2019 UNIVERSAL REGISTRATION DOCUMENT

ANNUAL FINANCIAL REPORT

 CONTENTS
MESSAGE FROM THE CHIEF
EXECUTIVE OFFICER
AND THE CHAIRMAN
OF THE BOARD OF DIRECTORS 4
6 CONSOLIDATED FINANCIAL
STATEMENTS 161
AFR

Consolidated income statement 163

1
Consolidated statement
OVERVIEW OF THE GROUP of comprehensive income 164
AND ITS BUSINESSES 7 Consolidated balance sheet – assets 165
1.1 The iliad Group 8 Consolidated balance sheet – equity
1.2 Markets and strategy 14 and liabilities 166
1.3 The Group’s businesses 19 Consolidated statement of changes
in equity 167
1.4 A network serving the Group’s
Internet and telephony operations 28 Consolidated statement of cash flows 168
1.5 Research & Development 32 Statutory Auditors’ report
on the consolidated financial statements 222
1.6 Regulatory framework 33
1.7 Organizational structure 39

2 RISK FACTORS 41
7 ILIAD S.A. FINANCIAL
STATEMENTS
7.1
229
Accounting principles and policies 234
AFR

2.1 Risks related to the Group’s

operations 43 7.2 Notes to the balance sheet
at December 31, 2019 236
2.2 Risks related to the Group’s industry 47
7.3 2019 review of operations 247
2.3 Risks related to the Group’s
organizational structure 48 7.4 Financial items 249
2.4 Financial risks 49 7.5 Other information 250
2.5 Legal risks 50 7.6 Dividends paid in the past five
fiscal years 253
2.6 Insurance and risk coverage 52
7.7 The Company’s five-year financial
2.7 Internal control 52 summary 254

3 CORPORATE GOVERNANCE
3.1 Membership structure
55 AFR
7.8 Other information relating
to the financial statements
Statutory Auditors’ report
255

on the financial statements 256

of the Company’s administrative
and management bodies 56
3.2 Organization and operating
procedures of the Board
of Directors 64
8 INFORMATION ABOUT THE
COMPANY AND ITS CAPITAL
8.1 Information about the Company
261
262
3.3 Organization and operating
procedures of executive 8.2 Information about the Company’s
management and management capital 264
bodies 74
3.4 Compensation of the Group’s
corporate officers 76 9 ANNUAL GENERAL MEETING
9.1 Proposed resolutions presented
275

at the Annual General Meeting

4 NON-FINANCIAL
PERFORMANCE 105
Our corporate social responsibility policy 106
AFR
NFIS
9.2
to be held in 2020
Board of Directors’ report
on the resolutions submitted
276

to the Annual General Meeting

4.1 Human resources data 108 to be held in 2020 287
4.2 Environment 122
4.3 The Group’s role in society
Report by one of the Statutory Auditors,
appointed as an independent third
128
10 ADDITIONAL INFORMATION
10.1 Persons responsible
293 AFR

party, on the consolidated non-financial for the Universal Registration

information statement included Document 294
in the Group’s management report 133
10.2 Documents accessible
to the public 294

5 ANALYSIS OF THE GROUP’S

BUSINESS AND RESULTS
5.1 Overview
137
139
10.3 Material contracts

GLOSSARY
295

296
5.2 Significant events of 2019 147
5.3 Comparison of results for 2019
and 2018 150 CROSS-REFERENCE TABLES 301
5.4 Additional information 159
INFORMATION FROM THE ANNUAL FINANCIAL REPORT
IS IDENTIFIED IN THE TABLE OF CONTENTS
BY THE SYMBOL AFR

INFORMATION FROM THE NON-FINANCIAL INFORMATION

STATEMENT IS IDENTIFIED IN THE TABLE OF CONTENTS
BY THE SYMBOL NFIS
- Universal Registration Document 2019
 UNIVERSAL
REGISTRATION
DOCUMENT

2019
including the Annual
Financial Report

In the space of 20 years, the iliad Group has become

one of the leading electronic communications
players in France and Italy, with over 25 million
subscribers, 11,000 employees, and more
than €5.3 billion in revenues in 2019.

www.iliad.fr

“The French language version of this Universal Registration Document was filed on April 10, 2020 with the French financial markets
authority (Autorité des marchés financiers – AMF) in its capacity as competent authority within the meaning of EU Regulation
2017/1129, without prior approval, in accordance with Article 9 of said regulation. The Universal Registration Document may also
be used for the offer to the public or the admission to trading of securities on a regulated market, provided it is accompanied by
securities note and, if applicable, a summary of all amendments applied to the Universal Registration Document. All of these items
are approved by the AMF in accordance with the abovementioned regulation.”
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 Universal Registration Document can be obtained free of charge from the Company’s registered office (16, rue de la
Ville-l’Évêque – 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).

Universal Registration Document 2019 - 3

 MESSAGE FROM THE CHIEF EXECUTIVE OFFICER AND THE CHAIRMAN OF THE BOARD OF DIRECTORS

MESSAGE FROM THE CHIEF EXECUTIVE

OFFICER AND THE CHAIRMAN
OF THE BOARD OF DIRECTORS

“  In 2019, we started to reap the benefits of

all our hard work over the past 18 months: our
sales performance swung back up, we returned
to growth in France, with revenues up 3%, and

To the Shareholders,
our profitability strengthened. This clearly shows
that we have got our strategy right.  „
2019 was a particularly intense year. It was a year that saw the first signs of our sales recovery. And it was a year in which we took
major strategic decisions, with the signature of two infrastructure partnership agreements and an unprecedented transaction
concerning the Company’s capital. It was a year that paved the way for the Group’s future.
In 2019, we started to reap the benefits of all our hard work over the past 18 months: our sales performance swung back up, we
returned to growth in France, with revenues up 3%, and our profitability strengthened. This clearly shows that we have got our
strategy right.
After a difficult sales performance in the summer of 2018, we launched our Odyssey 2024 business development plan, with two
short-term objectives. First, to improve our sales and marketing strategy while ensuring we keep Free’s DNA intact – namely
innovation, straightforward usage and transparent prices. And second, to achieve efficiency gains in our network rollouts
by  overhauling our industrial processes. All of the measures we have put in place have helped to significantly enhance the
subscriber experience.

In 2019, we continued our strategy of investing massively in There are therefore many indicators that point to how our
fiber and mobile rollouts. Fiber is now our number one industrial Group is on the right track. At the same time, the two strategic
priority and the Group ended the year with almost 14 million partnership deals we signed in 2019 have not only laid the
marketable sockets. We are now present in every département ground for our future, but are also helping us to go quicker and
in Metropolitan France and nearly one French household in two further in rolling out our networks.
has access to Free Fiber. What is more, in 2019 we became the
We forged the first of these partnerships in May, entering into a
leading recruiter of new fiber subscribers.
deal with Cellnex to accelerate our 4G and 5G network rollouts
Thanks to fiber, as well as the success of the Freebox Delta in France and Italy. The agreement involved the Group selling
and our revamped sales and marketing strategy, we were able 70% of OnTower, the company that manages iliad’s passive
to return to a positive net add figure in our fixed-line business mobile telecommunications infrastructure in France and close
during the year. to 2,200 sites in Italy.
For mobile, in 2019 we were the operator that deployed the Then in September, we announced the signature of an exclusive
largest number of new sites in France, with a particular focus partnership deal with InfraVia, aimed at accelerating the rollout
on 700 MHz frequencies and preparing for 5G. As a result, in of fiber (FTTH) in low- and medium-density population areas in
the last quarter of 2019, our net number of mobile subscribers France (representing approximately 26 million lines), through a
returned to growth for the first time in two years. specially-created entity called Investissement dans la Fibre de
Territoires (IFT).
In Italy, meanwhile, over 5 million subscribers have chosen
us as their provider. And impressively, iliad Italia has already Another major strategic operation for the Group in 2019 was
become the country’s favorite mobile telephony brand. In 2020, the €1.4 billion share buyback offer it launched at a price of €120
we intend to continue on this trajectory, building on the results per share (representing a 38% premium), which was financed by
we have already achieved and increasing our profitability. And a share issue open to all iliad shareholders and guaranteed by
in tandem, our network investments are going to enable us to Xavier Niel.
carry ever-higher volumes of data for our subscribers.

4 - Universal Registration Document 2019

 MESSAGE FROM THE CHIEF EXECUTIVE OFFICER AND THE CHAIRMAN OF THE BOARD OF DIRECTORS

“  We will [...] continue to ramp up our Odyssey 2024 plan in 2020.
The year already looks set to be a full one, with a new Freebox,
our entry into the high-potential B2B market with straightforward
and competitive offerings, the launch of 5G, and strategic investments
in our datacenters through Scaleway.  „
The overall operation was a clear success for all of our does not just mean financial performance. We also need to be
shareholders, who had the choice of receiving cash through the responsible and accountable, socially, environmentally and
share buyback, with a significant premium offered; remaining in the workplace. As is the case for any economic player, iliad
a shareholder without any dilution; or raising their interest in is faced with the question of how to reconcile production with
the Company by taking up shares under the same terms and the fact that resources are diminishing to such an extent that
conditions as its major shareholder. the future seems uncertain. We have undertaken significant
measures over the past several years to limit our environmental
At the same time, the transaction had no impact on the Group’s
footprint, including systematically using recyclable plastic for
debt, enabling us to retain our investment capacity. And it also
our Freeboxes, restricting the use of air freight in our supply
demonstrated the confidence that Xavier Niel has in the Group
chain, designing a solution for recycling the heat produced by
and its strategy, as it resulted in his interest in the Company
our datacenters, implementing a new policy for selecting the
increasing from 52% to 71%.
vehicles we use, and seeking energy efficiency in our active
Lastly, we have recently made changes to our governance network equipment. For many years we have also carefully
structure. Xavier Niel is now the Chairman of the Board of measured our carbon emissions and identified possible areas
Directors and Maxime Lombardini is Vice-Chairman. And we for improvement. But we believe that we have a responsibility
are delighted to welcome two new, high-profile directors onto to go even further, pursuing our drive to achieve more and
the Board: Céline Lazorthes (the founder and Chair of the more energy efficiency and setting out a roadmap to carbon
Supervisory Board of the Leetchi group) and Jacques Veyrat neutrality.
(Chairman and CEO of Impala and former Chairman and CEO
We will also continue to ramp up our Odyssey 2024 plan in
of Neuf Cegetel).
2020. The year already looks set to be a full one, with a new
In 2019, we celebrated Free’s twentieth anniversary. We have Freebox, our entry into the high-potential B2B market with
built up a unique Group, which now has 11,000 employees and straightforward and competitive offerings, the launch of 5G, and
25 million subscribers in France and Italy. But for us, success strategic investments in our datacenters through Scaleway.

As we write this message, the world is undergoing a health crisis that is unprecedented in recent history. The Covid-19 pandemic
is extremely difficult and challenging for us all, and is a moment of truth for our nation and for our Group.
In the space of just a few days, we have had to reinvent our ways of working to protect the health and safety of our employees
and subscribers, while continuing to carry out our underlying mission, namely ensuring that Internet and telephone connections
are working at all times, guaranteeing data speeds and maintaining our networks. The French government has asked all of the
country’s telecom operators to do everything they can to ensure continuity of service throughout the duration of the Covid-19
crisis. And this is exactly what we are doing. This period is also a time for us to draw on our corporate values, notably solidarity.
To this end we have put in place a range of specific initiatives both for our subscribers and the small-business subcontractors we
work with.
What this crisis has done as well, though, is highlight the resilience of our Group and our ability to adapt. And that is why we are
looking to the future with confidence.
Finally, we would like to thank you all for being at iliad’s side and for continuing to form part of our incredible story.

Thomas Reynaud
Chief Executive Officer
Xavier Niel
Chairman of the Board of Directors

Universal Registration Document 2019 - 5

6 - Universal Registration Document 2019
 OVERVIEW OF THE GROUP 1
AND ITS BUSINESSES

1.1 THE ILIAD GROUP 8 1.4 A NETWORK SERVING THE GROUP’S

1.1.1 From an Internet service provider
INTERNET AND TELEPHONY
to an integrated operator (fixed and OPERATIONS 28
Mobile) – the Group’s milestones 9 1.4.1 Backbone transmission infrastructure 28
1.1.2 Significant events of 2019 and key figures 11 1.4.2 Fixed-line networks and local loops 28
1.4.3 Rollout of a third- and fourth-generation
mobile communications network 30
1.2 MARKETS AND STRATEGY 14
1.4.4 Real estate 32
1.2.1 Principal markets 14
1.2.2 Competitive advantages 17
1.2.3 Strategy 18 1.5 RESEARCH & DEVELOPMENT 32
1.5.1 Research and development 32
1.5.2 Intellectual property 32
1.3 THE GROUP’S BUSINESSES 19
1.3.1 The Fixed business in France 19
1.3.2 The Mobile business in France 23 1.6 REGULATORY FRAMEWORK 33
1.3.3 The Mobile business in Italy 24 1.6.1 Regulation of electronic communications
1.3.4 Subscriber relations and physical distribution networks and services in France 33
network in France 26 1.6.2 Regulation of electronic communications
1.3.5 Subscriber relations and physical distribution content in France 36
network in Italy 27 1.6.3 Regulation of electronic communications
content in Italy 38

1.7 ORGANIZATIONAL STRUCTURE 39

Universal Registration Document 2019 - 7

 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
The iliad Group

1.1 THE ILIAD GROUP

Introduction The Group has two operating segments, effective since the
launch of its mobile operations in Italy:
Over the last 20  years, the iliad Group (the “Group”) has
experienced very strong growth in France, with numerous
technological and commercial developments. It has gone from France
being a fixed-line narrowband Internet Service Provider to an
Fueled by the success of its Broadband and Ultra-Fast
integrated fixed and mobile Ultra-Fast Broadband operator, by
Broadband offerings marketed under the Free brand, the
focusing on deploying the latest technologies and proposing
Group has positioned itself as a major player in the French
straightforward commercial offerings. In 2018, the Group
fixed telecommunications market. In addition, since 2012
expanded its geographic reach to Italy, where it recruited over
when it first launched its mobile offerings, the Group
2.8  million subscribers in its first year of operation. In 2019, it
has become an integrated operator present in both the
continued its brisk pace of adds in Italy, with over 2.4  million
fixed (Broadband and Ultra-Fast Broadband) and mobile
new subscribers during the year, bringing the total subscriber
segments. The Group’s success in these two segments has
base to some 5.3 million at end-2019. Consequently, in the space
been built on three fundamentals: straightforward offerings,
of 20 years, the Group has become one of the leading electronic
excellent value for money, and innovation;
communications players in France and Italy, with over 25 million
subscribers, €5.3  billion in revenues in 2019 and more than
11,000 employees. Italy
iliad  S.A. (the “Company”) is the parent company of the iliad The Group launched its Mobile telephony offering in Italy
Group, which operates under the trade names of Free in France on May  29, 2018 and had 5.3  million mobile subscribers at
and iliad in Italy. iliad S.A. has been listed on Euronext Paris (ILD December  31,  2019. The Italian Mobile business generated
ticker symbol) since 2004. €427 million in revenues in 2019.

8 - Universal Registration Document 2019

 OVERVIEW OF THE GROUP AND ITS BUSINESSES
The iliad Group 1
1.1.1 FROM AN INTERNET SERVICE PROVIDER TO AN INTEGRATED OPERATOR
(FIXED AND MOBILE) – THE GROUP’S MILESTONES
1
Since its formation in 1991, thanks to its expertise in electronic communications networks and the commercial appeal of its retail
offerings marketed under the Free brand, the Group has become a major Internet and electronic communications player (fixed and
Mobile) in France.

FREE, LEADING FIBER PROVIDER IN TERMS OF NET ADDS

Free becomes the leading fiber provider 2019

in terms of Net adds

2018 Launch of the Freebox Delta

Free, France’s first unlimited 4G plan 2017

2016 TV by CANAL included in the Freebox

Revolution package

Launch of the Freebox mini 4K: 2015

the world’s first 4K box running Android TVTM

2014 Launch of France’s first SIM card dispenser

Free includes 4G in its Free Mobile plans 2013

2012 Launch of Free Mobile:

the broadest offering for half the price

Free obtains 20 MHz for 4G 2011

2010 Launch of the Freebox Revolution

Free obtains a license to become 2009

France’s fourth mobile operator

2008 Free launches technical assistance at home

Free offers 100 Mbps optical fiber 2007

2006 Launch of the Freebox HD

Free offers up to 24 Mbps ADSL 2005

2004 Freebox: free telephony for all

Free launches free TV: first triple-play operator 2003

2002 Freebox, the world's first triple-play box

Universal Registration Document 2019 - 9

 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
The iliad Group

A leading Internet service provider in France The Fiber rollout is a logical extension of iliad’s strategy of
investing in the deployment of its own infrastructure with the
In April  1999, Free entered the Internet service provider (ISP) aim of increasing its independence and profitability.
market with a straightforward, no-subscription offering. This
commercial strategy enabled Free to win a large share of the
dial-up market with relatively low advertising outlay compared Rollout of a network of mobile masts
with its competitors. Since it was awarded France’s fourth 3G mobile license, the
Group has implemented its mobile network rollout strategy
After completing the rollout of its electronic communications
by drawing on its extensive fixed-line transmission network
network and interconnecting with the incumbent operator’s
and putting in place specific business units that effectively
network in April 2001, Free was in a position to control the cost
manage and oversee the network rollout process (seeking out
structure of an offering based on Internet connection time, and
sites, undertaking discussions with all types of lessors, carrying
was able to launch an attractively-priced but profitable dial-up
out administrative and regulatory procedures, performing
plan.
installation works and ensuring compliance with the related
With the October  2002 launch of Free’s ADSL Broadband safety rules, and monitoring the operation and maintenance of
offering, and then its first Mobile plans launched in 2012, the radio equipment at sites where it has been installed).
Group has gradually established itself as a major integrated
operator in the fixed (Broadband and Ultra-Fast Broadband)
and Mobile segments of the French telecommunications market. Rollout of a mobile network in Italy
In the 20 years since its beginnings, Free has managed to keep Since late 2016 and the signature of the agreement with the
all of the elements that have always set it apart - straightforward Hutchison and VimpelCom groups, iliad has been rolling out its
offerings, attractive pricing and recognized technical quality. mobile network in Italy, which has notably involved:
 deploying mobile sites. At end-2019, the Group had over 4,000
equipped sites in Italy, versus 1,500 at December  31,  2018,
Local loop unbundling and FTTH rollouts: key in line with the objectives it set itself at the beginning of
strategies for the profitable growth of the 2019. The Group’s access to sites has been facilitated by
Group’s fixed-line business the acquisition of sites scheduled to be decommissioned
by Wind/Tre as well as sites made available by major
Local loop unbundling infrastructure lessors and operators;
The unbundling of the local loop is a technical operation which  switching on mobile sites, which the Group began during
enables operators to have direct access to their subscribers and 2019. At the year-end, over 2,000 sites had been switched on
thereby free themselves to a large extent from their dependence in Italy, enabling iliad Italia to start carrying some traffic on
on the incumbent operator’s network. Local loop unbundling its own network;
(LLU) means the Group can take full advantage of the density and  deploying a backbone of some 26,000 km in order to connect
quality of its own network and set up end-to-end management of up Italy’s principal towns and cities to the Group’s two main
the infrastructure connecting it to its subscribers. LLU allows the mobile network centers located in Milan and Rome;
Group to offer its subscribers attractive prices and a competitive
range of services, providing high transmission speeds combined  rolling out the core network and interconnections with
with telephony and audiovisual services for subscribers with a Wind/Tre to manage traffic under the MOCN (Multi-Operator
Freebox modem. Core Network) solution. This technical solution for connecting
up Wind/Tre’s radio equipment to the Group’s core network
LLU is a key element for the Group’s profitability due to the high creates a more effective and optimal flow of traffic between
margins that can be generated. Most of the recurring charges the two networks compared with a more “conventional”
paid to the incumbent operator concerning the unbundled local roaming solution.
loop relate to the rental of equipment used for connecting the
subscriber’s modem to the corresponding DSLAM belonging to
the Group.

Rollout of a Fiber network

Optical fiber – which has long been used by electronic
communications operators for long-distance links – has
established itself as the fastest, most reliable and most
powerful transmission technology available. It enables data to
be transmitted at the speed of the light signal passing through
the fiber and consequently offers speeds of several hundred
Mbps or even much more. It is the use of this technology that
has driven the surge in Internet usage worldwide. An optical
fiber network with high upload and download speeds enables a
variety of multimedia services to be used simultaneously.

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 OVERVIEW OF THE GROUP AND ITS BUSINESSES
The iliad Group 1
1.1.2 SIGNIFICANT EVENTS OF 2019 AND KEY FIGURES
1
SELECTED FINANCIAL INFORMATION

In € millions 2019 2018

INCOME STATEMENT
Total revenues 5,332 4,891
Revenues excluding sales of devices 5,115 4,692
EBITDAaL 1,654 1,755
Profit from ordinary activities 444 690
Profit for the period 1,726 330
Profit for the period attributable to owners of the Company 1,719 323

BALANCE SHEET
Non-current assets 13,384 9,960
Current assets 4,209 1,277
Of which cash and cash equivalents 1,593 181
Assets held for sale 563 15
TOTAL ASSETS 18,156 11,252
Total equity 5,231 3,606
Non-current liabilities 7,315 4,974
Current liabilities 5,610 2,672
Liabilities related to assets held for sale - -
TOTAL EQUITY AND LIABILITIES 18,156 11,252

CASH FLOWS
Cash flows from operations 2,186 1,693
Right-of-use assets and interest expense on lease liabilities - IFRS 16 impact (585) -
Capital expenditure – France (1,607) (1,555)
Capital expenditure – Italy (369) (261)
Capital expenditure – frequencies* (252) (605)
Net change in cash and cash equivalents – Group (excluding change in Net debt and dividends) 430 (1,444)
Dividends (59) (40)
Net debt 3,609 3,983

* Including €225 million in 2019 and €342 million in 2018 for Italy.

Key figures for 2019  €1.73  billion in profit for the period, up sharply on 2018
thanks to a good performance from France and the capital
Group gain generated by the tower deals in France and Italy with
Cellnex.
 Consolidated revenues up 9.0% to €5.33 billion.
 Capex up to €1.98  billion, reflecting (i)  the Group’s major
 Return to growth for revenues in France (+3.0%), led by drive to increase its mobile coverage and bring fiber to all
a good performance from Mobile (revenues invoiced to areas of France, and (ii) the fact that 2019 was the Group’s
subscribers up more than 9% year on year). first full year of operations in Italy, with a faster pace of
 Revenues in Italy up almost 3.5-fold in the space of a year, mobile network rollouts.
coming in at €427 million.  A solid balance sheet structure, with a Leverage ratio of
 Higher profitability in France, with EBITDAaL up 5.5% to 2.18x at end-2019 (€3.6 billion in Net debt).
€1.9 billion. EBITDAaL for the Group as a whole contracted  A new dividend policy with a dividend set at €2.60 per
5.8% to €1.65 billion due to start-up losses in Italy. share.

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 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
The iliad Group

France 2019 financial information:

2019 operational information:  Revenue upturn in France (3.0% growth during the year),
 Tangible results for the Group’s transformation plan
confirming the positive results of the Group’s transformation
launched in 2018: plan launched in 2018:

 A record year for fiber: Some 777,000 new subscribers  2.7% increase in services revenues, driven by the steady
signed up to the Group’s Fiber plans, giving it the rise in Mobile revenues and the return to growth for Fixed
highest number of Fiber net adds in France in 2019. At revenues,
end-December  2019, the Group’s Fiber subscriber base  Better trends for Fixed services revenues (up 0.4% for
totalled 1.76  million, a rise of nearly 80% in the space of the year as a whole, and 3.4% in the fourth quarter). This
12 months, reflects the Group’s new sales and marketing strategy, the
 A 33,000 increase in the total Fixed subscriber base fact that it is no longer dependent on price-slashed deals,
in 2019. The recovery in Fixed subscriber numbers was and, to a lesser extent, the temporary positive effect of
particularly marked in the second half of the year, with a including access to digital books in certain offerings,
64,000 gain compared with a 31,000 loss in the first half,  An excellent performance from the Mobile business,
 394,000 Net adds for 4G offerings, pushing the total 4G with a 9% year-on-year rise in revenues invoiced to
subscriber base up to almost 8.2 million at end-December subscribers (13.2% in the fourth quarter), stemming
– ARPU invoiced to subscribers rose 11% year on year from a better subscriber mix, the fact that the Group is
to an average of €10.2 in 2019, demonstrating the no longer dependent on price-slashed deals, automatic
success of the Group’s strategy to gradually upscale its switches to standard pricing after a 12-month deal period
subscriber base. The loss of 128,000 subscribers in 2019 on mobile plans, and, to a lesser extent, the temporary
mainly concerned lower added-value plans, and the fourth positive effect of including access to digital books in
quarter saw a return to net adds of mobile subscribers certain offerings,
(+17,000);  Sales of devices up 9.4% to €229 million, due to the
 Pursuit of the marked acceleration begun a year ago in
combined impact of a sharp decrease in sales of mobile
rollouts of Ultra-Fast fixed and mobile networks, in line with phones offset by sales of the Freebox Delta Player;
the Group’s aim of being the Alternative operator of choice  EBITDAaL for France up €99 million, or 5.5%, year on year.
for latest-generation networks: The positive impacts of the better mobile subscriber mix,
higher number of Fiber subscribers and increase in direct
 Fixed:
mobile network coverage were partially offset by fierce
— Largest Fiber network out of France’s three competition and higher costs related to the rollout of the
Alternative operators, with 13.9  million connectible Group’s Fiber and Mobile networks;
sockets,
 Capex for France (excluding payments for frequencies)
— Intensified marketing of the Group’s Fiber plans in amounting to €1.6 billion, to support the Group’s expansion
less densely populated areas, with an acceleration of its Fiber and Mobile networks, its Fiber subscriber
in commercial launches on France’s public initiative connections, its outlay for launching the new Freeboxes and
networks (PINs). The Group’s Fiber offerings are now the large-scale switch-on of 700 MHz-compatible equipment.
available in all regions of Metropolitan France,
— Best Fiber speeds, with average speeds of more than Italy
460 Mbps download and 289 Mbps upload according
 Very strong pace of Net adds, with more than 2.4  million
to nPerf. In addition, the Group is the only operator
subscribers signed up during the year. Despite fierce
in France to offer 10G Fiber technology and was the
competition, iliad Italia accelerated its subscriber
first to provide all of its subscribers with a theoretical
recruitment in the fourth quarter of 2019, with over 740,000
average upload speed of up to 600 Mbps;
Net adds. By creating a go-to brand, iliad Italia achieved the
 Mobile: most successful launch in Europe for a new entrant since that
— Intensified, large-scale deployment of 700  MHz of Free Mobile in 2012;
frequencies, enhancing the 4G experience: some  Total subscribers topping the 5 million mark in the fourth
8,800  sites were newly equipped to use 700  MHz quarter of 2019;
frequencies in 2019, compared with 2,300 in 2018.
At the same time, Free kept up its brisk pace of new  €427 million in revenues in full-year 2019;
mobile site rollouts, which was even faster than in 2018,  A negative €253  million in EBITDAaL, primarily reflecting
with 2,535 new 3G sites added in 2019 (versus 2,354 (i) roaming costs due to the larger subscriber base and higher
the previous year), bringing the total number of sites average data usage, and (ii)  network costs related to iliad
in Metropolitan France to over 17,000 at the year-end. Italia’s 4,000 equipped sites at end-2019, with the majority
The Group’s mobile network now covers more than of these costs borne without initially leveraging any of the
97.7% of the French population with 3G, and the 4G benefits that coverage brings;
coverage rate is 95.7%,
 €369 million in Capex (excluding payments for frequencies),
— Best 4G speed out of France’s three Alternative
reflecting the expansion of the Group’s mobile network in
operators, with an average download speed of
Italy. The Group equipped 2,500 new sites during the year,
44 Mbps, according to nPerf. The strong performance
bringing the total number of equipped sites to over 4,000
of the Group’s 4G network is reflected in the average
at end-2019. The number of active sites was over 2,000 at
monthly data usage per 4G subscriber, which was
December 31, 2019. By the end of the year, the Group had
13.9GB in 2019.
paid out the full amount of around €450 million due for the
purchases of frequencies from Wind Tre, of which €213 million
was paid in 2019.

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 OVERVIEW OF THE GROUP AND ITS BUSINESSES
The iliad Group 1
KEY FINANCIAL INDICATORS
1
In € millions 2019 2018 % change

Revenues – France 4,912 4,768 +3.0%

• Fixed-line services revenues 2,640 2,631 +0.4%
• Mobile services revenues 2,049 1,936 +5.8%
Of which revenues invoiced to subscribers 1,636 1,498 +9.2%
• Devices 229 209 +9.4%
• Intra-group sales – France (6) (8) -
Revenues – Italy 427 125 NM
Intra-group sales (6) (2) -
Consolidated revenues 5,332 4,891 +9.0%
Services revenues – France 4,689 4,567 +2.7%
Consolidated services revenues 5,115 4,692 +9.0%
EBITDAaL – France 1,907 1,807 +5.5%
EBITDAaL – Italy (253) (52) NM
Consolidated EBITDAaL 1,654 1,755 -5.8%
Capex – France (1) 1,607 1,555 +3.3%
Capex – Italy (1) 369 261 +41.4%
Consolidated Capex (1) 1,976 1,816 +8.8%
Profit from ordinary activities 444 690 -35.7%
Profit from ordinary activities – France 861 830 +3.7%
Profit/(loss) from ordinary activities – Italy (417) (139) NM
Profit for the period 1,726 330 NM
Net debt 3,609 3,983 -9.6%
Leverage ratio 2.18x 2.28x

(1) Excluding frequencies.

(2) Excluding the non-recurring capital gain on the sale of mobile towers in France and Italy.

BUSINESS ACTIVITIES/KEY OPERATING INDICATORS

France 2019 2018 Year-on-year change

Total mobile subscribers 13,313k 13,441k -1.0%

• Of which on the Free Mobile Unlimited 4G Plan (1)
8,177k 7,783k +5.1%
• Of which on the voice-based plan 5,136k 5,658k -9.2%
Average 4G data usage (in GB per month per subscriber) (2) 13.9 10.9 +27.5%
Total Broadband and Ultra-Fast Broadband subscribers 6,460k 6,427k +0.5%
• Of which Fiber 1,760k 983k +79.0%

TOTAL NUMBER OF SUBSCRIBERS – FRANCE 19,773k 19,868k -0.5%

Number of connectible Fiber sockets 13,900k 9,600k +44.8%
Q4 2019 Q4 2018
Broadband and Ultra-Fast Broadband ARPU (in €) (2)
32.6 31.8 +2.5%
Mobile ARPU invoiced to subscribers (in €) (2) 10.6 9.3 +14.0%
Italy 2019 2018 Year-on-year change
TOTAL MOBILE SUBSCRIBERS 5,281K 2,837K +86.1%

(1) 50/100 GB for non-Freebox subscribers.

(2) See glossary for definition.

Exceptional factors that have influenced the Group’s main activities or main markets
None.

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 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
Markets and strategy

1.2 MARKETS AND STRATEGY

1.2.1 PRINCIPAL MARKETS

At end-2019, the Group was an integrated player in France operating in the Internet access market (Fixed business) and the mobile
telephony market (Mobile business), as well as in the mobile telephony market in Italy.

1.2.1.1 The fixed Internet access market in France

GENERAL INFORMATION ABOUT THE FRENCH BROADBAND AND ULTRA-FAST BROADBAND MARKET

2019
(at Sept. 30, 2019) 2018 2017

8,800
Revenues (in € millions) (11,744 on a 12-month rolling basis) 11,795 11,796
Number of subscriptions (in millions) 29.5 29.1 28.4
of which Broadband 18.9 20.1 21.5
of which Ultra-Fast Broadband 10.6 9.0 7.0

Source: ARCEP

The total number of Broadband and Ultra-Fast Broadband Increased utilization of Ultra-Fast Broadband has led to higher
subscriptions in France rose by 0.4  million in the first nine use of value-added services and other additional features,
months of 2019. With an aggregate 29.5 million Broadband and especially for television over the Internet (IPTV).
Ultra-Fast Broadband subscribers at September  30, 2019, the
Revenues generated in the overall Broadband and Ultra-Fast
penetration rate for French households is one of the highest in
Broadband access market amounted to €8.8 billion in the nine
Europe. The Broadband and Ultra-Fast Broadband markets in
months ended September 30, 2019 (€11.7 billion on a 12-month
France have reached maturity, which is naturally resulting in a
rolling basis), on par with the previous year.
lower rate of growth.
During the first decade of 2000, ADSL was the technology of Players in the fixed Internet access market in France
choice both in France and other Western European countries, led
The Group’s main competitors in the French fixed Internet
by the fast pace of unbundling. For several years now, however,
access market are:
with the development of fiber technology, the number of Ultra-
Fast Broadband subscribers has steadily risen, to the detriment  Internet service providers associated with telecommunications
of standard Broadband subscribers. At September 30, 2019, 64% operators: Orange, SFR and Bouygues Telecom;
of subscriptions were for standard Broadband. Over the past
 independent local access providers;
several years, growth in the number of Ultra-Fast Broadband
subscribers has picked up pace and this trend looks set to  companies offering Internet access as a means of winning
continue in the years to come. customers for other services, such as banks and supermarkets.
The number of Ultra-Fast Broadband subscriptions in France
rose by 1.6  million in the first nine months of 2019 to a total
of 10.6 million at September 30, 2019, with this sharp increase
reflecting the acceleration in fiber rollouts and the use of FTTH
technology. At September  30, 2019, Ultra-Fast Broadband
subscriptions made up more than 36% of total Internet
subscriptions in France, up by more than 6 points in the space
of nine months.

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 OVERVIEW OF THE GROUP AND ITS BUSINESSES
Markets and strategy 1
1.2.1.2 The mobile telephony market in France
1
GENERAL INFORMATION ABOUT THE FRENCH MOBILE TELEPHONY MARKET

2019
(at Sept. 30, 2019) 2018 2017

9,803
Revenues (13,066 on a 12-month
(in € millions of euros, excluding revenues from M2M cards) rolling basis) 12,995 12,860
Number of active SIM cards (in millions) – Metropolitan France only
excluding M2M* 74.8 73.5 72.1
o/w locked-in plans 20.9 20.1 19.7
o/w no-commitment plans 46.5 45.8 43.2
o/w active prepaid cards 6.9 6.9 7.7
4G active customer base (in millions of SIM cards) 52.9 47.7 41.6
Average bill (in € per month – on a rolling annual basis) 14.8 14.9 15.1

* Machine to machine communications.

Source: ARCEP

At September  30, 2019, the mobile telephony market in  another steep rise in mobile data usage: in the third quarter
Metropolitan France counted 74 million users (corresponding to of 2019, average monthly data usage per subscriber was
SIM cards in use excluding M2M), up by 1.4  million compared more than 8 GB, almost 50% higher than for the same
with one year earlier  (1), and the penetration rate was around period of 2018;
114.1%.  a contraction in “traditional” voice calls and text messages:
The key facts and figures for the mobile networks services  a 7% year-on-year decrease in the number of text
market in France in the first nine months of 2019 were as follows: messages in third-quarter 2019, to an average of less than
 balanced growth in terms of no-commitment and 180 text messages per user per month,
locked-in plans. Increases in the numbers of no-commitment  a slight decrease in the volume of call minutes used: in
and locked-in plans, up 0.7 million and 0.8 million respectively; the third quarter of 2019, average monthly voice traffic
 the number of prepaid cards in the third quarter of 2019 was three hours and ten minutes per user per month, very
remained stable year on year, edging down by just 0.8 million; similar to previous quarters.
The Group’s launch in January 2012 of its Mobile business (see
 continued very strong development of 4G technology. In the
Section  1.3.2.2 below, “Presentation of the Group’s offerings”)
third quarter of 2019, the number of people who had used 4G
has played a significant role in shaping the current trends in
networks to connect to the Internet in the past three months
France’s mobile telephony market.
was 53 million, up by 5.3 million in the space of six months
and representing over two-thirds of SIM cards in use;
Mobile telephony players in France
 a sharp increase in new usages:
The Group’s main competitors in the French mobile telephony
 higher use of roaming-out communications: in the third market are:
quarter of 2019, roaming data traffic had increased by 61%
in a year, and roaming calls had increased by 14% over the  the other three mobile operators: Orange, SFR and
same period, Bouygues Telecom;
 mobile virtual network operators (MVNOs), such as
EI  Telecom, La Poste Mobile and Prixtel, which represent
a total 7.9  million SIM cards and hold a 10.9% share of the
market.

(1) Source: ARCEP.

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 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
Markets and strategy

1.2.1.3 The mobile telephony market in Italy

GENERAL INFORMATION ABOUT THE ITALIAN MOBILE TELEPHONY MARKET

2019 (1) 2018 2017

Revenues (in € billions) N/A 14.97 15.80

Number of SIM cards (in millions) – excluding M2M (2) 80.6 82.6 83.9
o/w plans 10.9 11.5 12.1
o/w prepaid cards 69.7 71.1 71.8
SIM cards with Internet access (in millions) 54.6 54.5 52.2
Average revenue per user (in €) N/A 252 269

(1) At Sept. 30, 2019

(2) Machine to machine communications.
Source: AGCOM. (2019: at Sept. 30 2019 from the osservatorio Agcom. 2017 and 2018: data from the last Relazione annuale Agcom and
Osservatorio Agcom 1/2019 updated as of Dec. 2018).

At September  30, 2019, the mobile telephony market in Italy iliad Italia’s launch of its Mobile business in May  2018 has
counted 80.6  million users (corresponding to SIM cards in use undoubtedly helped shape the current trends in Italy’s mobile
excluding M2M), down by 2.7  million compared with one year telephony market. At end-September 2019, just a year and a half
earlier. Quarter on quarter, the number of SIM cards (voice and after its commercial launch, iliad Italia already held 5.6% of the
voice and data) was 0.9 million lower (1). market (4).
The mobile phone penetration rate in Italy was 133%  (2)
at
September 30, 2019. Mobile telephony players in Italy
The key facts and figures for the mobile networks services The Group’s main competitors in the Italian mobile telephony
market in Italy in the first nine months of 2019 (3) were as follows: market (4) are:

 ongoing growth for the prepaid card segment to the detriment  the other three mobile operators: Telecom Italia (TIM),
of plans. The number of plans continued to decrease (down Vodafone and Wind Tre, which together accounted for
0.6 million), and although the number of prepaid cards was 67 million SIM cards in third-quarter 2019, and held an 83.2%
lower than in the previous year (down by 2.1  million), they market share;
still represented 86.5% of the total standard (non-M2M) SIM  mobile virtual network operators (MVNOs), such as Poste
cards on the market; Mobile, Fastweb, Lycamobile, Coop Voce and Tiscali. Together,
 a stable number of SIM cards with access to Broadband these MVNOs represented a total 9  million SIM cards in
mobile: third-quarter 2019 and held an 11.2% share of the market. The
largest is Poste Mobile, which had a 5.3% market share at
In the third quarter of 2019, although the number of SIM September 30, 2019. iliad Italia had therefore overtaken this
cards with Internet access followed the overall market trend MVNO’s share of the market at that date.
(decreasing 2.7  million year on year), they still represented
70% of total SIM cards;
1.2.1.4 Basis for statements made by the Group
 a very steep rise in the volume of mobile data traffic:
regarding its competitive position
 in the nine months to September 30, 2019 the volume of
mobile data traffic was 60.4% higher than in the equivalent The statements made in this Universal Registration Document in
period of 2018, relation to the Group’s competitive position are primarily based
on market analyses published by ARCEP in France and AGCOM
 in the third quarter of 2019, average monthly data usage in Italy.
per subscriber was 6.31 GB, up 60% year on year.

(1) Source: AGCOM.

(2) Data obtained from the AGCOM database (updated at September 30, 2019) and ISTAT.
(3) AGCOM data updated at September 30, 2019.
(4) Only taking into account SIM cards in service (excluding M2M).

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 OVERVIEW OF THE GROUP AND ITS BUSINESSES
Markets and strategy 1
mobile subscriptions with integrated SIM-card dispensers. By
1.2.2 COMPETITIVE ADVANTAGES
relying largely on internal resources, the Group has been able to
optimize its capital expenditure from the outset.
1
The Group believes that it has a number of competitive
advantages which should enable it to sustain its profitable
growth in France, continue developing its operations in Italy
Simplicity as a watchword
and envisage targeted external growth in domains that are
complementary to its existing businesses. In a sector well known for its complexity, the Group proposes
straightforward, comprehensive offerings that meet the market’s
expectations. These offers are essentially distributed online,
Free – a powerful brand through the mobile.free.fr and free.fr websites. In addition, the
As a result of the success of its retail fixed and mobile offerings, Group has an organizational structure that is simple, horizontal,
since its creation in 1999, Free has positioned itself as a major centralized and reactive. As a result, its objective of achieving
player in the Internet access market in France. The brand is simplicity can be seen at all levels of the organization and is one
clearly associated with the concepts of freedom, cutting-edge of the keys to the Group’s success.
technology, innovation, quality and attractive prices.
Control over services
iliad, a recognized brand in Italy Throughout its growth trajectory, the iliad Group has followed
As a result of the commercial success of its retail mobile offerings, the strategy of directly controlling all of the active equipment
in less than one year, iliad Italia has become a recognized brand it needs to transmit and carry data, manage its networks and
in Italy, with a brand awareness rate of over 90%. The iliad supply its services (voice, audiovisual, etc.) as well as controlling
Italia brand is known for its value for money, transparency and its interconnections with third-party networks and its relations
simplicity. with Internet operators. The Group can freely develop and
modify its services, improve them, enrich them and anticipate
new usages such as 10G fiber for the Freebox Delta. Thanks to
Technically sophisticated and attractively priced its investments in its fixed and mobile networks, the Group is
retail offerings in full control of its services, which gives it all of the capacity
and resources it needs to react to changes in usages and the
The Group’s fixed and mobile networks enable it to design competitive environment.
sustainable service offerings that are straightforward, technically
sophisticated and attractively priced. Its fixed and mobile
Broadband and Ultra-Fast Broadband offerings are among the Control over distribution
most competitively priced in their respective markets, while
The Group is one of the rare ISPs in Europe to have established
providing best-in-class service.
itself in the fixed-line market without relying on a physical
distribution network, and it has long-standing, unique know-how
An ultra-fast integrated national network suited in online distribution. Since the launch of its Mobile business
in France and Italy it has also been developing a physical
to the needs of both the Fixed and Mobile distribution network through its directly-owned stores – Free
businesses Centers in France and iliad Stores in Italy – as well as SIM-card
In order to be able to offer high-performing and innovative dispensers. Consequently, the Group has direct control over
services to its subscribers and to guarantee the profitability the distribution of its services, which enables it to meet the
of its operations, the Group has always placed importance needs both of online subscribers (and adapt to changes in the
on rolling out its own electronic communications network, so e-commerce environment) and of subscribers seeking the more
it can control the technical aspects and pricing of its services conventional physical store.
for the routing of both data (Internet) and voice (over IP or
circuit-switched). The skills and experience built up by the
Control over subscriber relations
Group’s network teams now mean that it is able to operate and
maintain its networks and guarantee its subscribers high quality In France, the iliad Group mainly manages its subscriber
services and fast connection speeds. The specific technical relations via a range of methods including online assistance on
features of the network and its high density are key factors for its portal, direct contact with advisers over the telephone, chat
the success and profitability of the Group’s offerings in both or videocall, or face-to-face in its Free Centers. It designs and
its Fixed and Mobile businesses. The size, design and scalable develops all of the tools and systems it needs to manage its
architecture of the Group’s network make it capable of serving subscriber relations and communicate with its subscribers.
all potential subscribers.
Founders with a majority stake in the Company’s
Research and development capabilities serving capital
the retail market iliad’s founders hold more than 75% of the Company’s capital.
The Group’s investment in research and development of both This gives the Group the independence to deliver on its
hardware and software has enabled it to position itself as a front long-term vision, which is sometimes radically different to that
runner in implementing innovative technological solutions for of its competitors. It also enables it to be highly reactive when
the retail market. The success of this policy stems particularly taking decisions and putting them into action. The management
from Management’s commitment to using high-quality technical and results of the Group’s projects are a daily reminder of the
equipment and retaining flexibility in its choice of hardware. This competitive advantage that this ownership structure gives it.
in turn has resulted in the design of hardware specifically suited to
the Group’s offerings and using cutting-edge technologies (such
as the Freebox modem/DSLAMs), as well as in the development A renewed management team
of innovative software solutions (such as billing software, the with complementary skills
subscriber management system and interconnect software). In 2018, the Group changed its management team by bringing in
Another example of the Group’s innovation capabilities is its new talent to assist with its development.
launch in France and Italy of the first self-service kiosks for

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 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
Markets and strategy

1.2.3 STRATEGY In France, the Group kept up the pace of its mobile rollouts
in 2018, adding some 2,400 new sites and bringing its total
Ever since its formation, and notably since the launch of its network to over 14,500 sites as of end-2018, giving it a coverage
Mobile business, the iliad Group has always placed network rate of 96% of the population for 3G and 92% for 4G.
rollouts – and therefore regional digital development – at the The Group launched its first rollouts in Italy during 2018, with the
heart of its strategy. aim of building up a high-quality and competitive proprietary
Whenever it has entered a market – the French fixed-line network. It had 1,500 3G and 4G sites in Italy as of end-2018.
market in 1999, then the French mobile market in 2012, and the
Italian mobile market in 2018 – the Group’s competitors have
Convergence
always been well-established operators or players with far more
resources than its own. In order to put down long-term roots When the Group launched its Mobile business in France, it
and capture market share, the Group adopted an assertive leveraged synergies between its fixed network (particularly
competitive strategy based on innovation and differentiation thanks to unbundling) and its mobile network, to create shared
through its pricing and services. To reach its objectives, the backhaul for the two networks, with the mobile sites connected
Group has had to be independent and therefore keep the highest to the copper network for traffic backhauling purposes.
possible level of control over its networks. However, the development of 4G and the upcoming arrival of
5G have rendered obsolete the backhaul of mobile traffic via the
For these reasons, iliad has structured its business strategy
wired local loop or terrestrial broadband links as the bandwidth
around three pillars, which have been the keys to its success:
available is insufficient to provide a proper 4G service.
Consequently, as from 2014, the Group started to connect up its
Control over networks antennae using dedicated fiber links between its mobile sites.

In both the fixed and mobile sectors, being in control of the

network and related costs is essential for maintaining commercial Innovation
autonomy and therefore being able to propose differentiated
Innovation is part of the iliad Group’s DNA. Since launching its
service offerings and effectively manage the profitability of
very first fixed-line offer, iliad has stood out for its innovation
those offerings. This in turn boosts margins and cash flows. For
capabilities.
all of these reasons, the Group is continuing to actively work on
unbundling the local copper loop as well as participating in the
rollout of ultra-fast networks across France and deploying its Technical innovation
proprietary mobile networks in France and Italy. The Group’s first innovation was to choose to develop its own
equipment for carrying and transmitting data (e.g., DSLAMs), as
well as its own software and boxes. No other operator has made
Unbundling this choice, which is radically different from the general model of
The Group unbundled its first distribution frame in 2002 and now using third-party OEMs for all types of equipment.
covers over 90% of France with its own direct connections to the Thanks to this strategy, the Group has control over the
local network. This unbundling strategy is not just directed at technological solutions it uses and is free to change and develop
the most densely populated – and therefore the most profitable them in line with the commercial and technical choices it makes.
– areas. Instead, the Group has unbundled the loop right up In 2013, this control over its equipment enabled Free to integrate
to the smallest frames, enabling less populated areas to have VDSL2 into its offerings at no extra cost for its subscribers, and
triple-play services and fast Internet access via VDSL. Through to equip all of its DSLAMs with VDSL2 in the space of just a few
this strategy the Group has demonstrated its commitment to months. And in 2018, Free was able to independently integrate
regional development and bridging the digital divide. 10G fiber into the Freebox Delta. The Group has also regularly
incorporated new services into its fixed and mobile offerings
Fixed Ultra-Fast Broadband (4G, FreeWifi, Femtocells, and more).

Optical fiber – which has long been used by electronic Sales and marketing innovation
communications operators for long-distance links – has
established itself as the fastest, most reliable and most The Group’s second innovation is its sales and marketing model
powerful transmission technology available. It enables data to which enabled it to enter and become a major player in the
be transmitted at the speed of the light signal passing through fixed-line market. The Group has won both fixed-line and mobile
the fiber and consequently offers speeds of several hundred subscribers by proposing straightforward, no-commitment
Mbps or even much more. It is the use of this technology that offerings which it constantly enriches with new services. In the
has driven the surge in Internet usage worldwide. An optical Fixed business, the Group regularly proposes new television
fiber network with high upload and download speeds enables a services in its basic offering, has integrated VDSL 2 at no extra
variety of multimedia services to be used simultaneously. cost, includes calls to certain destinations and much more. And
in the Mobile business, it has broken away from the standard
iliad’s FTTH rollout is a logical extension of its strategy of practice of the incumbent operators who make their plans
investing in the deployment of its own infrastructure with the more expensive whenever they add a new service. The Group
aim of raising margins and profitability. has integrated 4G into its offerings at no extra cost, as well as
The regulatory framework applicable to rolling out the optical unlimited texts into the €2/month plan, roaming into the Free
fiber local loop differs depending on the geographic areas Mobile Plan and again, much more. It has also innovated in how
concerned. it sells its mobile plans by launching the first SIM-card dispensers
in France and Italy, which make it easy for subscribers to sign up
and immediately receive the right SIM card for their phone.
Mobile
Just as in the fixed-line market, being in control of the mobile
network is a sure way of achieving differentiation and longevity.
It enables a player to be independent, directly manage its
offerings and service quality, and be innovative and reactive.

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 OVERVIEW OF THE GROUP AND ITS BUSINESSES
The Group’s businesses 1
The Freebox
The Group’s most visible and emblematic innovation is the
Continuing the growth trajectory in Italy
In July 2016, the Group signed an agreement with the Hutchison
1
triple-play box, which iliad invented. The Freebox not only and VimpelCom groups in connection with the plan to merge their
enables the Group to develop its offering of added-value respective H3G and Wind subsidiaries (the “Wind Tre” merger),
services and meet demand for new usages but also helps it providing for iliad to acquire assets enabling it to become Italy’s
stand out from the competition and foster subscriber loyalty. fourth mobile operator. This agreement – which was approved
In 2018, the Group launched the Freebox Delta and the Freebox by the European Commission on September 1, 2016 – provides
One. With the Freebox Delta, iliad has put the box at the for the following over the period from 2018-2020: (i)  the
heart of households. Designed by the Group’s R&D teams, it is transfer of a set of frequencies (35  MHz), (ii)  an undertaking
the first box which, as well as having triple-play services, has to acquire macro sites of the merged network, (iii) a possibility
an exceptional sound system, can become a smart speaker, either to bring into force a RAN-sharing agreement covering
incorporates voice assistants and can be used to control different rural areas or to acquire macro sites in those areas, and (iv) an
screens and connected objects. And for the first time, the box all-technologies roaming agreement on the merged network,
itself has become a connected object that subscribers can keep effective for a period of five years and renewable by iliad for a
for themselves as the Player can be used as a smart speaker further five-year period.
or a voice assistant independently from Free. The Freebox On May  29, 2018, the Group began to market its offerings as
Delta constitutes a change in the Group’s financial model with Italy’s fourth mobile operator, under the “iliad” brand. The launch
subscribers invited to purchase the Player. was a huge success, with one million subscribers signing up in
just 50  days. By end-2019 the subscriber base was 5.3  million,
representing a market share of almost 7% achieved only a year
Capital expenditure
and a half after the commercial launch.
The Group employs a proactive capital expenditure policy aimed
iliad Italia has two main growth objectives:
at supporting its business as a telecommunications operator
(unbundling, building and co-financing FTTH networks, rolling  continue to grow its subscriber base;
out mobile networks in France and Italy and purchasing
 roll out a third-, fourth- and fifth-generation mobile
spectrum in France and Italy, including 5G frequencies in Italy
communications network to ensure network coverage
in 2018) and establishing its commercial presence (through
for areas where there are peak concentrations of mobile
physical stores and SIM-card dispensers in France and Italy).
subscriber traffic as well as continuity of coverage between
Its policy is also designed to enhance its subscriber relations
these areas, with a view to reducing the costs of mobile
(by communicating through all media including video calls and
services, notably those generated in connection with the
virtual assistance) and to develop new products and services
roaming agreement signed with Wind Tre.
(such as the Freebox Delta).
Thanks to this strategy, the Group:
Keeping on the lookout for acquisition
 has one of the largest IP networks in France, both in terms of
coverage and traffic volumes;
opportunities to drive growth
Although internal growth remains at the heart of its strategy,
 is the leading alternative FTTH operator in France, with
the Group also has a targeted external expansion policy that
10 million connectible sockets and 1 million FTTH subscribers;
it implements if opportunities arise in areas that strongly
 accelerated its rollout in Italy on the back of resounding complement its existing business or would result in improved
commercial success since it entered the market. use of its network and expertise.

1.3 THE GROUP’S BUSINESSES

1.3.1 THE FIXED BUSINESS IN FRANCE

1.3.1.1 Presentation of the Group’s offerings

In 2018, the Group put in place a new sales and marketing strategy based on a more rational pricing and promotions policy (for
example, offering an automatic discount for the first 12  months on its Broadband and Ultra-Fast Broadband plans other than the
premium plan). Building on this new approach, in 2019 the Group focused its sales and marketing strategy on (i) differentiation through
innovation, with the initial positive effects feeding through from the December 2018 launch of the Freebox Delta and the Freebox One,
and (ii) fiber, where its significant investments over the last ten years drove it to record the highest number of net adds on the French
market in 2019, cementing its status as France’s leading alternative Fiber operator.

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 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
The Group’s businesses

At December 31, 2019, the Group had five main fixed-line offerings (including two different plans for the Freebox Delta):

Freebox Freebox Freebox Freebox

Crystal mini 4K Revolution Freebox One Delta S Freebox Delta
INTERNET
 (10 GB  (10 GB
Optical Fiber    EPON Fiber) EPON Fiber)
xDSL+4G  
ADSL2+      
VDSL2     
WI-FI      
TV
Freebox TV (more than 220 channels) Optional     
Netflix Option Optional Optional   
Amazon Prime  
TV by CANAL Panorama (& myCANAL)   
4K-compatible  Optional 4K HDR 4K HDR 4K HDR
250 GB storage 250 GB 1 TB (optional) 1 TB (optional) 1 TB (optional)
Blu-Ray™ player 
Catch-up TV Optional     
VOD access option Optional     
SOUND
Devialet sound system 
VOICE ASSISTANT
Amazon Alexa  
OK Freebox  
Google Assistant 
CONNECTED HOME
Home automation system   
Security package option Optional Optional
UNLIMITED CALLS
To more than 110 fixed-line destinations    (1)
 (1)  (1)  (1)

To mobiles in Metropolitan France and

the overseas departments Option Optional
BOOKS, NEWSPAPERS
AND MAGAZINES
Bouquet Cafeyn by LeKiosk
Youboox One (free until Jan. 31, 2020) x

MONTHLY PRICE
First 12 months €9.99 €14.99 €19.99 €29.99 €39.99 €49.99
After 12 months €24.99 €34.99 €44.99 €39.99 €39.99 €49.99

(1) + 5 hours to Algeria and Tunisia

Depending on the eligibility of the subscriber’s line, Free’s offers areas depending on whether a subscriber’s line is eligible (IP
are compatible with the following Broadband and Ultra-Fast speeds);
Broadband technologies:
 VDLS2, which gives subscribers in unbundled areas and
 Fiber (FTTH), which gives access to Ultra-Fast Broadband with short lines Internet access at speeds of up to 100 Mbps
(up to 10 Gbps download and up to 400 Mbps upload); download and 40 Mbps upload;
 ADSL, which allows subscribers to access the Internet at a  xDSL/4G, which enables the xDSL signal to be bonded with a
speed of at least 2 Mbps and up to 22.4 Mbps in areas where 4G signal in areas with low fixed-line speeds, so subscribers
the local loop is unbundled, and 17.6 Mbps in non-unbundled can have up to 10 times faster speeds than when using ADSL
alone;

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 OVERVIEW OF THE GROUP AND ITS BUSINESSES
The Group’s businesses 1
 Since September  24, 2019, the Group has also offered its  Cloud computing, which is a model enabling convenient,
subscribers a 4G+ Box (for €29.99/month) which provides
easy access to ultra-fast Internet. This offer is aimed at
on-demand network access to a shared pool of configurable
computing resources. The Scaleway offering provides such
1
people located in areas that are not eligible for Fiber, where access, with small virtual servers that can be scaled up to
fixed-line Internet speeds are low but there is good 4G+ dedicated physical servers.
coverage.
In the first half of 2019, the Group strengthened its positioning
Through the Group’s offerings, depending on the plan they in the B2B market by acquiring a 75% majority stake in Jaguar
choose, subscribers are given the following services: Network for just under €100 million.
 Telephony: all subscribers have access to a telephone service This acquisition will help the Group to address the B2B market
under which they can make calls through their Freebox to in France more widely by developing innovative and competitive
fixed numbers in Metropolitan France (apart from short access offerings and services. It will also create significant
numbers and special numbers), as well as to over 110 fixed synergies for investment, innovation and know-how.
destinations outside Metropolitan France depending on the
terms of their plan. Additionally, various Group offers include
free calls or packaged deals for calls to mobile numbers in 1.3.1.2 Manufacturing operations for the Fixed
Metropolitan France; business
 Free proposes the largest audiovisual offering in the
market, enabling its subscribers to access a television Freebox
service comprising some 600 channels in all. Freebox TV The Group has chosen to develop its own Broadband and
has 220 channels in its basic package and the TV by CANAL Ultra-Fast Broadband Internet upload and download equipment
Panorama package adds 60 more, 30 of which are exclusive in-house in order to win as many new subscribers as possible in
to Freebox TV. Around 240 high definition channels are also a competitive and growing market by providing differentiated
available, as well as a catch-up TV service covering more than service offerings. As a result of the technological resources
100 channels; of the development team at Freebox  S.A.S. combined with
an extremely selective purchasing policy, the Group has been
 Free offers numerous value-added services including
able to optimize the cost of designing DSLAMs and a modem
Freebox Replay (its catch-up TV service), video on demand
capable of meeting the high bandwidth requirements necessary
(VOD), subscription video on demand, such as Netflix
to offer high value-added services. The use of both DSLAMs
(S-VOD), subscription to pay-TV packages and channels
and modems developed by the Group’s in-house teams enables
(Canal+, beIN Sports, etc.) and video games. The TV by
iliad to provide its subscribers with a first-rate technical service
CANAL offer gives subscribers access to over 100 channels
offering, capable of transmitting bandwidth-intensive voice,
on replay and 8,000 items of on-demand content on all types
data and audiovisual content simultaneously and over long
of screen (smartphone, tablet, Xbox 360, Xbox One and PC/
distances.
Mac). Freebox Crystal and Freebox mini 4K subscribers can
sign up to the Famille by CANAL offer and benefit from all of
the above channels, except for sports channels; Freebox DSLAMs
 Free proposes new uses for households, such as unlimited Freebox  S.A.S has developed various transmission devices
access to newspapers and magazines via LeKiosk (Freebox (DSLAMs) used by the Group for the ADSL, VDSL and fiber
Delta), Netflix (Freebox Delta and Freebox One) and voice- technologies that it proposes. The DSLAMs developed by
controlling their box using OK Freebox and Alexa (Freebox Freebox  S.A.S. were designed to leverage the Free network,
Delta) and Google assistant (Freebox mini 4K). In 2018, the which uses only IP protocol, and accommodate the high
Group moved into the smart-home segment by adding a bandwidth requirements of audiovisual services.
smart-home hub (Freebox Delta and Freebox Delta S) as well
as a security pack for home surveillance; The Freebox modem
 Hosting services, which correspond to (i) providing dedicated In 2001, the iliad Group invented the concept of the “box” – a
servers to private individuals who wish to secure their data, multi- service modem box offering Internet access as well as
and (ii) website hosting and the purchase/resale of domain telephony (VOIP) and television services (IPTV). Developed by
names (services targeted mainly at private individuals and iliad’s in-house teams, the Freebox is an easy-to-install scalable
very small businesses that have relatively low data storage modem with multiple functions that enables householders to
requirements). Hosting services are invoiced based on a converge their multimedia requirements.
monthly or annual subscription depending on the type of offer. Designed and developed by the Group’s research and
development teams, the Freebox modem and the Freebox
B2B offerings DSLAMs include components acquired from third-party
The Group’s hosting business is structured around three service suppliers and assembled by companies which are not part of
areas, each of which is represented by a brand: the Group.

 Hosting services, which correspond to providing dedicated The Freebox is now in its seventh version and boasts a host of
servers to private individuals and SMEs that wish to secure functions, some of which are exclusive to Free.
their data. This service is invoiced based on a monthly or
annual subscription depending on the type of offer;
 Colocation services, which consist of providing physical
space in a datacenter, as well as the associated electrical
capacity, in order to house bays and servers that generally
belong to end-customers;

Universal Registration Document 2019 - 21

 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
The Group’s businesses

The most popular Freebox versions are as follows:

Launched in March 2015, the Freebox mini 4K made Free the first operator in the world to offer an ADSL/
VDSL/FTTH box compatible with 4K technology (Ultra High Definition) and running Android TVTM. The
Freebox mini 4K
resolution of 4K (3,840 x 2,160 pixels) is four times higher than Full HD, and the Freebox mini 4K is able to
offer this innovative technology thanks to the powerful dual-core A15 processor in its Player, which runs at
1.5 GHz and has 2 GB of RAM. Android TVTM gives Freebox mini 4K subscribers access to a universe of content
and applications specifically developed for TV, as well as to Google Cast so they can easily transmit directly
on their TV content from their mobile phone, tablet or computer (such as photos, videos, YouTube videos
and music). In addition, with the Freebox mini 4K, Free is the first operator to offer a remote control with an
integrated microphone to make voice searches. This smart remote control uses Bluetooth™ technology and
makes it easy to access all of the available services.

Launched in December 2010, the Freebox Revolution comprises a modem (the Freebox Server) and a set-top
box (the Freebox Player). Developed by Freebox  S.A.S.’s technical teams, this equipment can be used by
both ADSL/VDSL and FTTH subscribers. The modem has numerous connection interfaces and has been
designed to connect to any device, therefore providing subscribers with optimal Internet access. As well
as integrating two loudspeakers, the Freebox Revolution has a 250  GB NAS hard drive to cover all new
Freebox Revolution
multimedia usages and to simplify content sharing between different users and equipment. The offer also
includes pre-associated Freeplugs that integrate Power Line Communication (PLC) technology with a view to
creating a straightforward and secure link between the Freebox Player and the Freebox Server. The Freebox
Player was developed in the aim of simplifying the use of television over the Internet while offering the
best of TV. Thanks to its high-quality smooth performance users can fully reap the benefits of the services
available, including TV, VOD, online games and the integrated Blu-RayTM player. The software used in the
Group’s boxes is mainly developed in-house based on open source software such as Linux, which enables the
developer community to contribute to creating numerous applications.
Launched in December  2018, the Freebox Delta reflects a completely rethought approach to the notion
of a box with a Server for Internet and a Player for TV. The Server is the first in France to offer 10G fiber
technology and xDSL+4G bonding, and also has Tri-Band MU-MIMO WiFi capable of delivering speeds of up
to 4.4 GBps on fiber. The Freebox Delta is also compatible with xDSL. Its Server includes a smart-home hub,
an NAS that can store up to 1 TB of data, and a built-in alarm with an optional home security pack. The other
major innovation of this Freebox is its Player, which was created in conjunction with the multi award-winning
audio engineering start- up, Devialet. The Freebox Delta Player produces the perfect sound experience, both
Freebox Delta
in terms of hardware (six speakers and Dolby) and software, thanks to SPACETM technology, which scans
the listener’s room and adapts the sound to fill it. So this “set-top box” is much more than just a box. It is an
exceptional quality speaker with two voice assistants (OK Freebox and Amazon Alexa). And as everything
is different with the Freebox Delta, its Player is being offered to subscribers to purchase for €480, either
outright or through an interest-free loan taken out with Younited, with 48 monthly repayments of €10. Lastly,
to ensure the images relayed to subscribers match the sound experience, the Freebox Delta Player has the
fastest processor ever integrated in a Freebox – the Qualcomm ARMv8 – as well as 2 GB of RAM, which means
it can transmit compatible content in 4K HDR 10 with perfect picture clarity.

22 - Universal Registration Document 2019

 OVERVIEW OF THE GROUP AND ITS BUSINESSES
The Group’s businesses 1
1.3.2 THE MOBILE BUSINESS IN FRANCE
1
1.3.2.1 Presentation of the Group’s offerings
In 2019, the Group continued to focus on improving its subscriber mix by increasing the proportion of subscribers on the Free Mobile
Unlimited 4G Plan. This notably entailed keeping the intermediate plan first launched in 2018, which costs €9.99 a month (€8.99/month
until October 2019) for 12 months and then switches automatically to the Free Mobile Unlimited 4G Plan, therefore boosting revenues
invoiced to subscribers. Similarly, we pursued and stepped up our pro-active campaigns to migrate subscribers on the €2 plan to the
Free Mobile Unlimited 4G Plan.

At December 31, 2019, the Group had the following mobile offerings:

€2 Plan Free Mobile Unlimited 4G Plan

Commitment No commitment No commitment

Unlimited (including to mobiles
in the USA, Canada, the DOM and
China, to 100 international fixed
destinations, and from the USA,
Calls (from France and the rest of Europe South Africa, Australia, Canada,
and the French overseas departments 120 voice call minutes (including Israel and New Zealand to fixed
(départements d’outre-mer – DOM) to mobiles in the USA, Canada, lines and mobiles in the same
to fixed and mobile numbers in France, the DOM and China, and to 100 country as the originating call and
Europe and the DOM) international fixed destinations) in Metropolitan France)
Texts/MMS in Metropolitan France and from Europe and
the DOM to Metropolitan France, Europe and the DOM Unlimited Unlimited
Unlimited 4G data in France
(100 GB per month for
50 MB per month of 3G/4G data non-Freebox subscribers) and
in France and 50 MB usable in 25 GB per month usable in Europe,
Data Europe and the DOM the DOM and 17 other countries
€19.99/month (€15.99/month for
Price €2/month Freebox subscribers)

The Group also has a special version of its Free Mobile Unlimited 1.3.2.2 Mobile network rollout operations
4G Plan – the Free 4G Series Plan – which costs €9.99 per month
for 12 months, before automatically switching to the Free Mobile Since it was awarded France’s fourth 3G mobile license in
Unlimited 4G Plan (100  GB for non-Freebox subscribers). This January 2010, the Group has continuously enriched its frequency
plan includes fewer roaming destinations than the standard Free portfolio.
Mobile Unlimited 4G Plan and less mobile data (50 or 60  GB After being allocated 5 MHz duplex in the 900 MHz and 2,100 MHz
depending on the package). frequency bands and 20  MHz duplex in the 2,600  MHz band
when it launched its Mobile business in 2012, the Group then
Mobile phones rounded out its portfolio in Metropolitan France in 2015 and 2016
by acquiring additional spectrum in several refarming processes
The Group offers a selection of the latest mobile phones on the
carried out by ARCEP. At December 31, 2019, the Group had a
market. With a view to being as transparent as possible, Free
total portfolio of 55 MHz duplex with balanced coverage across
offers phones separately from its subscriptions, which means
Metropolitan France, enabling it to deliver high-performing
that subscribers can opt for whichever plan and phone they
services in both 3G and 4G.
prefer, or can choose not to purchase a phone at all. Several
different solutions are available for subscribers who choose to In 2018, ARCEP (the French telecommunications regulator)
obtain their phone from Free: carried out a procedure to reallocate frequencies in the
900 MHz, 1,800 MHz and 2.1 GHz bands, whose licenses expire
 purchasing a phone and paying for it upfront;
between 2021 and 2024. Following this procedure, the Group will
 purchasing a phone and spreading the installments (four have additional frequencies in the 900 MHz and 2.1 GHz bands.
interest-free installments or 24 installments, depending on ARCEP announced the spectrum reallocation in a decision dated
the model); November 15, 2018, with the Group being allocated an additional
 renting a phone: subscribers can rent high-end smartphones 3.7  MHz in the 900  MHz frequency band and an additional
for a minimum of 24  months. Depending on the type of 9.8 MHz in the 2.1 GHz band.
phone chosen, the subscriber makes an initial payment of This reallocation procedure will gradually lead to a more
between €89 and €399 and then pays a monthly rental fee of balanced split of frequencies between France’s operators. The
between €12 and €30 (again, depending on the phone) over frequencies in the 900 MHz and 2.1 GHz bands allocated to Free
a period of 24 months. At the end of this period, subscribers Mobile will be available when their current licenses expire, i.e., in
can either return their phone and get a latest-generation 2021 and 2024, respectively.
phone under a new rental agreement, or extend the rental
period for their existing phone.
In all cases, the Group recognizes the corresponding revenue
when the phone is received by the subscriber.

Universal Registration Document 2019 - 23

 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
The Group’s businesses

Frequency portfolio Frequency portfolio

at end-2019 at end-2024

700 MHz 2 x 10 MHz 2 x 10 MHz

900 MHz 2 x 5 MHz 2 x 8.8 MHz
1.800 MHz 2 x 15 MHz 2 x 15 MHz
2.1 GHz 2 x 5 MHz 2 x 14.8 MHz
2.6 GHz 2 x 20 MHz 2 x 20 MHz

TOTAL 2 X 55 MHZ 2 X 68.6 MHZ

Lastly, licenses for the 3.5 GHz frequencies used for 5G will be  mobile technical equipment: 6 and 18 years;
allocated in 2020, following a spectrum auction. On February 25,
 other equipment: 3 to 5 years;
iliad put itself forward as a bidder for one of the blocks, which
has a reserve price.  other assets: 2 to 10 years.

Rollout of a network of mobile masts Strategic industrial partnership with Cellnex

Since it was awarded France’s fourth 3G mobile license, the On May  7, 2019, iliad announced that it had entered into a
Group has implemented its mobile network rollout strategy strategic partnership with Cellnex concerning the Group’s
by drawing on its extensive fixed transmission network and passive mobile telecommunications infrastructure in France and
putting in place specific business units that effectively manage Italy. The partnership deal was finalized on December 23, 2019
and oversee the network rollout process (seeking out sites, for France.
undertaking discussions with all types of lessors, carrying
In France, iliad sold to Cellnex 70% of the Company that manages
out administrative and regulatory procedures, performing
its French passive mobile telecommunications infrastructure
installation works and ensuring compliance with the related
(“On Tower France”), comprising 5,700  sites at end-2019. The
safety rules, and monitoring the operation and maintenance of
deal was based on an enterprise value of €2 billion for On Tower
radio equipment at sites where it has been installed).
France.
The Group accelerated its mobile network rollout drive in 2019,
In addition to this industrial partnership, through which Cellnex
with:
and iliad will together manage and develop On Tower France,
 the opening of over 2,500 new 3G sites, bringing the Group’s iliad and On Tower France have entered into a long-term access
total number of 3G sites to 17,000 at end-2019 and giving it a and services agreement, providing for a build-to-suit program
coverage rate of 97.7% of the French population; encompassing up to 4,500  sites (of which 2,500 have been
committed to by iliad). This program is expected to generate
 ongoing deployment of 4G technology. This has been
around €400 million for the Group over the next seven years. On
a priority for the Group ever since it launched its Mobile
Tower France will not only host new clients at its existing sites
business. And 2019 was no exception, with (i) new 1,800 MHz
but will also continue to build new sites to meet the growing
frequencies made available at over 3,100 additional sites, and
demand of all French operators.
(ii) the deployment of 700 MHz frequencies at some 8,800
additional sites across France. The continued deployment
of these new frequencies during 2019 enabled the Group
to increase its 4G coverage to 95.7% at the year-end and to
strengthen its 4G indoor quality. At December 31, 2019, the 1.3.3 THE MOBILE BUSINESS IN ITALY
Group had more than 14,800 4G sites;
 continued investment in the fiber backhaul network for
mobile sites. In view of ever-faster Internet speeds and the 1.3.3.1 Presentation of the Group’s offerings
growing number of 4G users, the interconnection capacity of The Group has had resounding commercial success in Italy since
mobile sites is of critical importance to operators. In order to it first launched its Mobile business there on May  29, 2018. It
be able to offer its subscribers the best possible speeds, the ended 2019 with some 5.3  million subscribers, representing
Group has decided to prioritize the use of fiber for connecting around 7% of the Italian mobile market (excluding M2M).
its sites. As a result, at December 31, 2019, 93% of the Group’s
In May 2018, iliad Italia originally launched a single plan costing €5.99
sites in very densely populated areas were fiber-connected,
a month (unlimited calls and text messages, with 30 GB/month
enabling it to offer its subscribers the best 4G speeds;
of data in Italy and 2  GB/month in Europe) plus a €9.99 SIM
 further efforts to develop the shared passive mobile card activation fee. The Company subsequently upscaled its
infrastructure offering with other operators (see the section offer, proposing 40 GB/month for a monthly cost of €6.99. Since
on the strategic industrial partnership with Cellnex). September 6, 2018, iliad Italia has offered a plan costing €7.99/month
Thanks to its rollout momentum, the Group exceeded its (price still applicable at end-2019) which includes:
coverage objectives for 2019, as well as its target of deploying  unlimited voice calls (i)  to mobiles and fixed lines in Italy,
more than 2,000 new sites during the year. The Group intends mobiles in the United States and Canada and over 60
to continue its deployment of 700  MHz frequencies across its international fixed-line destinations and (ii)  from Europe to
network. fixed lines and mobiles in Italy and Europe;
The depreciation/amortization periods applied for the main  unlimited text messages in Italy and from Europe to Italy and
assets brought into service are as follows: Europe;
 licenses: between 15 and 19 years;  50 GB/month of 3G/4G/4G+ data in Italy and 4 GB/month of
 general equipment: 10 years; data in Europe.

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 OVERVIEW OF THE GROUP AND ITS BUSINESSES
The Group’s businesses 1
This no-commitment plan – which also includes services such
as voice mail, caller display and checking data usage – has no
hidden costs and is guaranteed for life. It was primarily designed
1.3.3.2 Presentation of the Group’s operations
In November 2016, the Italian authorities authorized the transfer
1
for subscribers who want the freedom to call and have 4G/4G+ of the various frequencies covered by the agreement signed
data access at a very competitive price. The plan includes mobile between iliad and the Hutchison and VimpelCom groups. This
data in Europe and unlimited minutes of international calls. gave iliad a balanced portfolio of 2 x 35 MHz (duplex) frequencies
in Italy, comprising:
The Group also proposes a plan centered on voice calls at the
cheapest price in the Italian market for this segment, which  2 x 5 MHz in the 900 MHz band;
includes:  2 x 10 MHz in the 1,800 MHz band;
 voice call minutes in Italy and to over 60 international  2 x 10 MHz in the 2,100 MHz band;
destinations, including fixed lines and mobiles in the USA and
 2 x 10 MHz in the 2,600 MHz band;
Canada, as well as from Europe to fixed lines and mobiles in
Italy and Europe; The purchase price of this portfolio of frequencies was
 unlimited texts/MMS in Italy and from Europe to Italy and
€450 million, payable in installments between 2017 and 2019. At
Europe; December 31, 2019, the Group had paid all of the amounts due for
these frequencies.
 40 MB of 4G/4G+ data and an additional 40 MB of roaming
in Europe. In addition, in the second half of 2017, the Group paid
€220  million to the Italian government in connection with the
This no-commitment plan has no hidden costs, is for life, and process of refarming 1,800 MHz frequencies and extending their
includes the same services as the 50 GB and 40 GB offerings. licenses until 2029.
The Group’s Italian offering also includes a selection of the latest In 2018 the Italian government carried out an auction for the
Apple iPhones (iPhone XR, XS, XS  Max, 11 and 11 Pro). With a allocation of 700 MHz frequencies as well as the 3.6 GHz-3.8 GHz
view to being as transparent as possible, iliad Italia offers phones and 26  GHz-27  GHz frequencies that will be used for 5G. The
separately from its mobile subscriptions, which means that results of the auction were announced in October 2018 and the
subscribers can opt for whichever plan and phone they prefer, or Group was allocated the following (for a total of €1,193 million):
can choose not to purchase a phone at all. Currently the solution
 2 x 10 MHz in the 700 MHz band;
offered by iliad Italia for acquiring a phone is outright purchase
with upfront payment.  20 MHz in the 3.6-3.8 GHz band;
 200 MHz in the 26.5-27.5 GHz band.
These frequency purchases were in line with iliad Italia’s aim
of strengthening its portfolio in order to pursue its innovation
drive, rapidly develop a 5G offering and meet the rising demand
for bandwidth in Italy.

Frequency portfolio
at end-2019

700 MHz 2 x 10 MHz
900 MHz 2 x 5 MHz
1,800 MHz 2 x 10 MHz
2.1 GHz 2 x 10 MHz
2.6 GHz 2 x 10 MHz
3.7 GHz 1 x 20 MHz
27 GHz 1 x 200 MHz

TOTAL 310 MHZ

In accordance with the rules set for the spectrum auction and pursuant to the Italian 2018 Finance Act (L. 205/2017), the amount due
is payable in installments over the period 2018-2022 as follows:

In € millions 2018 2019 2020 2021 2022

Installments 144 9 55 27 959

Rollout of a mobile network in Italy in Italy, enabling iliad Italia to start carrying some traffic on
Since late 2016 and the signature of the agreement with the its own network;
Hutchison and VimpelCom groups, iliad has been rolling out its  deploying a backbone of some 26,000 km in order to connect
mobile network in Italy, which has notably involved: up Italy’s principal towns and cities to the Group’s two main
 deploying mobile sites. At end-2019, the Group had over 4,000
mobile network centers located in Milan and Rome;
equipped sites in Italy, versus 1,500 at December  31,  2018,  rolling out the core network and interconnections with
in line with the objectives it set itself at the beginning of Wind Tre to manage traffic under the MOCN (Multi-Operator
2019. The Group’s access to sites has been facilitated by the Core Network) solution. This technical solution for connecting
acquisition of sites scheduled to be decommissioned by Wind up Wind Tre’s radio equipment to the Group’s core network
Tre as well as  sites made available by major infrastructure creates a more effective and optimal flow of traffic between
lessors and operators; the two networks compared with a more “conventional”
 switching on mobile sites, which the Group began during
roaming solution.
2019. At the year-end, over 2,000 sites had been switched on
Universal Registration Document 2019 - 25
 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
The Group’s businesses

Strategic industrial partnership with Cellnex with the French General Directorate for Competition Policy,
On May  7, 2019, iliad announced that it had entered into a Consumer Affairs and Fraud Control (Direction Générale de
strategic partnership with Cellnex concerning the Group’s la Concurrence de la Consommation et de la Répression des
passive mobile telecommunications infrastructure in France Fraudes – DGCCRF), performing audits and setting benchmarks,
and Italy. In Italy, this partnership comprised the sale of closely co-operating with the Service National Consommateur
2,185  sites. The partnership deal was completed by iliad Italia (the French ombudsman responsible for settling complaints
on December  3,  2019 and a total amount of €600 million was and disputes), contacting subscribers through text messages,
paid to iliad. setting up subscriber telephone surveys to verify service quality,
and providing a personalized online account management
In addition, Cellnex and iliad Italia have also entered into a interface for subscribers that can only be accessed with the
long-term access and services agreement, providing for a user’s individual user name and password.
build-to-suit program encompassing 2,000 sites (of which 1,000
have been committed to by iliad). This program is expected to All of the above measures contribute to the Group’s overall
generate at least €150 million for the Group over the next six objective of constantly enhancing and developing the services
years. offered to subscribers in order to effectively meet their existing
requirements while at the same time anticipating their future
needs. With the same aims in mind, the Group’s internal
processes (related to subscriber recruitment, incident tracking,
changes of address, payment and service utilization, etc.) are
1.3.4 SUBSCRIBER RELATIONS continually reviewed in order to make them as straightforward
AND PHYSICAL DISTRIBUTION and easy to use as possible for subscribers.

NETWORK IN FRANCE
1.3.4.2 The Free Center retail network
At end-2019, the Group had a network of 81 Free stores (Free
1.3.4.1 Support services and subscriber Centers) located throughout France, with a flagship store of
relations in France over 600 sq.m based in central Paris.
The Group’s fixed-line and mobile subscribers in France are The Free Centers have a three-fold objective:
provided with technical support and after-sales services through  to increase the Group’s subscriber base by attracting new
a telephone helpdesk platform run by iliad subsidiaries. iliad is subscribers or by encouraging existing fixed-line subscribers
currently focusing on strengthening and training its technical and to add mobile services and vice versa;
after-sales support teams, developing new systems to optimize
the services provided to subscribers, and enhancing subscriber  to provide after-sales services to subscribers and reassurance
relations. The main objectives set by the Subscriber Relations through one-on-one contact;
Department are to improve service quality and subscriber  to showcase the Free brand by bringing it physically closer to
satisfaction rates, effectively manage the number and length of subscribers and promoting the benefits of its offering.
calls as well as repeat calls, optimize the call handling process,
strengthen career development measures for staff and apply
Dunkerque
them consistently across the various subscriber support sites, Boulogne-sur-Mer
and launch new projects.
Noyelles-Godault Valenciennes
Lille
As well as 7/7 telephone assistance on sales and technical issues,
the Subscriber Relations Department provides subscribers with Amiens
an online support service available through the Free and Free Rouen
Metz
Le Havre Reims
Mobile websites. This service gives answers to user FAQs and Caen Cergy Aéroville
Paris Rosny 2
allows subscribers to ask the support service specific questions Saint Brieuc
Strasbourg
Brest Carré-Sénart
via email or chat. Rennes Troyes
Lorient
Laval Le Mans
The latest innovative service launched by the Subscriber Orléans Mulhouse
Relations Department is “Face to Free”, which gives subscribers Saint-Nazaire
Angers
Tours Besançon
an additional source of contact by being able to communicate Nantes Dijon
with FreeHelpers via a video link and remote access technical
support. This meets current user demand as it means that Poitiers
subscribers can actually see how the FreeHelpers solve the La Rochelle Annecy
technical issues concerned. Limoges Clermont-Ferrand
Chambéry
Lyon
The management teams of the call centers implement a Angoulême
Saint-Etienne
Grenoble
strict quality policy based on respect for subscribers. As a Valence
result, iliad – whose call centers have obtained NF Service Bordeaux

(AFAQ/AFNOR) certification – continually develops new high Agen Avignon

value-added services both for its subscribers and its helpdesk Nîmes
Aix-en-Provence
Montpellier
staff. These include extending local support services (through Bayonne
Toulouse Marseille Nice
Béziers Toulon
free home visits by technicians organized in rapid time Pau
frames), creating laboratories, regularly updating the quality
manual and related guidelines, setting up on-site steering Perpignan
committees and operations committees to ensure across-the-
board performance and the effective implementation of action
plans, regularly carrying out analyses of complaints lodged

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 OVERVIEW OF THE GROUP AND ITS BUSINESSES
The Group’s businesses 1
iliad’s Subscriber Relations Department can be contacted by
1.3.4.3 Self-service kiosks with SIM-card
dispensers phone or regular mail or via social media (Facebook, Twitter
and Instagram). Social media contacts are managed entirely
1
The Group’s research and development teams have devised in-house in almost real time in the aim of giving subscribers
self-service kiosks for mobile subscriptions with integrated fast, competent answers to technical and sales queries. The
SIM  card dispensers. These kiosks – which are fully automated Social Media team operates via a technological platform that
and can be used to take out a subscription or change SIM card agents can use to track and classify each interaction in order
in a matter of minutes – have been installed in partnership with to improve self-assistance functions, process automation, and
the Maison de la Presse and Mag Presse store network and ultimately enhance subscriber satisfaction. Service quality is
have allowed the Group to further extend its physical presence assessed by subscribers themselves via questionnaires sent
in France. At December 31, 2019, the Group had approximately out at the end of each interaction with the Subscriber Relations
1,500 such kiosks across France. Department. Maintaining high quality services is the support
service’s primary objective and is a means for iliad to stand out
from its competitors in the Italian telecommunications market in
terms of CSI and NPS key performance indicators. Each support
1.3.5 SUBSCRIBER RELATIONS service interaction is looked on as a way of finding out more
about subscribers and of improving the processes and services
AND PHYSICAL DISTRIBUTION delivered.
NETWORK IN ITALY All of the above measures contribute to the Group’s overall
objective of constantly enhancing and developing the services
offered to subscribers in order to effectively meet their existing
Support services and subscriber relations requirements while at the same time anticipating their future
needs. With the same aims in mind, the Group’s internal
The Group’s mobile subscribers in Italy are provided with
processes (related to subscriber recruitment, incident tracking
technical support and after-sales services through a telephone
payment and service utilization, etc.) are continually reviewed
helpdesk platform run by Group service providers. iliad is
in order to make them as straightforward and easy to use as
currently focusing on strengthening and training its technical and
possible for subscribers.
after-sales support teams, developing new systems to optimize
the services provided to subscribers, and enhancing subscriber
relations. The main objectives set by the Subscriber Relations Distribution channels
Department are to improve service quality and subscriber
satisfaction rates, effectively manage the number and length of The Group has put in place several different distribution channels
calls as well as repeat calls, optimize the call handling process, for its mobile offering in Italy:
strengthen career development measures for staff and apply  physical distribution:
them consistently across the various subscriber support sites,
and launch new projects.  a network of 14 stores in major Italian cities,
 a network of nearly 1,000 SIM card dispensers (“Simboxes”)
As well as 7/7 telephone assistance on sales and technical issues,
in 300 kiosks located in busy catchment areas. These
the Subscriber Relations Department provides subscribers with
dispensers comply with the applicable Italian legislation,
an online support service available through iliad’s website. This
particularly “Pisanu’s law”, which requires identification of
service gives answers to user FAQs and allows subscribers to
subscribers when they take out their subscription,
ask the support service specific questions.
 access to a nationwide network of resellers enabling
subscribers to top up their plan;
 digital distribution:
 online distribution accessible via mobile phone, tablet or
computer, enabling users to take out their mobile plan on
line and receive their SIM card at home through the post.

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 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
A network serving the Group’s Internet and telephony operations

1.4 A NETWORK SERVING THE GROUP’S INTERNET

AND TELEPHONY OPERATIONS

In line with the strategy described in Section  1.2.3 above, the The sections of the network that are not covered by such
Group has a constant and pro-active policy of investing in its agreements are either leased or owned outright, notably
networks in France and Italy in order to offer subscribers the following joint construction projects undertaken with private
best connectivity. operators or local authorities.
The Group’s networks are based on:
 backbone transmission infrastructure;
 local fixed loops obtained through unbundling and the fiber 1.4.2 FIXED-LINE NETWORKS
rollout;
AND LOCAL LOOPS
 the rollouts of mobile networks in France and Italy.

1.4.2.1 Interconnection architecture between

the Group’s network and the incumbent
1.4.1 BACKBONE TRANSMISSION operator’s network
INFRASTRUCTURE In order to interconnect to the incumbent operator’s network
in a given trunk exchange area, the Alternative operator must
install a physical connection from a point-of-presence (POP) to
1.4.1.1 Backbone transmission network a switch located in one of the incumbent operator’s 18 digital
technology main switching units.
The Group’s backbone transmission network is entirely built with The Alternative operator may also connect to the lowest
optical fiber. Its optical communications technology is based on hierarchical level of switches installed on the network, i.e., the
the Dense Wavelength Division Multiplexing (DWDM) technique digital local exchange, which is the switch closest to the user.
which enables several wavelengths to be carried on the same In turn, each user of the incumbent operator’s fixed-line
optical fiber. telephone services is connected to a digital local exchange by
Using the optical transmission equipment set up by the Group, means of a local concentrator.
every wave carries a signal at a very high speed (10 Gbps and In view of the high density of the Group’s network, it is directly
100 Gbps), and at least 32 different waves can be carried on the connected to almost all of the incumbent operator’s digital local
same optical fiber. This means that each link has a capacity of exchanges in Metropolitan France.
several hundred Gbps, which can be considered as practically an
“infinite” transmission capacity.
The Group has full control over its transmission capacities as it
1.4.2.2 Local loop unbundling
has built or leased the sections of dark optical fiber it requires The local loop is the part of the network located between
(see below) and operates its transmission equipment itself the telephone socket on the subscriber’s premises and the
thanks to its investments in multiplexers. main distribution frame (or local concentrator) to which the
subscriber’s line is connected.
Italy The incumbent operator must, upon request, provide any Other
As part of its business development project in Italy, the Group Licensed Operator (OLO) with direct access to the local loop.
has rolled out an optical fiber backbone network that connects This access, which is referred to as unbundling, allows the OLOs
up Italy’s principal towns and cities between themselves and to to control access to their subscribers by operating their own
the Group’s main mobile network centers located in Milan and equipment.
Rome. The network set up in Italy is interconnected at different In an unbundled system, the copper pair (the part of the
points to the Group’s long-standing backbone network in France. subscriber’s line which connects the subscriber to the closest
At December 31, 2019, the Group’s backbone network comprised digital local exchange) is not connected directly to the
over 160,000  linear km of optical fiber, including almost equipment managed by the incumbent operator, but rather to
26,000 km in Italy. an ADSL/VDSL line concentrator (also called a DSLAM) installed
in colocation facilities or dedicated spaces provided for this
purpose in the incumbent operator’s exchanges and managed
1.4.1.2 Ownership of the network by the operator chosen by the subscriber.
Part of the network is held under Indefeasible Rights of Use (IRU) Local loop unbundling enables OLOs to become largely
agreements, Free’s preferred method. Under these long-term independent from the incumbent operator’s network. The
agreements, the Group has acquired the indefeasible right to recurring charges payable to the incumbent operator relate
use the fibers for a given period, without having to obtain any primarily to the rental of the copper pair, the splitter (only
right-of-way easements. for partial unbundling) and the copper tie cable linking the
subscriber’s modem to the operator’s DSLAM.

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 OVERVIEW OF THE GROUP AND ITS BUSINESSES
A network serving the Group’s Internet and telephony operations 1
The main capitalized costs under Option 5 correspond to access
Transmission network and unbundling the local loop
Having laid over 139,000  km of fiber, the Group has rolled fees billed by the incumbent operator, which are as follows: 1
out one of the largest IP networks in France, both in terms of
coverage and traffic volumes. It draws on this extensive network
to connect up subscriber connection nodes and unbundle the • Fees for access to the DSL Access service: €56.00
local loop. In 2019, it continued to extend its coverage by opening
1,300 new subscriber connection nodes, which brought the total • Fees for access to the DSL Access Only service: €61.00
number of unbundled subscriber connection nodes to 14,600
• Fees for access to the DSL Access Only service
throughout France at the year-end. All of the network equipment
(where operator access was already in place): €17.00
(Freebox DSLAMs) installed in the subscriber connection nodes
are compatible with VDLS2 technology, which therefore means
eligible subscribers have access to the best possible speeds on Capitalized access fees are depreciated over a period of seven
the local copper loop. years as from when the related services are provided.

The optical fiber used in the transmission network is depreciated

over periods ranging from 10 to 27  years. The equipment 1.4.2.3 Rollout of Ultra-Fast fixed networks
installed in the subscriber connection nodes (Freebox DSLAMs) Optical fiber – which has long been used by electronic
is depreciated over five or six years. communications operators for long-distance links – has
established itself as the fastest, most reliable and most powerful
Operating costs and capital expenditure by subscriber transmission technology available. It enables data to be
The operating and capital expenditure for these two options transmitted at the speed of the light signal passing through the
differ significantly. fiber and consequently offers speeds of several hundred Mbps
and even much more. It is the use of this technology that has
The main costs that the Group capitalizes for Option 1 relate to driven the surge in Internet usage worldwide. An optical fiber
the following: network with high upload and download speeds enables a
 the boxes provided to subscribers; variety of multimedia services to be used simultaneously.
 fees billed by the incumbent operator for access to The Fiber rollout is a logical extension of iliad’s strategy of
unbundling services (also known as cabling costs or access investing in the deployment of its own infrastructure with the
fees), which amount to €50 per subscriber for full unbundling aim of increasing margins and profitability.
and €66 per subscriber for partial unbundling; The regulatory framework applicable to rolling out the optical
 logistics and modem dispatch costs. fiber local loop differs depending on the geographic areas
concerned.
All of the above items (Freebox modems, access fees and
logistics costs) are depreciated over a period of five or seven
years. Rollout of optical fiber local loops in very densely
populated areas (approximately 7 million lines)
Under Option 5, total capital expenditure is lower as the majority
of new subscribers are provided with Freebox Crystal modems. In decision no.  2013-1475 dated December  10, 2013, ARCEP
issued a list of 106 municipalities that it classified as “very densely
populated areas”. In these areas, each operator is responsible for
rolling out its own network up to shared access points which
are generally located inside buildings. The in-building cabling is
then shared by the operators.

ON (Free)
Shared access
point

Key

Building operator
Free

In view of the above ARCEP decision, the Group is rolling out its network in Paris, and (ii)  the incumbent operator’s access
own FTTH infrastructure in very densely populated areas, which offer under which third parties can access its existing cable
involves: ducts in other areas of France;
 acquiring and fitting out premises to house optical nodes  connecting the horizontal network to the shared access
(ONs); points;
 carrying out horizontal rollouts, which consist of laying optical  carrying out the final connection phase, which entails
fiber cables between the ONs and the shared access points. fitting an optical fiber socket in the subscriber’s home and
The Group’s horizontal rollout phase is being undertaken using connecting it to the building’s vertical fiber cables through
(i)  the accessible galleries of the underground wastewater the floor distribution box.

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 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
A network serving the Group’s Internet and telephony operations

By rolling out its own optical fiber local loop, the Group directly owns FTTH progress report at December 31, 2019
all of its fiber-to-the-home infrastructure and is therefore totally 2019 was a record year, both in terms of new connectible sockets
independent from the incumbent operator. This means that it has and new subscribers connected up to FTTH:
complete control over its service quality and subscriber relations,
and can provide its subscribers with access to a technology that  the number of connectible sockets increased by nearly 45%
fully meets their growing bandwidth requirements. over the year and totalled 13.9 million at end-December 2019,
representing almost one in every two households in France
Rollout of optical fiber local loops outside very (versus 9.6  million one year earlier). The Group’s fiber
offerings are now available in roughly 4,400 municipalities
densely populated areas
(1,100 at end-2018). In addition, after completing its horizontal
Outside very densely populated areas, in order to optimize coverage in very densely populated areas in 2018, the Group
fiber rollouts and operators’ capital expenditure, the applicable almost finished its vertical connections in 2019, with a ratio of
regulatory framework (as defined in ARCEP decision no. 2010-1312 around 90% at the year-end;
dated December  14, 2010), provides for more extensive
infrastructure sharing as it requires operators that roll out networks  the Group’s FTTH subscriber base grew by almost 80% in 2019,
to create shared access points located outside private property and stood at 1,760,000 at the year-end. Fourth-quarter 2019
boundaries which can each be used for around 1,000 lines. was a record quarter in terms of connections, with 245,000
new subscribers. The sharp year-on-year increase was due to
a) Private co-financed areas (approximately 14 million lines) three main factors:
Under the offer proposed by the incumbent operator and the  French households’ growing appetite for FTTH technology,
second operator responsible for rolling out fiber in private
 gradual commencement of marketing of Free’s FTTH
co-financed areas, each operator can access all of the deployed
offerings outside very densely populated areas,
lines and only has to co-finance the rollout to the extent of the
local market share it is seeking to achieve, through purchases  the successful reorganization of internal procedures
of 5% tranches. As a result of the incumbent operator’s access for connecting FTTH subscribers, notably by hiring and
offer, co-financing can be used not only for the line between the training employees specialized in subscriber connections;
shared access point and the building, but also for the backhaul The strong acceleration in subscriber connections has enabled the
fibers between the shared access point and the optical node. Group to consolidate its position as France’s leading alternative
b) Public Initiative Networks (PINs) in the rest of France FTTH operator. With 777,000 new FTTH subscribers in 2019, the
target of topping the 500,000 adds mark for the year as a whole
FTTH networks are rolled out in PIN areas in a number of ways, was already reached by the third quarter. In view of this, the
which may require entering into agreements with the public Group is standing by its objectives of:
bodies in charge of rolling out the networks or with the private
entities that market them.  having 22 million connectible sockets by 2022 and around
30 million by 2024;
Strategic partnership with InfraVia  topping the 2 million subscriber mark in 2020 and reaching
The Group was the first operator, as of August 2012, to (i) take 4.5 million in 2024.
up the incumbent operator’s third-party operator access offer
for its FTTH lines outside very densely populated areas and
(ii)  undertake to co-finance the FTTH network in certain urban
areas proposed by the incumbent operator. Since 2017, it has also 1.4.3 ROLLOUT OF A THIRD- AND
entered into several framework agreements in areas covered by
PINs, with the operators marketing FTTH lines in those areas
FOURTH-GENERATION MOBILE
(Axione, Orange and Covage, for example) as well as directly COMMUNICATIONS NETWORK
with a number of public bodies (including Auvergne Très Haut
Débit, Vendée Numérique and others).
In 2019, in order to accelerate its fiber rollouts in private 1.4.3.1 Rollout of a 3G/4G/5G mobile
co-financed areas and PIN areas, and to cement its status as the communications network in France
leading alternative FTTH operator, the Group made the strategic Mobile network infrastructure is a component of the Group’s
decision to enter into a partnership with InfraVia, a French all-IP NGN which allows it to:
private equity firm specialized in infrastructure. The deal – which
finalized on February 28, 2020 – involved setting up a company  absorb mobile traffic without increasing transmission
called IFT (49%-owned by the Group), which is dedicated to capacity by avoiding SDH transmission networks and sharing
co-financing the creation of new FTTH sockets and taking up infrastructure with fixed services (Internet, TV and telephony);
new co-financing tranches. Since late February 2020, therefore,  share existing interconnections with other operators to carry
IFT has provided all of Free’s access and information services for calls from and to Free Mobile subscribers;
the co-financed sockets concerned, under a long-term service
agreement, and will also be able to offer the same services to  guarantee the quality of voice services, by giving voice traffic
third-party operators. priority over Internet and TV traffic.

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 OVERVIEW OF THE GROUP AND ITS BUSINESSES
A network serving the Group’s Internet and telephony operations 1
The Free Mobile network is based on assets and know-how built  a network of fiber local loops currently being rolled out,
up by the iliad Group over twenty years of working in electronic
communications and multimedia services, particularly in the
allowing mobile sites in very densely populated areas to be
connected up with very high speeds;
1
following domains:
 fiber dedicated to mobile site connections, deployed
 infrastructure and network rollouts; between subscriber connection nodes/optical nodes and
mobile equipment;
 R&D for telecoms equipment and multimedia applications;
 over two-thirds of its mobile sites fiber connected, with the
 information systems, particularly for invoicing, subscriber
rest mostly connected via microwave transmission.
relations and the supply chain.
Free Mobile’s 4G network has been grafted onto its 3G
The network is based on a comprehensive structure with
network, as the architecture choices for the 3G network were
infrastructure shared across the Group. This means that iliad has:
specifically made so as to facilitate upgrading to a 4G network.
 national transmission capacity based on a network of optical Consequently, the architecture of Free Mobile’s 4G network is
fibers lit with DWDM; very similar to that of its 3G network, and is based on the same
technical elements.
 an existing fixed and mobile voice network, with
interconnections with all of the main French operators and Free Mobile’s 5G network will initially be grafted onto its 4G
international transit operators; network via a Non Stand Alone (“NSA”) architecture enabling
rapid rollout of 5G, but with limited functionalities. Subsequently,
 a presence on all the main Internet traffic exchange points in
when the equipment is ready and the 5G mobile network is
Europe and the United States, enabling service quality to be
sufficiently deployed, the architecture will be upgraded to
controlled;
a Stand Alone (“SA”) structure so that it can offer all of the
functionalities of 5G technology.

Architecture of the mobile network in France

The architecture of the Group’s mobile network in France is summarized in the diagram below:

DIAGRAM OF THE ARCHITECTURE OF FREE MOBILE’S NETWORK

Radio Access Network Core Network OSS. BSS and Services

FH or Fiber Security GW (4G)

Backhaul IP Backbone 3G/4G/5G Packet Core 3G/4G/5G Packet Core IP Backbone
IP Backbone IP Backbone

eNodeB Services/VoLTE Services/VoLTE

AMF/MME/SGSN UPF/PGW/GGSN AMF/MME/SGSN UPF/PGW/GGSN

RNC IP Router IP R outer IP Router IP Router
gNodeB MMS-C MMS-C
Security GW (4G)
Site A Site B
HLR/HSS/AUF HLR/HSS/AUF

eNodeB

OSS OSS
IP Router MSS/MGW SMS-C MSS/MGW SMS-C
IP R outer IP Router IP Router
RNC
gNodeB 2G and 3G Circuit Core 2G and 3G Circuit Core
eNodeB: 2G/3G/4G compliant base station
gNodeB : 5G compliant base station Site
Site1A Site B2
Site BSS BSS
RNC: 2G/3G controller (useless in 4G/5G)

IP Router IP Router IP Backbone

SMS-C
MSS/MGW HLR/HSS/AUF
Lawful Services
www.

UPF/PGW/GGSN AMF/MME/SGSN

Interconnection and Roaming

3rd Party’s Networks

Free Mobile’s 3G/4G mobile network is therefore a smooth fit  the Free Mobile core network directly interacts with the
with the fixed Next Generation Network (NGN) currently used network equipment and services of the fixed network
by the Group: (in particular switches, interconnection capacity with
third-party PLMN/PSTN networks, and multimedia
 in terms of logical architecture:
applications such as e-mail and voice messaging);
 the two networks use the same addressing plan,

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 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
Research & Development

 in terms of physical architecture:  putting in place a local team for overseeing the deployment
of the network of mobile sites, using (i) sites that Wind Tre
 the links to the mobile core network are provided through
is scheduled to transfer to iliad Italia by end-2020 under
Internet Protocol (IP) links and the capacities of the fixed
agreements signed in July 2016, and (ii) sites made available
network,
by major tower companies and other lessors in Italy. At
 the equipment for the mobile core network is located in December 31, 2019, more than 4,000 mobile sites had been
the infrastructure (sites and secured rooms) shared with equipped, of which 2,000 had been activated;
the fixed network.
 leveraging synergies with the Group by involving the French
In addition, pursuant to the roaming agreement signed with technical and operations teams (notably for network
France’s incumbent operator, the Free Mobile network is management, information systems and radioplanning) and
interconnected with the Orange mobile network at four points drawing on the infrastructure and platforms already deployed
for voice and two points for data. These interconnections in France that can be shared with the Italian business.
between the Free Mobile and Orange France networks are
necessary for carrying traffic (Internet, voice, text messages
etc.) of subscribers in the residual areas where the Free Mobile
network rollout has not yet been completed.
1.4.4 REAL ESTATE
1.4.3.2 Rollout of a third- and fourth- For the purpose of its FTTH rollouts in France, the Group
generation mobile communications acquires, either directly or under finance leases, premises to
house optical nodes (ONs).
network in Italy
The majority of the premises used by the Group are occupied
Since late 2016 and the signature of the agreement with the
under long-term lease agreements entered into with third
Hutchison and VimpelCom groups, iliad has been rolling out its
parties, and are principally located in the Paris area.
mobile network in Italy, which notably involves:
For further details on the Group’s real estate see Note  19 to
 rolling out the core network and interconnections with
the 2019 consolidated financial statements in Chapter 6 of this
Wind Tre to manage traffic under the selected MOCN
Universal Registration Document.
(MultiOperator Core Network) solution. This technical
solution for connecting up Wind Tre’s radio equipment to the
Group’s core network creates a more effective and optimal
flow of traffic between the two networks compared with a
more “conventional” roaming solution;

1.5 RESEARCH & DEVELOPMENT

1.5.1 RESEARCH AND DEVELOPMENT 1.5.2 INTELLECTUAL PROPERTY

The Group devotes significant resources to creating innovative
products and services within the information and communication Patents
technologies sector. Its research & development (“R&D”)
policy is structured around two main objectives: (i)  offering At the date this Universal Registration Document was filed, the
differentiated services to subscribers thanks to dedicated Group had filed 43 patent families in the areas of optical fiber,
equipment, and (ii) reducing costs relating to the construction multimedia flow distribution, PLC data transmission, femtocell
and operation of its network. boxes and hosting servers.

It is with these objectives in mind that the Group develops new

generations of Freeboxes that incorporate the latest technical Trademarks
innovations, and is deploying innovative xDSL, fiber and mobile See Chapter  2, Section  2.1.4.4 of this Universal Registration
network equipment. Document for further information on intellectual property.
R&D expenditure includes research work, the costs of creating
new products, and expenses incurred for changing and adapting
existing products. The Group also intends to continue its in-house
development for the architecture of the equipment used both in
the operation of its networks and the provision of services to its
subscribers, as well as for the Linux-based software applications
that are used by all Group companies.
In 2019, the Group spent €20.0  million on R&D related to its
xDSL, fiber and mobile activities.

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 OVERVIEW OF THE GROUP AND ITS BUSINESSES
Regulatory framework 1
1.6 REGULATORY FRAMEWORK 1
The Group’s business activities are subject to the specific legislation and regulations of France, Italy and the European Union governing
the electronic communications sector and the information society.

1.6.1 REGULATION OF ELECTRONIC  concerning the regulation of wholesale markets for

Broadband and Ultra-Fast Broadband: unbundling
COMMUNICATIONS NETWORKS operations for these markets are regulated by decision 2017-
AND SERVICES IN FRANCE 1347 dated December  14, 2017 relating to (i)  the definition
of the relevant market for wholesale local access provided
at a fixed location, (ii)  the designation of an operator that
The regulatory framework for electronic exercises significant power within this market, and (iii)  the
obligations imposed on said operator in this market. Orange
communications – which was designated by ARCEP as the operator with
The majority of the regulatory provisions applicable in France to significant market power (“SMP”) in the wholesale FTTH
the telecommunications sector are contained in the French Post market – has undertaken not to discriminate between the
and Electronic Communications Code (CPCE). This Code sets services that its network provides to its retail arm and those
out the applicable formal legal framework and transposes the that it provides to third-party commercial operators. In early
related European Union (EU) Directives into French law. 2019, ARCEP published an audit report in which it found
that there was no discrimination between the in-house IT
The European Electronic Telecommunications Code, resulting processes used by Orange’s retail arm and the IT processes
from the EU Telecoms Package reforms and adopted on made available by Orange to third-party operators. Orange
December 17, 2018, is currently being transposed into French has undertaken that for its future IT processes, as far as
law. However, this new EU Code is not expected to significantly possible, it will use the same tools for its retail arm as those it
change France’s national regulatory framework, particularly with makes available to third-party operators. Bitstream offerings
respect to regulations on unbundling and fiber. In addition, the are regulated by decision 2017-1570 dated December  21,
price caps on intra-EU calls in the retail market, introduced by 2017 concerning (i)  the definition of the relevant market
another EU regulation adopted on December 17, 2018, came into for wholesale bitstream access offers for Broadband and
force on May 15, 2019. Ultra-Fast Broadband delivered at sub-national level, (ii) the
During 2019, the French parliament adopted Act no. 2019-810 designation of an operator that exercises significant power
dated August 1, 2019 aimed at protecting France’s defense within this market, and (iii) the obligations imposed on said
and national security interests in the operation of mobile radio operator in this market;
networks. This Act created a permit system for operating  ARCEP set price caps for the rental of copper pairs from
network equipment, notably radio network equipment. This the incumbent operator at €9.31, €9.41 and €9.51 per month
will lead to additional delays and uncertainty in validating new for 2018, 2019 and 2020 respectively, including the IFER tax
equipment brought to market by manufacturers. for copper pairs. In view of the amendments to the IFER tax
regime, the price of unbundling services was set at €9.28 per
Asymmetric regulation month for 2019, which is lower than the original cap.

The analysis of markets is the cornerstone of the asymmetric A process for revising these decisions was launched by ARCEP
regulation framework applicable to operators that occupy a in 2019 when it drew up its “scoreboard and outlook” document
dominant market position. Ex-ante asymmetric regulation is for the market, with the new decisions expected to be adopted
focused on market segments – mainly wholesale markets – in in 2020.
which distortion of competition and dominant market positions Also during 2019, appeals were heard involving iliad Group
have been identified. ARCEP is required, under the supervision subsidiaries that were parties in two settlement decisions
of the European Commission and on the recommendation (described below) issued by ARCEP in 2018. The settlement
of the French antitrust authorities, to (i)  define the relevant decisions are available on ARCEP’s website.
markets applicable in France, (ii)  analyze the relevant markets
and identify companies which have significant market power By way of decision 2018-0435-RDPI, ARCEP settled a dispute
in these markets, and (iii) decide whether or not to impose on between Orange and Free and Free Mobile concerning the
these companies regulatory obligations commensurate with the technical specifications of the IP interconnection interface
competition problems identified. (IPv4, PRACK protocol and DTMF protocol) provided for in
their interconnection offerings. ARCEP ruled in favor of Orange
Descriptions of each market analyzed during each phase of in relation to IPv4 and PRACK and rejected its application
the process, along with a table tracking market developments, concerning DTMF. Free and Free Mobile appealed this decision,
can be viewed on ARCEP’s website. The main ARCEP decisions but the appeal was rejected in June 2019.
currently in force that are relevant to the iliad Group are the
following: By way of decision 2018-0569-RDPI, ARCEP settled a dispute
between Free and Orange concerning certain aspects of the
 concerning the regulation of fixed-line and mobile co-financing agreement between the two parties relating to
termination charges: decision 2017-1453 dated December 12, FTTH lines deployed by Orange in medium-populated areas of
2017 on (i)  determining the relevant markets for voice call France (“AMII areas”). The dispute involved the duration of the
terminations on fixed and mobile networks in France, and rights granted to Free in return for its co-financing obligations,
(ii)  designating the operators that exercise significant Orange’s disclosure of the costs of its network, and Free’s
power in these markets and their related obligations for the ability to connect its mobile base stations to the FTTH network.
three-year period between 2017 and 2020. This decision ARCEP’s ruling was mainly in Free’s favor and has been appealed
renewed the majority of the terms of the framework that was by Orange. Orange applied for a stay of execution of ARCEP’s
previously in place; decision but its application was rejected. Orange’s appeal was
then rejected in September 2019 and it has not appealed the
case further to the French Court of Cassation.

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 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
Regulatory framework

Symmetric regulation authorities recommended that the national roaming agreement

between Orange and Free Mobile should not be extended
ARCEP also regulates in a “symmetric” way, i.e., by imposing the beyond a reasonable timeframe. It also provided for a framework
same obligations on all operators, using the regulatory powers for the sharing of mobile networks (RAN sharing). This Opinion
vested in it by law. The decisions it makes in terms of symmetric was opened up to consultation.
regulation are approved by the French Minister for Electronic
Communications. FTTH networks are mainly regulated in a In early 2014, Bouygues Telecom and SFR announced that
symmetric way. they had entered into a mobile network-sharing agreement
for an area covering 57% of the population of Metropolitan
For the optical fiber networks located in France’s 148 most France. Orange referred this agreement to the French antitrust
densely populated municipalities, ARCEP decision no. 2009-1106 authorities, challenging its content and applying for interim
regulates access to the terminal section of networks installed by protective measures. The application for interim protective
operators in the risers of buildings. If they so wish, operators can measures was rejected.
co-invest in networks installed by other operators and can ask to
have access to a dedicated fiber. ARCEP decision no. 2013-1475 In accordance with France’s economic reform law (the “Macron
dated December  10, 2013 amended the list of very densely Act”), ARCEP has been assigned new powers under which it is
populated municipalities that was originally defined in decision entitled to analyze the mobile network-sharing and roaming
no. 2009-1106, reducing their number to 106. On January 11, 2014, agreements in place in France, and to require amendments to be
ARCEP issued a recommendation concerning FTTH rollouts made to such agreements where necessary (i) in order to achieve
for small buildings with fewer than 12 premises in very densely regulatory objectives, or (ii) for the parties to the agreement to
populated areas. For these buildings ARCEP recommends respect the terms and conditions of their licenses. Accordingly,
rollouts from shared access points comprising around 100 in June 2016 ARCEP adopted a set of guidelines on roaming and
single-fiber lines located outside the private property line, using mobile network-sharing, following which the operators made
a point-to-point architecture. amendments to their agreements in force. Free Mobile stated
that it would gradually reduce the peak speed for its roaming
ARCEP decision no.  2010-1312 of December  14, 2010 sets out subscribers from 1 Mbps in 2017 to 384 Kbps in 2020. To date,
the terms and conditions for access to ultra-fast optical fiber ARCEP has not itself amended any of the operators’ network-
electronic communications lines in those parts of France sharing or roaming agreements.
other than very densely populated areas. Under this decision,
operators are required to establish shared access points that In 2016, Free Mobile signed up to a new program for mobile
are sufficiently large to enable other operators to gain access operators to provide 2G and 3G coverage in white spots. Under
at reasonable prices. It also requires operators rolling out a this program, it benefited from 2G roaming and 3G RAN-sharing
network to store the active or passive network devices of other (currently being upgraded to 4G) for the 2,400 existing sites in
operators (such as street units, shelters, etc.) at these shared white spots. Free Mobile was the lead operator for the rollout of
access points. additional sites, for which it proposed symmetrical 3G/4G RAN-
sharing to the other operators.
In 2015, ARCEP adopted decision 2015-0776 of July  2, 2015
related to the technical and operational processes for the sharing This program was replaced in early 2018 by a new governmental
of ultra-fast optical fiber electronic communications networks. action plan called the “New Deal”, under which France’s four
The aim of this decision is to create a regulatory framework for mobile operators have undertaken to deploy 2,000 new sites in
and to standardize the processes concerning (i)  the provision white spots and 3,000 in “grey spots”. Grey spots are areas that
of information prior to fiber rollouts (relating to rollout plans, are only covered by certain operators and the aim of building
which buildings are included in the rollouts, eligible premises, the new sites in these areas is to bring in the services of all
etc.) and (ii) the delivery of optical routes by building operators. operators. The operators have also undertaken to (i)  provide
The provisions of the decision came into effect in three phases, better information to subscribers about sites with technical
with the last phase taking place in mid-2017. failures and (ii) to market a 4G fixed-line offering in areas where
the fixed network is insufficient, and market a multi-operator
By way of decision 2017-0830 of July  4, 2017, ARCEP set the indoor coverage offering. Free Mobile has published a list of its
rate of return on capital employed to be used for calculating sites that are undergoing maintenance and has also published a
the costs and pricing of regulated fixed and mobile operations. fixed 4G offering. However, it has not yet officially released its
This rate was set at 7.6% (pre-tax) for the three-year period from indoor coverage offerings.
2018 to 2020.
These undertakings have been turned into binding commitments
On June 24, 2018 ARCEP published a recommendation on the that are contained in the frequency licenses currently in force
consistency of FTTH network rollouts and the completeness of in Metropolitan France and will be included in the new licenses
the rollouts in the operators’ coverage areas. In late 2018 ARCEP recently awarded and applicable until 2030. The new licenses
launched legal procedures against several operators, including were granted following a reallocation process carried out by
the iliad Group, on the basis of Article  L.  36-11 of the French ARCEP aimed at creating a more balanced split of frequencies
Post and Electronic Communications Code, relating to the between France’s operators. The additional 3.8  MHz in the
non-completeness of their FTTH rollouts outside very densely 900  MHz frequency band and 10  MHz in the 2.1  GHz band
populated areas. The procedure against the iliad Group concerns allocated to Free Mobile will become available on a gradual basis
rollouts launched in all or some of a dozen municipalities outside between 2021 and 2024.
very densely populated areas.
In parallel with the launch of the New Deal, ARCEP’s powers to
On September 13, 2019, ARCEP issued decision no. 2019-0939-RDPI impose sanctions, as provided in Article L. 33-13 of the French
which gave notice to Free Infrastructure to comply with its Post and Electronic Communications Code, were strengthened
obligations in terms of the completeness of FTTH rollouts under Act no. 2018-1021 of November 23, 2018, notably in
outside very densely populated areas, and providing information relation to financial sanctions that can be imposed if operators
to third-party operators about the fiber connections up to and do not comply with their coverage obligations.
around certain buildings.
During 2019, ARCEP launched legal procedures against several
operators, including the iliad Group, on the basis of Article L. 36-11
Roaming and shared use of mobile networks of the French Post and Electronic Communications Code,
In Opinion no. 13-A-08 relating to the terms and conditions concerning compliance with their obligations under the New
of mobile network-sharing and roaming, the French antitrust Deal.

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 OVERVIEW OF THE GROUP AND ITS BUSINESSES
Regulatory framework 1
Licenses to use frequencies in France
Licenses to use radio frequencies have been issued to the
Other regulatory provisions
1
following Group subsidiaries: Interconnection
 Free Mobile for 5  MHz in the 900  MHz band and 5  MHz in The applicable regulations provide that any operator of a
the 2,100 MHz band (ARCEP decision no. 2010-0043 dated network open to the public must enable any other operator that
January  12, 2010, amended by decision no.  2018-068 dated so wishes to interconnect with its voice network. Interconnection
July 3, 2018); agreements are subject to private law but the main tariffs
are set by ARCEP. Free and Free Mobile have entered into
 Free Mobile for 20  MHz in the 2,600  MHz band (ARCEP interconnection agreements with France’s three incumbent
decision no. 2011-1169 dated October 11, 2011); mobile operators and the main national fixed-line operators.
 Free Mobile for 15  MHz in the 1,800  MHz band (ARCEP These interconnections are gradually being switched from TDM
decision no.  2014-1542 dated December  16, 2014, amended mode to IP mode.
by decision no.  2015-1080 dated September  8, 2015 and Free Mobile has also entered into reciprocal SMS and MMS
further amended by decision no. 2018-068 of July 3, 2018); interconnection agreements with France’s three incumbent
 Free Mobile for an additional 3.8 MHz in the 900 MHz band mobile operators as well as with several international operators
and an additional 10  MHz in the 2.1  GHz band, which will and operators in the French overseas territories. SMS and MMS
gradually be made available between 2021 and 2024 (ARCEP messages to other operators’ networks are connected through
decision no. 2018-1391 dated November 15, 2018); the BICS international transit platform. SMS and MMS prices are
not regulated and the flows exchanged between operators are
 Free Caraïbe for 10 MHz in the 800 MHz band, 20 MHz in the generally more or less symmetrical.
1,800 MHz band, 14.8 MHz in the 2,100 MHz band and 15 MHz
in the 2,600 MHz band (ARCEP decision no. 2016-1520 dated Free also has access to Internet interconnections provided
November 22, 2016) in Guadeloupe and Martinique; through (i)  free peering agreements (for operators with
symmetrical flows of traffic), (ii)  paid peering agreements (for
 Free Caraïbe for 10 MHz in the 800 MHz band, 4 MHz in the content suppliers with more outbound than inbound traffic),
900  MHz band, 20  MHz in the 1,800  MHz band, 14.8  MHz and (iii)  international transit agreements enabling traffic to
in the 2,100  MHz band and 15  MHz in the 2,600  MHz band be exchanged with all Internet users. Internet interconnection
(ARCEP decision no. 2016-1520 dated November 22, 2016) in is not regulated but in accordance with French government
Saint-Barthélemy and Saint-Martin; order 2011-1012 dated August 24, 2011, ARCEP has the power to
 Free Caraïbe for 15  MHz in the 1,800  MHz band, 14.8  MHz arbitrate any disputes. Additionally, by way of decision no. 2012-
in the 2,100 MHz band and 20 MHz in the 2,600 MHz band 0366 dated March 29, 2012, as amended by decisions no. 2014-
(ARCEP decision no. 2016-1520 dated November 22, 2016) in 0433-RDPI and no. 2017-1492-RDPI, ARCEP introduced a process
French Guiana; whereby at six-monthly intervals, it can collect information on
Internet connections from Internet service providers and the
 Telco OI for 10  MHz in the 800  MHz band, 10  MHz in the main providers of public online communication services.
1,800 MHz band, 9.8 MHz in the 2,100 MHz band and 15 MHz
in the 2,600 MHz band (ARCEP decision no. 2016-1,526 dated Lastly, in 2019, Free Mobile was a party in a decision issued by
November  22,  2016) and 9.8  MHz in the 900  MHz band ARCEP (decision no. 2019-1515 RDPI dated October 17, 2019)
(ARCEP decision no.  2015-0661 dated June  25,  2015) in concerning the withdrawal of an application for arbitration.
Reunion Island; In this decision, ARCEP placed on record that Lleida had
withdrawn its arbitration application in relation to a dispute with
 Telco Ol for 10  MHz in the 800  MHz band, 11.2  MHz in the Free Mobile concerning the agreement on SMS interconnections
1,800 MHz band, 9.8 MHz in the 2,100 MHz band, and 20 MHz between the Lleida and Free Mobile networks.
in the 2,600 MHz band (ARCEP decision no. 2016-1,526 dated
November  22, 2016) and 8.8  MHz in the 900  MHz band
Portability
(ARCEP decision no.  2015-0661 dated June  25, 2015) in
Mayotte. Number portability is a symmetric obligation that applies to all
operators connecting end-subscribers. Free and Free Mobile are
These licenses all carry obligations, including population members of two organizations – the APNF and the GIE EGP –
coverage requirements. Free Mobile has undertaken to roll out which comprise all of France’s main operators and are respectively
(i) a 3G network covering at least 90% of the French population responsible for managing the information required for users to
(target achieved) and (ii)  a 4G network covering 60% of the retain their fixed and mobile numbers. Following its decision
population by 2018 (target achieved), 75% by 2023 (target adopted in 2012 which strengthened the regulatory framework
achieved five years ahead of schedule), 98% by 2027 and applicable to mobile number portability, on June 25, 2013 ARCEP
99.6% by 2030. Free  Caraïbe and Telco OI have not met the issued a similar decision concerning fixed-line number portability.
coverage obligations provided for in their licenses and ARCEP One of the key provisions was to extend the use of the operator
has therefore launched legal proceedings against them on identity statement (RIO) system, which had already been tried
the basis of Article  L.  36-11 of the French Post and Electronic and tested in the mobile market. This decision was approved by a
Communications Code. government order dated October 23, 2013 and took full effect in
Lastly, licenses for the 3.5 GHz frequencies used for 5G will October 2015. Free amended its commercial processes to ensure
be allocated during the course of 2020, following a spectrum that it complies with this regulatory framework.
auction in which the iliad Group will take part.
Directories and provision of subscriber lists
All fixed and mobile operators that connect end-subscribers
are required to supply their subscriber lists for the purpose of
publishing directories and/or providing information services. The
terms and conditions governing whether or not subscribers are
included in these lists depend on the type of service concerned:
fixed-line subscribers have to opt out if they do not wish their
details to be published whereas mobile subscribers need to opt
in. ARCEP decision no.  06-0639 – which was approved by a
government order dated March 8, 2007 – sets out the technical
and pricing terms and conditions applicable to supplying
subscriber lists.

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 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
Regulatory framework

The Group has an electronic directory business operated under 1.6.2 REGULATION OF ELECTRONIC
the “ANNU” brand and has entered into agreements with France’s
main fixed and mobile operators under which they provide their COMMUNICATIONS CONTENT
subscriber lists for the purpose of publishing universal directories IN FRANCE
and/or providing universal information services. Likewise, Free
and Free Mobile have signed an agreement with the main
players operating in the universal directory and/or information Content of online services and liability
service markets under which Free and Free Mobile supply a list
of their subscribers (subject to any restrictive options chosen provisions for Internet market players
by subscribers). In French law, the liability provisions applicable to intermediary
ISPs are set out in Act no. 2004-575 dated June 21, 2004 and the
Contribution to universal service funding French Post and Electronic Communications Code. They include
The operator or operators required to guarantee the provision the following:
of the universal service are designated on the basis of calls for  providers of online communication services must identify
tender. Following a tender process carried out during 2017, on themselves, directly or indirectly. Access and hosting
November 27, 2017 a government order was issued stating that providers are required to keep data that could identify
Orange had been selected as the operator to provide – for a persons having participated in the creation of the content of
three-year period – the components of the universal service the services which they provide, in order to be able to pass
in France, namely connection to the telephone network and on such data to the legal authorities, if required;
service.
 hosting providers can only be held civilly liable on the
In accordance with the applicable law, the cost of the universal grounds of the activities or information stored at the request
service is shared between operators pro rata to their revenues of a recipient of these services if they were aware of their
derived from electronic communication services “excluding unlawful nature or of any facts or circumstances making
revenues from interconnection and access services subject this unlawful nature obvious, or if, as soon as they became
to the agreements defined in paragraph  I of Article  L.  34-8, aware of such unlawful nature, they did not act promptly to
and other services provided or billed on behalf of third party withdraw the data or to prevent access to it;
operators”.
 access providers cannot be held either civilly or criminally
liable for the content to which they provide access, except in
Broadcasting of audiovisual services circumstances where either they have originated the request
The French broadcasting watchdog, the Conseil Supérieur de for the transmission of the content concerned, or they have
l’Audiovisuel, is in charge of regulating all radio and television selected the recipient of the transmission, or selected and/or
services in France. modified the transmitted content;
In its capacity as a provider of audiovisual services via electronic  electronic communications operators are required to store
communications networks, Free is subject to the regulatory the technical data related to connections that is necessary
“must-carry” provisions, which involve two legal requirements: for criminal investigations or for the Autorité Nationale de
(i) the service provider (which includes Free) has to carry certain la Sécurité des Systèmes d’Information (Anssi) or the Haute
public channels, including free-to-air terrestrial channels, the Autorité pour la Diffusion des Œuvres et la Protection des
TV5 channel and local public channels that provide information Droits sur Internet (HADOPI) to carry out their regulatory
on local activities, and (ii) the must-carry channels have to agree duties. They may also keep the technical data required for
to be carried by the service provider, except if they consider that their invoice payments. Apart from these two specific cases,
the service provider’s service offering is incompatible with their the operators concerned must delete or render anonymous
public service objective. This must-carry obligation also requires all data relating to a communication once the communication
service providers to bear the technical costs of broadcasting the concerned has been carried out. However, the applicable
channels concerned. law on storing and accessing personal data may change in
the future following the December  21 Judgment issued by
Under French Act no.  2007-309, like all television
the Court of Justice of the European Union in Joined Cases
distributors, broadcasters of television channels via electronic
C-203/15 Tele2 Sverige  AB v Post-och telestyrelsen and
communications networks are required to pay contributions to
C-698/15 Secretary of State for the Home Department v Tom
the Compte de Soutien à l’Industrie de Programmes Audiovisuels
Watson and Others, which held that EU Member States may
(Cosip) – via the television services tax (see above) – which is
not impose a general obligation to retain data on providers of
calculated based on the revenue generated by broadcasting
electronic communications services.
television services.  In addition, a law reforming the public
audiovisual sector has set a new development framework Statutory provisions have also been introduced in France
for public service television channels in France and created a concerning requirements for ISPs to block access to certain
regulatory framework for new audiovisual services such as video websites and online content (such as illegal gaming sites
on demand. This law also provides for a number of taxes to offset and pedo-pornographic content), where ordered by ARJEL
the impact of the phased ban on advertising on public channels, (France’s online gaming regulator) or the Ministry of the Interior
including a tax on electronic communications operators such as (Act no. 2010-476 of May 13, 2010 on online betting and gaming
Free. The European Commission contested the legality of this and Act no. 2011-267 of March 14, 2011 on internal security).
tax but in late 2013 the European Court of Justice ruled that
French Act no.  2016-1321 dated October  7, 2016 (the “French
it is compliant with European Union law. In addition, a dispute
Digital Republic Act”) requires providers of electronic
resolution system has been put in place for disputes between
communications services to make their services accessible to
operators and publishers of on-demand audiovisual media by
end-customers who are deaf, hard of hearing, blind or aphasic,
way of a law on the public audiovisual sector introduced in
by providing a written and visual simultaneous translation
France in the fall of 2013.
service for calls made and received. An implementing decree
Providers of audiovisual services on demand, such as Free, are will be issued to set the terms and conditions for applying this
also required to pay a tax on these services, corresponding to requirement. The French Digital Republic Act also introduces
2% of the related revenues net of tax (10% for adult-content the right for disadvantaged people to temporarily keep their
programs). Internet connection if they fail to pay for the service. In such a

36 - Universal Registration Document 2019

 OVERVIEW OF THE GROUP AND ITS BUSINESSES
Regulatory framework 1
case, the connection must be maintained by the provider for the provide the advertiser with certain compulsory information,
time it takes for the person’s application to the local authorities
for financial assistance to be processed.
including the date and place that the advert will appear,
the overall price of the campaign and the unit price of each
1
advertising space invoiced. Even more stringent information
disclosure requirements apply for digital advertising campaigns
Intellectual property rights and the Internet that use real-time services purchasing methods where the
The purpose of Directive 2001/29 EC of May  22, 2001 on the display of the adverts is not guaranteed.
harmonization of certain aspects of copyright and related rights
in the information society was to adapt intellectual property
law to the specifics of digital broadcasting. However, it has
Processing of personal data and protection
not achieved its primary stated objective of harmonization, of individuals
as Member States can choose whether or not to adopt other Act no.  2004-801 of August  6, 2004 on the protection of
optional exceptions, such as the exception for reproduction of individuals with respect to the processing of personal data,
material for private use, provided that the rights-holders receive amending Act no. 78–17 of January 6, 1978 relating to information
fair compensation. technology, computer files and civil liberties, transposed the EU
These provisions were initially transposed into French law by Framework Directive of October 24, 1995 and certain provisions
way of Act no.  2006-961 dated August  1, 2006 (the DADVSI of the Directive of July 12, 2002 into French law. Act no. 2004-
Act) concerning copyright and related rights in the information 575 of June 21, 2004 on confidence in the digital economy and
society. However, following the “Elysée Agreements” of Act no. 2004-669 of July 9, 2004 on electronic communications
November  2007 the system based on the DADVSI Act was and audiovisual communication services also transposed into
significantly amended by the “HADOPI” Acts adopted on French law certain provisions of Directive 2002/58/EC dated
June 12, 2009 (Act no. 2009-669) and October 29, 2009 (Act July 12, 2002. Lastly, French government order no. 2011-1012 of
no. 2009-1311). August  24, 2011 transposed into French law the EU Directives
adopted in November 2009.
Act no.  2009-669 promotes the dissemination and protection
of creative works on the Internet and introduced a specific Concerning data relating to the use of its services, since June 18,
“graduated response” system in the aim of combating illegal 2008, the Group has been required to store all user identification
downloads. The first stage in this system is an email sent to data for a period of five years following subscription termination.
any Internet subscriber whose connection is used to illegally In accordance with Article  L.  34-1 of the French Post and
download a protected work, which informs the subscriber that Electronic Communications Code, technical data relating to
they have breached the applicable law and warns them that connections has to be stored and then anonymized after a
they need to protect their Internet access to ensure it does not period of one year.
happen again. The Group may be required to pass on data it has in its possession
An independent administrative body – the Haute Autorité pour on the identification, location and connection of a user of its
la Diffusion des
uvres et la Protection des Droits sur Internet services but such data may only be provided to duly authorized
(HADOPI) – was specifically created in order to manage and national legal and administrative authorities. The information
issue these messages. The Act adopted on October 29, 2009 is passed on does not include any data concerning the content of
aimed at protecting literary and artistic property on the Internet any communications or information consulted.
and rounds out the graduated response system by providing In accordance with Article 100 of the French Criminal Procedure
that in the event of repeat offenses a judge can impose a fine or Code (Code de procédure pénale) and Chapter IV of the French
even suspend the subscriber’s Internet access. National Security Code (Code de la sécurité intérieure), the
These statutory provisions have been supplemented by a Group may also be required to carry out legal interceptions of
number of regulatory provisions related to (i) types of data and the electronic communications transmitted over its fixed and
interconnection of information systems (Decree no. 2010-536 of mobile networks where required by the duly authorized legal
March 5, 2010), (ii) the obligation for ISPs to act as a vector for the and administrative authorities. This type of interception is
recommendations issued by the HADOPI (Decree no. 2010-1202 carried out in accordance with a strict supervisory framework by
of October 12, 2010), (iii) the terms and conditions for providing qualified professionals using equipment that is duly authorized
compensation for the identifiable and specific additional costs and controlled by the relevant authorities.
borne by electronic communications operators in order to The French Digital Republic Act (Act no.  2016-1321 dated
comply with the HADOPI’s requirements (Decree no.  2017-313 October  7, 2016) has (i)  created new rights for individuals
of March 9, 2017), and (iv) the amount of compensation to be (confirmation of the right to control the use of personal data,
awarded for each identified and specific additional cost borne confidentiality of electronic correspondence, the “right to be
by electronic communications operators in order to comply forgotten” for minors, the possibility for data users to determine
with the HADOPI’s requirements (governmental order dated what will happen to their personal data after their death, and the
March 23, 2017). possibility for individuals to exercise their rights electronically),
The French Digital Republic Act of October 7, 2016 introduced (ii)  increased the information that electronic communications
the principle of net neutrality into Article L. 33-1 of the French service providers have to disclose in relation to their service
Post and Electronic Communications Code. In accordance with contracts (neutrality, information on protecting individuals’
EU Regulation 2015/2120 of November 25, 2015, this Article sets private lives and personal data and the consequences on
out measures concerning open Internet access and prohibits the quality of Internet access of any limitations in terms of
ISPs from discriminating by type of service for access to their volume, speeds or other factors), and (iii)  strengthened the
networks. In order to ensure that this obligation is respected, responsibilities and enforcement powers of the CNIL (the French
ARCEP has been given supplementary powers in terms of data protection authority).
oversight and sanctions. Certain provisions of the Digital Republic Act were an early
Decree no. 2017-159 dated February 9, 2017 concerning digital adoption of the requirements of EU Regulation 2016/679 on
advertising services, which came into force on January 1, 2018, the protection of natural persons with regard to the processing
has introduced a duty of transparency for sellers of digital of personal data and on the free movement of such data (the
advertising. Consequently, all digital advertising sellers must General Data Protection Regulation, or “GDPR”, which came
into force on May 25, 2018). The GDPR, which repeals Directive

Universal Registration Document 2019 - 37

 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES
Regulatory framework

95/46/EC, extends the scope of the regulatory framework On July  29, 2016, iliad was authorized by the Italian Ministry of
for personal data protection, strengthens privacy rights and Economic Development (MiSE) to be a mobile network operator
increases the maximum amount of the fine that may be imposed (MNO) and therefore to provide mobile electronic communications
for non-compliance to 4% of global revenue. services in Italy. This authorization was subsequently transferred
to iliad Italia  S.p.A., which was then registered in the register
Since the GDPR came into force, French Act no.  2018-493 on
of communications operators (Registro degli Operatori di
personal data protection and decree no.  2018-687 have been
Comunicazione) of the Italian telecommunications regulatory
introduced, in order to amend France’s previous Data Protection
authority (Autorità per le Garanzie nelle Comunicazioni, or
Act (Act no.  78–17 of January  6,  1978) and bring France’s
“AGCOM”) on September 29, 2016.
legislation into compliance with the GDPR and EU Directive
2016/680 on the protection of natural persons with regard to On November 4, 2016 the MiSE granted an authorization for the
the processing of personal data by competent authorities for frequency usage licenses held by Wind and H3G to be transferred
the purposes of the prevention, investigation, detection or to iliad Italia  S.p.A. These frequencies became available in line
prosecution of criminal offences or the execution of criminal with the timeframe specified in the above-mentioned July  1,
penalties, and on the free movement of such data. This new 2016 agreement and all of the licenses had been transferred by
Personal Data Protection Act also gives additional powers to December  31, 2019. Consequently, iliad Italia  S.p.A. now holds
the CNIL and removes the existing system of prior declaration the licenses for the following frequencies:
to and authorization from the CNIL for personal data processing.
 5  MHz in the 900  MHz band: this license expires on
Following the introduction of the new French Personal 31 December 2021 but AGCOM Resolution no. 541/08/CONS
Data Protection Act, on December  12, 2018 a government provides that it may be extended until December  31, 2029
order (no.  2018-1125) was issued to clarify the provisions of if requested by the license holder. On July  31, 2019, iliad
the previous Data Protection Act (Act no.  78–17) related to Italia submitted a request to the relevant authorities for an
information technology, computer files and civil liberties. And on extension to this license;
June 1, 2019, an implementing decree dated May 29, 2019 came
 10  MHz duplex in the 1,800  MHz band, expiring on
into force relating to the new French Personal Data Protection
December 31, 2029;
Act. This decree is the final stage of the process to bring French
national law into line with the GDPR. Its main aims are to clarify  10  MHz duplex in the 2,100  MHz band. This license now
France’s legal framework in this area and to ensure that national expires on December 31, 2029 but the authorities need to set
regulatory provisions are consistent with EU law and the French the fees applicable for its extension from January 1, 2022 to
legislation introduced in application of EU law. December 31, 2029;
In order to take into account the specific characteristics of  10  MHz duplex in the 2,600  MHz band, expiring on
the electronic communications sector, another EU Regulation December 31, 2029.
concerning privacy and personal data protection in electronic
As the Group conducts wholesale (call termination) and retail
communications is currently being drafted, which will repeal
services (to end-customers) in Italy, it is subject to all of the
Directive 2002/58/EC.
regulatory and legal provisions applicable in the Italian market.
These are relatively similar to those to which it is subject in
Domain names France as the national regulations in both countries are based
on the same European framework.
Domain names are assigned to the digital addresses of the
servers connected to the Internet and constitute Internet
addresses. The Group has registered a certain number of domain The regulatory framework for electronic
names in France, which have been recognized as assets. The communications
French courts have now strengthened the protection of domain
names as they consider that improper use of a domain name can The majority of the regulatory provisions applicable in Italy to
infringe trademark rights. the telecommunications sector are set out in the Italian and
Electronic Communications Code (“ECC” - legislative decree
no. 259/2003 and its successive amendments).
At EU level, the European Electronic Communications Code
1.6.3 REGULATION OF ELECTRONIC was adopted on December 17, 2018. The provisions of this Code
need to be implemented into national laws across the EU within
COMMUNICATIONS CONTENT two years of its entry into force. The Italian government has
IN ITALY provisionally approved the 2019 European Delegation law, which
is required for this transposition and sets out the principles that
On July  1, 2016, iliad  S.A. entered into an agreement with the government will need to follow.
the companies that control Wind Telecomunicazioni  S.p.A
(VimpelCom Amsterdam B.V.) and H3G  S.p.A. (Hutchison
Europe Telecommunications S.A R.L. and Hutchison 3G Italy
Mobile networks and services
Investments S.A R.L.) in order to set out the terms and conditions
applicable to (i) the implementation of the roaming and multi- 5G frequencies
operator core network (MOCN) services to be provided by Wind In application of the Italian Finance Act (Act no.  205) dated
and H3G to iliad Italia and (ii) the transfer of sites and frequency December  27, 2017, on February  26, 2018, AGCOM, issued
usage licenses to iliad Italia. An addendum to this agreement Resolution no.  89/18/CONS, launching a public consultation
was signed on July  18, 2016. The aim of the agreement is to on the procedures and rules for the allocation and use of
enable iliad Italia to provide mobile services in Italy following frequencies available in the 700 MHz, 3.6-3.8 GHz and 26-27 GHz
the merger of the two Italian operators, Wind and Tre. The bands for terrestrial electronic communication systems in order
agreement was approved by the European Commission in its to facilitate transition to 5G technology. On May 8, 2018, AGCOM
decision issued on September 1, 2016 concerning Concentration adopted its final resolution (no. 231/18/CONS). This Resolution
Case M.7758 – Hutchison 3G Italy/Wind/JV. Fastweb, a telecom provided for two blocks of spectrum (corresponding to 10 MHz
operator, initially appealed this European Commission decision duplex) in the 700 MHz band to be reserved and pre-auctioned
but withdrew its appeal on July 2, 2019. to new entrants and the remedy taker.

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 OVERVIEW OF THE GROUP AND ITS BUSINESSES
Organizational structure 1
In July  2018, the Italian Ministry of Economic Development  the obligation to control prices for the supply of
published a notice of calls for tender and the rules concerning
the allocation of the above frequencies. The auction ran from
interconnection kits, and the removal of the cost accounting
obligation imposed on Telecom Italia, Vodafone and Wind Tre
1
September 10, 2018 to October 2, 2018 and iliad was allocated as a result of AGCOM Resolution no. 497/15/CONS;
a block in each frequency band and the corresponding licenses:
 the imposition of a price control obligation only for calls from
 a block of 10  MHz duplex in the 700  MHz band, which will the European Economic Area according to the following plan:
be freed up from July  1, 2022 (at the latest) with a license
 2018: 0.98 euro cents/min,
expiring on December 31, 2037;
 2019: 0.90 euro cents/min,
 a 20 MHz block in the 3.6-3.8 GHz band and a 200 MHz block
in the 26-27 GHz band. These frequencies have been available  2020: 0.76 euro cents/min,
to iliad since January  1, 2019 and their license expires on  2021: 0.67 euro cents/min;
December 31, 2037.  for calls from non-European countries that have regulated
prices, the obligation for the identified operators to use those
Analysis of the mobile markets regulated prices as the caps for the prices of their services.
On January  22, 2019, following a public consultation, AGCOM
issued Resolution no. 599/18/CONS concerning the sixth cycle European regulation on net neutrality
of analysis of the market for mobile network voice termination In application of EU Regulation no.  2120/2015, laying down
services. In this Resolution, AGCOM confirmed: new protection measures concerning open Internet access
 the identification of 12 operators that supply or will supply (net neutrality), in August  2018 AGCOM adopted Resolution
voice termination services on their mobile networks; no. 348/18/CONS. This resolution establishes the right for users
to freely choose the terminals they wish to use to access the
 the obligation for the 12 identified operators to provide a Internet via fixed networks, by imposing specific obligations
Reference Interconnection Offer (“RIO”) for their networks; on operators. Consequently, operators may not (i)  refuse to
 the use of the cost model prescribed in Resolution no. 60/11/ connect a terminal to their network if the equipment chosen
CONS for setting the prices of termination services for the by the user meets the basic requirements set down in EU law,
years 2018 to 2021, using symmetric pricing for all identified (ii)  impose additional costs on the user, or subject the user to
operators; unjustified delays, or discriminate the service quality included
in their offering if the user uses a terminal of their own choice.

1.7 ORGANIZATIONAL STRUCTURE

HoldCo, which is controlled by Xavier Niel, iliad’s majority The iliad Group has a streamlined, simplified organizational
shareholder, directly and indirectly controls (via HoldCo II) the structure around iliad, which directly owns all the Group’s
group of companies comprising iliad and the subsidiaries iliad subsidiaries including during the implementation of strategic
controls (the iliad Group). partnerships.
Its control was increased substantially – by almost 20% – See Note 36 to the consolidated financial statements
following iliad’s capital increase, to which Holdco II subscribed (Section 6) for a list of the Group’s consolidated companies
on January 29, 2020 in order to finance the share buyback offer at December  31,  2019 and Note 2.3.4 to the parent company
that was completed on January 31, 2020. In this context and financial statements (Section 7) for a list of iliad’s subsidiaries
with the aim of providing iliad with a governance structure that and affiliates.
best serves its objectives, the Group’s governance organization
The financial relations between iliad and its subsidiaries mainly
was reviewed in the first quarter of 2020. HoldCo assumes the
consist of (i) billings to subsidiaries for services and support
role of a holding company that steers the Group, defining its
provided in the areas of training, financial management,
general policy and strategic priorities, as well as identifying
accounting, legal matters etc. and (ii) the organization of
areas for development. To this end, it has set up a strategy
financing.
committee, chaired by Xavier Niel and comprising the Group’s
main executives, and contributes to developing the Group’s There are strong operating links between the Group’s subsidiaries
strategy and overseeing its implementation. Relations between at several levels: (i) the Group’s telecommunications network is
HoldCo and iliad are governed by a management agreement, housed within Free and Free Mobile, which are responsible for
which also outlines the management services rendered by carrying the traffic of all of the Group’s entities, (ii) Free and Free
HoldCo, particularly those related to developing iliad’s strategy Mobile manage all services relating to the invoicing system for
and monitoring its implementation. all of the Group’s subsidiaries, and (iii) certain Group subsidiaries
provide support services – notably telephone support – for all
Group entities.
There are no significant non-controlling interests in the Group.

Universal Registration Document 2019 - 39

 1 OVERVIEW OF THE GROUP AND ITS BUSINESSES

40 - Universal Registration Document 2019

 RISK FACTORS 2

2.1 RISKS RELATED TO THE GROUP’S 2.4 FINANCIAL RISKS 49

OPERATIONS 43 2.4.1 Liquidity and financing risks 49
2.1.1 Cyber-security and service interruption risks 43 2.4.2 Risks related to asset impairment
2.1.2 Risks related to network failure, saturation and provisions 50
or interruption 43
2.1.3 Risks related to total network unavailability 44
2.1.4 Risks related to network rollout delays 44
2.5 LEGAL RISKS 50
2.1.5 Risks related to dependence on main suppliers 44 2.5.1 Regulatory compliance risks 50
2.1.6 Fraud risks 45 2.5.2 Data protection risks 50
2.1.7 Risks related to investments outside France 46 2.5.3 Risks related to liability for illicit content 51
2.1.8 Risks related to public health and the effect 2.5.4 Risks related to disputes 51
of electromagnetic waves 46
2.1.9 Risks related to the Covid-19 pandemic 46
2.6 INSURANCE AND RISK COVERAGE 52

2.2 RISKS RELATED TO THE GROUP’S

INDUSTRY 47 2.7 INTERNAL CONTROL 52
2.2.1 Competition risks 47 2.7.1 Internal control players 53
2.2.2 Risks related to dependence 2.7.2 Control processes for major risks 53
on the incumbent operator 48 2.7.3 Financial information 54

2.3 RISKS RELATED TO THE GROUP’S

ORGANIZATIONAL STRUCTURE 48
2.3.1 Risks related to dependence on iliad’s
principal shareholder 48
2.3.2 Risks related to retaining key personnel 49

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 2 RISK FACTORS

The analysis below sets out the main risk factors that could, at The risks presented are not the only ones to which the Group is
the publication date of this Universal Registration Document, exposed. Other risks of which the Group is not currently aware or
have an adverse impact on the Group, its business, financial which it does not consider as being significant at the publication
position, earnings and ability to meet its objectives. These risk date of this Universal Registration Document, could also have an
factors are specific to iliad and are grouped into five categories. unfavorable effect on its business, financial position, earnings
Within these categories, the risks are ranked in decreasing and ability to meet its objectives. Investors are advised to give
order of net criticality. The net criticality of the risk factors are careful consideration to all of the risks set out below as well as
determined based on a combination of the probability of the all of the information contained in this Universal Registration
risks actually occurring and their severity level, after taking into Document.
account the risk management measures put in place by the
Group. iliad’s assessment of this order of importance may be
changed at any time, notably if any new facts or circumstances
arise (either external or specific to the Group).

SUMMARY TABLE

Probability
Risks of occurrence Severity level Net criticality

Risks related to the Group’s operations

Cyber-security and service interruption risks high moderate high
Risks related to network failure, saturation or interruption high moderate moderate
Risks related to total network unavailability low high moderate
Risks related to network rollout delays low moderate moderate
Risks related to dependence on main suppliers moderate moderate moderate
Fraud risks moderate low moderate
Risks related to investments outside France moderate low moderate
Risks related to public health and the effect of electromagnetic waves low low low
Risks related to the Covid-19 pandemic high moderate moderate
Risks related to the Group’s industry
Competition risks high high high
Risks related to dependence on the incumbent operator moderate high high
Risks related to the Group’s organizational structure
Risks related to dependence on iliad’s principal shareholder high moderate moderate
Risks related to retaining key personnel moderate moderate moderate
Financial risks
Liquidity and financing risks low high moderate
Risks related to asset impairment and provisions low moderate moderate
Legal risks
Regulatory compliance risks high high high
Data protection risks average high high
Risks related to liability for illicit content high low moderate
Risks related to disputes moderate moderate moderate

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 RISK FACTORS
Risks related to the Group’s operations 2
2.1 RISKS RELATED TO THE GROUP’S OPERATIONS

2.1.1 CYBER-SECURITY AND SERVICE confidence, which could lead to a decrease in its network traffic
and revenue, and therefore negatively impact its earnings and
2
INTERRUPTION RISKS outlook. Consequently, the Group could be required to increase
its expenditure and its efforts to protect itself against these risks
Interruptions of services provided to subscribers may occur or to alleviate their consequences, which could have a significant
as a result of (i)  cyber-attacks (on the Group’s networks or adverse effect on its business, financial position, earnings and
information systems), such as hacking, viruses or any other form ability to meet its objectives.
of intrusion, (ii) hardware or software failures, (iii) human error,
(iv) sabotage of critical hardware or software, or (v) performance
failure by a critical supplier. Out of these interruption risks,
telecommunications operators are particularly exposed to
malicious acts and cyber-attacks due to their visibility and the 2.1.2 RISKS RELATED TO NETWORK
vital role that telecommunications play in how an economy FAILURE, SATURATION
functions.
OR INTERRUPTION
Cyber-attacks can affect the Group directly, i.e., if its own
systems are attacked, or indirectly through attacks on the The Group is exposed to the risks of failure, saturation or
Group’s corporate clients, service providers, suppliers or interruption of its fixed or mobile telecommunication networks,
government agencies. For example, some Internet service which could arise if a network has insufficient capacity to absorb
providers have suffered denial of service attacks, with vast the growth in its subscriber base, the development of usages
numbers of information requests sent to their websites in the and increased traffic volumes, or when new applications or
aim of overloading their servers. software are set up.
Such incidents could lead to several impacts, including: Any problems that may arise in adapting the fiber and mobile
 the interruption or unavailability of services: e.g., subscriber networks currently under construction to new technological
network connections, in-store sales or subscriber relations developments and changes in subscriber behaviour, as well
services; as any lack of spectrum – e.g., due to the uncertainty that the
Group will be allocated the additional frequencies it needs to
 the disclosure of sensitive information, such as competitive operate its 4G or 5G networks – could directly affect the Group’s
information and/or the personal data of subscribers operations.
(companies or public entities) (see Section  2.5.2, “Data
protection risks”); If any of these events were to occur, they could reduce the
quality of the services provided to Group subscribers or even
 intrusion and manipulation of the Group’s information cause an interruption in its networks. This could adversely
systems which can lead to fraud (see Section  2.1.6, “Fraud impact new subscriber numbers, as well as the Group’s image,
risks”). reputation, financial position and ability to meet its objectives. In
In order to protect itself against these risks, the Group has put in order to mitigate these risks, the Group has set up local network
place an IT security policy, which includes rigorous management maintenance teams comprising its own employees and local
of access authorizations, an anti-DDoS system and a supervision service providers, as well as supervision centers that can detect
system designed to detect any incidents. It has also made, and incidents on a 24-hour basis.
will continue to make, the investments needed to ensure the The Group must be able to manage the operating risks inherent
reliability of its security system and minimize any problems that to (i)  the development of its mobile operations in France and
could be caused by a security failure or a breach of the security Italy, (ii)  the end of its roaming agreements with operators
system. concerning the use of their mobile networks (Orange for 2G/3G
Despite the measures taken by the Group to protect the security in France and Wind Tre in Italy), and (iii)  rolling out its own
of its systems, the number of cyber-attacks is constantly network and building up suitable distribution channels.
rising and they are becoming increasingly sophisticated, with Until now, the Group has been able to upgrade the capacity of
ever-greater impacts. This in turn means that the Group’s risk of its technical access platforms in line with the growth in traffic
service interruption is also increasing. In addition, as the Group’s volumes and subscriber numbers in order to offer best-in-class
network is so streamlined, with all-IP and fully dematerialized quality and fast connections. However, given the generally
technologies, and in view of the larger size of service platforms accepted forecasts for traffic growth and the objectives that the
and the fact that equipment is now grouped together in a smaller Group has set itself in terms of both increasing the number of
number of buildings, in the future, service interruptions could users of its services (particularly for Broadband and Ultra-Fast
affect a higher number of subscribers and several countries at Broadband Internet access) and expanding its network, it cannot
the same time. guarantee that it will have the resources required for increasing
Although the impact of such attacks is difficult to quantify, if the capacity of its access infrastructures.
they were to occur they could severely damage the Group’s If the Group is unable to increase this capacity, it could have
reputation and image and could result in liability claims against a significant adverse impact on its business, financial position,
the Group, as well as financial losses. They could also adversely earnings and ability to meet its objectives.
affect the Group’s competitive position and subscriber

Universal Registration Document 2019 - 43

 2 RISK FACTORS
Risks related to the Group’s operations

2.1.3 RISKS RELATED TO TOTAL Italy. Second, that the work entrusted to third-party service
providers is properly completed. And third, reaching agreements
NETWORK UNAVAILABILITY with various partners in order to increase the Group’s access
to infrastructure, such as co-financing agreements for access
The Group’s networks or services could become totally to fiber networks, agreements with public or private bodies,
unavailable due to (i)  a technical fault or breakdown, (ii)  an or roaming agreements for the mobile network (see Chapter 1,
incident at a site (network or IT) caused by a natural disaster or Section 1.1.1 of this Universal Registration Document).
an accident, or (iii) intentional damage (e.g., as a result of war,
terrorism or strikes). Any delays in obtaining the requisite authorizations or
completing the necessary work (e.g., due to performance failures
In order to address these risks the Group: by third-party service providers, or delays or problems in rolling
 monitors security at its main sites and for its network out the co-financed fiber local loop), or any delays or problems
equipment; relating to (i)  implementing network-sharing agreements or
roaming agreements (particularly in Italy), or (ii)  entering into
 has a business continuity plan for its critical systems and co-financing or other agreements, or the Group’s ability to obtain
software; such agreements, could slow down the Group’s network rollout
 ensures that it has network redundancy, especially for its plans and prevent it from successfully executing its strategy.
core network (see Chapter 1, Section 1.4.3.1 of this Universal This in turn could adversely affect the Group’s competitive
Registration Document). position, business, revenue, financial position, earnings, outlook
and expansion.
The Group has put in place specific procedures, protocols
and systems and has strengthened its network links in order In addition, any rollout delays in the Group’s Mobile business
to guarantee service continuity in the event of a crisis (core could result in the Group not being able to meet its regulatory
network redundancy and critical links, high-level security and coverage requirements, its contractual obligations with its main
surveillance of critical equipment, priority service restoration in partners, and/or its service quality commitments to subscribers.
the event of a power outage, self-sufficient power for several The financial sustainability of the Group’s Mobile business
days if power supplies are cut off or sabotaged, etc.). In practice, depends on it having the necessary frequencies as well as a
the Group has a transmission network in France based on secure high direct coverage rate and network density in order to ensure
IP technologies, structured in a chain architecture with network optimal service quality on its 3G and 4G networks and its future
redundancy and which serves several operating centers spread 5G network.
across several geographic regions. To prevent such delays, the Group has developed in-house
Such incidents could result in both an interruption of the services expertise in rolling out its own networks. Its network teams –
provided to Group subscribers and high repair costs, even after which comprised some 2,500 people working on the fiber rollout
any amounts received from the Group’s insurers. This could as at June 30, 2019 – have built up high-level skills in all stages of
adversely impact the Group’s continuity of services, as well the process for putting the Group’s infrastructure in place and, in
as its number of new subscribers, image, reputation, earnings, conjunction with the business lines concerned, have developed
financial position and ability to meet its objectives. specific expertise in managing these projects (see Chapter  1,
Section 1.4 of this Universal Registration Document). The Group
has also established close partnerships with selected partners
and providers in order to reinforce its infrastructure and extend
its coverage.
2.1.4 RISKS RELATED TO NETWORK
If the rollouts of the Group’s FTTH network and its own mobile
ROLLOUT DELAYS networks were to slow down due to the occurrence of any
of the above-described risks, it could particularly affect the
The Group’s strategy has always been focused on rolling out
Group’s ability to act fully independently and to offer its own,
its own fixed and mobile networks and developing its regional
differentiated services in all of the regions where it operates. This
coverage in France and Italy.
could then adversely impact the quality of its services, offerings,
For fixed networks in France, the Group is using the existing number of new subscribers, operations, profitability, financial
copper local loop across the whole country, rolling out its own position, ability to meet its objectives, business development
fiber local loop in certain regions (“very densely populated” and outlook.
areas), co-financing the fiber local loop in the rest of the country,
and deploying part of the backhaul network of fiber local loops.
In the mobile segment, the Group is rolling out its own network
made up of directly-owned or directly-operated sites as well as 2.1.5 RISKS RELATED TO DEPENDENCE
sites shared with other operators.
ON MAIN SUPPLIERS
The rollouts of the fiber-to-the-home (FTTH) network and
3G, 4G and 5G mobile networks are contingent on three main In order for it to be able to offer its products and services, the
factors. First, obtaining (i) the authorizations required to roll out Group uses many suppliers, particularly in relation to network
and operate the networks, which are granted by various entities, infrastructure, mobile phones and SIM cards, and the components
including local and regional authorities, site owners and property of its routing and transmission equipment. To achieve the
managers (occupancy of public property, urban planning transmission capacity and quality levels needed for its growing
permits, right of entry into buildings, connections to homes etc.) number of subscribers and their changing requirements, the
and (ii) licenses to operate mobile masts, which are granted by Group relies partly on electronic communications networks
the competent frequency regulatory authorities in France and belonging to other operators in France and Italy, such as Orange,

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 RISK FACTORS
Risks related to the Group’s operations 2
SFR, Fastweb, TIM, Wind Tre and networks rolled out by certain Chapter 1, Section 1.2.3 “Strategy”, of this Universal Registration
local authorities. The Group’s main critical supply contracts are Document). Any market shortage of components and other
as follows: items used to manufacture the Group’s network equipment, such
as the Freeboxes, Freebox DSLAMs, optical fiber and mobile
 agreements entered into by the Group through its subsidiaries,
network equipment, or a sharp rise in their price, ban on their
Free and iliad Italia, granting it Indefeasible Rights of Use
(“IRU”) relating to the dark optical fibers it uses, notably for
sale, or any delivery delays, could impact the Group’s purchasing
processes and production capacities. Such events could also
2
its long-distance network. Most of these agreements were
prevent the Group from providing to its subscribers, on a timely
signed with other operators, such as Interoute and Fastweb
basis, equipment enabling them to access its services, and could
in Italy, and the SFR group and Completel in France, but some
also affect its network capacity. For example, memory – an
were entered into with local authorities covering periods of
electronic component used by the Group in the manufacture of
between 15 and 20 years on average;
its boxes – is subject to high volatility in prices (both increases
 interconnection and unbundling agreements in France and and decreases) in the electronics market. The price of “Flash
Italy, notably with Orange (the “Incumbent Operator”) Memory” components rose by more than 75% in 2017, for
in France, and Wind Tre in Italy, which give the Group instance, and the “DDR3 2GB Memory” module went up by over
access to the local loop of the operator concerned. As 80% between 2016 and 2018 before coming back down to its
described in more depth in Chapter  1, Section  1.4.2 of this original 2016 price at end-2019. Although the Group considers
Universal Registration Document, these interconnection that these components and other items are standardized and
and unbundling agreements, respectively, allow the Group replaceable, and that its purchasing policy for them allows it to
to (i) interconnect its own network with the network of the anticipate growth in demand for Internet access (to fixed and
operator concerned by means of a physical connection to one mobile Broadband and Ultra-Fast Broadband), if any of the
of the operator’s switches and (ii) benefit from direct access above-described events were to occur, the quality of its services
to the segment of the network between the subscriber’s may be affected, which could adversely impact its earnings,
telephone socket and the main distribution frame to which image and reputation.
the subscriber is connected in order to achieve the closest
The Group’s Purchasing Department incorporates supplier
possible proximity to the subscriber. These agreements are
dependency risks in its controls and actively seeks to vary its
open-ended regulated agreements;
supply sources. In addition, the Group’s purchasing policy entails
 agreements to access ultra-fast local loops, signed with building up a minimum target inventory level so that it can be
infrastructure operators (Altitude, Axione, Covage, Orange production self-sufficient for at least three months.
and SFR), which are generally entered into for 20-year
The Group cannot guarantee that it will be able to renew all
periods renewable by Free for a further 20 years;
of its contracts with its main suppliers, or that the financial
 an open-ended agreement signed in 2007 to access Orange’s terms of the contract renewals will be similar to the previous
civil engineering structure. The overall agreement is broken ones, or acceptable, or that it will be able to find replacement
down into separate agreements for each link, which have an suppliers. The termination of any of these contracts could have a
initial term of ten years and are subsequently automatically significant adverse effect on sales of the Group’s products and/or
renewable every five years for a further five-year term; services, as well as on its business, earnings, financial position,
outlook and ability to meet its objectives.
 the roaming agreement (MOCN) entered into with Wind Tre
on July 1, 2016 providing for iliad Italia subscribers’ traffic to
be carried on the merged Wind Tre 2G, 3G and 4G networks
for a period of five years, renewable by iliad for one further
five-year period; 2.1.6 FRAUD RISKS
 site-sharing and colocation agreements, which are needed for
Like all other operators in its industry, the Group is exposed to
mobile network rollouts and are signed with other operators,
the risk of being a victim of various types of fraud. One of the
notably between Free Mobile and Orange or Hivory (formerly
main types of fraud risk it faces is people attempting to benefit
SFR) and between iliad Italia and Wind Tre, Vodafone and
from its services without paying for them. In view of the large
TIM;
number of invoices it issues and the volume of its payment
 contracts to supply mobile phones and SIM cards, generally transactions, such fraud could represent heavy financial losses
entered into for periods of one to five years and renewable for the Group. For example, it recorded a provision of around
for further one- to five-year periods if agreed by the contract €30 million in its consolidated financial statements for the year
parties. ended December 31, 2015 relating to the risk of fraud concerning
the sale of mobile phones. The Group is also exposed to risks
Consequently, if one or more of the Group’s suppliers were
of fraud in its B2B hosting business and its financial services
unable to supply the products and/or services concerned – e.g.,
activity where it acts as a payment establishment, with
if they were prohibited from selling in France – this could affect
potentially significant impacts should such risks materialize. In
the Group’s ability to fully control its networks, offer high quality
today’s environment of increasingly complex technologies, more
services and conduct its operations, or could lead to additional
virtual networks, and faster implementation of new services and
costs that would have an unfavourable impact on its business,
applications, cases of fraud may arise that are more difficult
earnings and outlook.
to detect or control. One reason for this is the development of
The Group has also entered into less strategic supply agreements, big data, which has enlarged the scope of possible attacks, and
primarily with suppliers of electronic components, equipment, particularly cyber-attacks. If a significant case of fraud were to
advertising agencies and the assemblers of Freeboxes and occur it could adversely affect the Group’s revenue, margins,
Freebox DSLAMs. service quality and reputation.
The Group stands out from other operators because it has
made the strategic choice to develop in-house its own routing
and data transmission equipment, software and boxes (see

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 2 RISK FACTORS
Risks related to the Group’s operations

2.1.7 RISKS RELATED TO INVESTMENTS transparent information and consultation procedures concerning
exposure to electromagnetic waves (known as the “Abeille
OUTSIDE FRANCE Act”) has increased public protection regarding exposure
to electromagnetic waves, notably by strengthening the
In 2018, the Group launched its business in Italy, with one of consultation process between operators and residents before a
its main investment goals being to extend the geographic mobile phone mast can be installed. These factors could have a
coverage of its services and networks and develop its business negative impact on the Group’s objectives and earnings.
internationally.
As the Group holds mobile communications licenses, in light
The Group’s changing geographic footprint involves a of the concerns about the potential (but not scientifically
considerable number of risks. These include the risk that proven) health effects that could arise from exposure to
changes in the political, economic, regulatory, tax and/or social mobile telecommunications equipment, it faces the risk that
environment could jeopardize profit forecasts drawn up by the lawsuits may be filed against it in relation to its operations.
Group when it originally made the investment decision, which The public’s heightened perception of health risks could lead
would therefore adversely affect its earnings and financial to a decrease in the number of the Group’s subscribers, less
position. In certain countries targeted by the Group, risks related subscriber usage or potential liability claims, and could affect
to corruption and business ethics might potentially expose it to network rollouts and/or generate additional costs or investment.
international sanctions, which could affect the Group’s image If it were to be scientifically proven in the future that mobile
and reputation. telecommunications equipment does have a harmful effect on
The Group cannot guarantee that it will be able to develop its health, this would adversely impact the Group’s business, image,
business in these markets in line with its plans or that it will earnings, financial position and outlook.
be able to fully recover the amounts invested to develop its
networks and services. Similarly, it can give no assurance that
the deployment of its services in new markets will be successful,
in view of the competition from other operators or players 2.1.9 RISKS RELATED TO THE COVID-19
already present in those countries.
PANDEMIC
If the Group is unable to extend its networks and service
offering to such new markets, the value and/or sustainability of The start of 2020 has been marked by the worldwide health
its investments might be affected, which could have an adverse emergency caused by the Covid-19 pandemic. With the rapid
impact on its business, financial position, earnings and outlook. spread of the virus in France and Italy, both countries have
implemented lockdowns.
As well as the tragic human implications, the pandemic is
slowing the economies of several geographic regions. The
2.1.8 RISKS RELATED TO PUBLIC Group is doing everything it can to first and foremost ensure the
HEALTH AND THE EFFECT health and safety of its employees in France and Italy, while also
carrying on with its operations in view of the essential role that
OF ELECTROMAGNETIC WAVES telecom networks and services play in keeping a country going.
There are currently public concerns both in France and Italy Despite the uncertainties caused by Covid-19 and the impact of
over the potential health hazards of electromagnetic fields the pandemic, the Group’s solid fundamentals are still in place.
emitted by telecommunication equipment. Irrespective of As at the filing date of this Universal Registration Document,
whether or not these concerns are legitimate, they have led to the Group believes that the pandemic and ensuing disruption
more protective regulations, which could reduce people’s use in France and Italy will not last more than a few months, and
of mobile electronic communications, prevent the installation is therefore confident in its ability to achieve its objectives.
of mobile communication masts and wireless networks, or Nevertheless, the pandemic could impact the iliad Group and
result in more claims and litigation. In France, Act no. 2015-136 some of its objectives, notably in Italy, in view of the slowdown
dated February  9, 2015 relating to precautionary measures, in the network rollout and the greater use of roaming services.

46 - Universal Registration Document 2019

 RISK FACTORS
Risks related to the Group’s industry 2
2.2 RISKS RELATED TO THE GROUP’S INDUSTRY

2.2.1 COMPETITION RISKS 4G sites to meet subscriber demand, and would find itself in
an unfavorable competitive position in terms of the 5G rollout.
2
The markets in which the Group conducts the majority of its In order to counter such competitive pressure and be technically
business are mature markets (the French fixed and mobile and commercially self-sufficient, the Group has made rolling
markets and the Italian mobile market). It therefore faces out its own networks a strategic priority. It also has a very
fierce competition from other Internet access providers and pro-active capital expenditure strategy, focused on innovation
operators, or from new players. This is especially the case in and R&D, in order to stay at the cutting-edge of innovative
the retail market, in terms of prices and the ability to swiftly solutions and be able to roll out new-generation networks. The
offer the latest technologies, as well as the ability to propose strong brand recognition of the “Free” and “iliad” names, allied
offerings with network convergence and data-rich content with the Group’s differentiating sales strategy, are also major
(Ultra-Fast Broadband and mobile). There is also a high level of competitive strengths. To remain competitive, the Group must
subscriber volatility as most offerings on the market come with be agile, while constantly developing new functions and features
no commitment and there are frequent launches of promotional for its products and services – which may require significant
deals. investments – and must continue to propose new and attractive
The fixed and mobile access services market is characterized offerings for users.
by fast-changing technologies and technical access methods In the fixed market, competition for access services is fierce
(switched access, ADSL, VDSL, FTTH, Broadband, Ultra-Fast and the Group expects it to intensify further in the future due
Broadband, 2G, HSPA, 3G, H+, 4G, 4G+, 5G, etc.). This means to the fact that (i)  gaining market share is becoming difficult
that there are similarly rapid changes in the types of services and as the market is mature, (ii) the number of strategic and capital
functions offered to subscribers as well as in pricing structures alliances between the Group’s competitors could increase,
(unlimited offers, free offers, promotional deals, European (iii) multinationals with more financial resources than the Group
roaming). The competitiveness of an electronic communications have entered the market, such as the GAFA companies (Google,
operator therefore depends on its ability to swiftly offer the Apple, Facebook and Amazon) and other OTT (over-the-top) (1)
latest technologies at the best price. Competitive pressure service providers, whose investment capacity, particularly for
can render the Group’s offers less attractive than those of its advertising, constitutes a considerable competitive advantage,
competitors and lead to a decrease in the number of its fixed and (iv)  new, and notably global, competitors could enter the
and/or mobile subscribers. It can also push down prices, thus market. If the Group is unable to manage these subscriber
affecting the profitability of the Group’s services. As an example, and/or network risks, this could adversely impact its earnings.
monthly average revenue per user (ARPU) decreased from
€36.10 in September 2013 to €32.60 in December 2019. Competition is also strong, and is expected to further intensify, for
television and video services via fixed electronic communications
In the mobile market, the arrival of Free Mobile in France and networks. In this sector, several of the Group’s competitors are
iliad Italia in Italy, combined with their rapid growth, heightened implementing strategies involving the convergence of electronic
competition in these already mature markets and prompted communications networks and media, which has resulted in
market operators (both incumbent and virtual (Mobile Virtual some competitors gaining greater power and control over
Network Operators or MVNOs)) that had greater financial access to and broadcasting premium content (TV channels
resources than those of the Group, to launch marketing and programs). Consequently, exclusive content distribution
counter-offensives. The Group’s success in the mobile market rights held by particular operators are starting to develop in
will depend on its ability to ensure (i) that its offers and services the market, particularly for premium content (such as premium
are and remain sufficiently appealing compared with those of TV channels). In addition, some TV channel owners have made
its competitors, (ii) that it can offer its services to a sufficiently access to their free channels contingent on also having access
large number of subscribers through the extension and rollout of to their pay-TV channels, which has a harmful effect on the
its own mobile networks, and (iii) that it takes part in the Italian appeal of the Group’s audiovisual offering and could therefore
market’s digital transition. If the Group is unable to grow, notably impact its earnings. Although the Group considers that it has
by proposing appealing offerings and quickly developing a competitive advantages in this market, notably through the use
4G/5G network, this could directly impact its ability to retain of its Freeboxes (Delta, One, Revolution and mini 4K), which
its subscribers, adversely affect its revenues and delay return provide secure transmission of content, it cannot guarantee that
on the investments made in rolling out its own networks. In it will be able to maintain or develop its audiovisual operations
particular, if the Group is unable to roll out a future 5G network in line with its plans. If the Group is unable to reach agreements
that is suitably adapted to subscriber behaviour (i.e., higher on the distribution of certain content, and if certain premium
data usage) and has sufficient spectrum capacity (in view of the channels and content start being distributed on an almost
uncertainty about whether it will be allocated the frequencies exclusive basis by the owners of the channels or the Group’s
it needs for its 5G network) at a bearable cost (taking into competitors, the Group could be unable to provide similar TV
account the final amount paid for auctioned spectrum and the offerings, which would prevent it from competing.
investments made by the Group), it will have to deploy more

(1) The supply of content over the Internet without the involvement of an operator or its set-top box.

Universal Registration Document 2019 - 47

 2 RISK FACTORS
Risks related to the Group’s organizational structure

This fiercely competitive situation could have a significant could have a material adverse effect on the Group’s business,
adverse impact on the Group and its ability to retain its results of operations and financial position as well as on its
subscribers and win new ones, as well as on its market share, ability to meet its objectives. At December 31, 2019, the Group
margins, earnings, return on investment, financial position, ability had 4.7 million fixed subscribers on the incumbent operator’s
to meet all or some of its objectives, business development and ADSL network. Consequently, a 10  euro cent increase in the
outlook. unbundling tariff would represent an additional annual cost of
around €6 million for the Group.
As part of the FTTH network rollout – which is being carried
out in accordance with the regulatory framework set by the
2.2.2 RISKS RELATED TO DEPENDENCE ARCEP – the Group has entered into numerous network-sharing
and co-financing agreements with the incumbent operator.
ON THE INCUMBENT OPERATOR These agreements cover areas that are classified by ARCEP as
Despite the legal and regulatory framework applicable in “very densely populated” as well as other areas (which have
France, which requires the incumbent operator to permit the privately co-financed networks or public initiative networks
development of local loop unbundling and to grant the Group (“PINs”)). One of the main objectives of the agreements is for
access to its installations, the Group could be confronted by the Group to participate in co-financing Orange’s rollouts of
situations where there is a conflict of interest with the incumbent FTTH lines in return for access to all of the deployed lines for
operator as its dominant competitor and principal supplier. an initial period of between twenty and thirty years (renewable
The incumbent operator could therefore exercise significant for periods ranging from twenty to forty years). The terms and
influence over the Group’s operations and strategy, with conditions applicable to (i)  cabling buildings in areas that are
potentially adverse effects, and could also restrict its capacity not very densely populated, and (ii) the renewal of the right to
for growth. use the deployed FTTH lines could have an adverse effect on the
Group’s business, results of operations, financial position and its
The Group has signed interconnection and unbundling ability to meet its objectives.
agreements which give it access to the incumbent operator’s
local loop (see Section 2.1.5 above, “Risks related to dependence In order to free itself from this dependence on the incumbent
on main suppliers”). The Group’s profitability depends partly operator’s network, the Group has made it a strategic priority
on (i)  the pricing and technical conditions established by the to roll out its own networks and control all of its infrastructure,
incumbent operator, notably in its Reference Interconnect Offer so that it can have the highest possible degree of technical and
(revised each year) and in its Reference Unbundling Offer (revised commercial independence.
from time to time) and (ii) non-discrimination undertakings given To meet this objective for its mobile network, the Group is
for the FTTH (1) wholesale market by the incumbent operator. For gradually stopping its use of roaming services on Orange
example, any major rise in the prices or change in the technical France’s 2G and 3G networks provided for in a roaming
conditions set out in the Reference Interconnect Offer or the agreement originally signed on March  2, 2011 (see Chapter 5,
Reference Unbundling Offer, as approved by ARCEP (the French Section 5.1.2 of this Universal Registration Document).
regulatory authority for electronic and postal communications),

2.3 RISKS RELATED TO THE GROUP’S

ORGANIZATIONAL STRUCTURE

2.3.1 RISKS RELATED TO DEPENDENCE Group transactions, notably external growth transactions in
France and abroad, including issues of new shares, mergers, and
ON ILIAD’S PRINCIPAL asset contributions). The Group’s interests may not always be
SHAREHOLDER the same as those of its principal shareholder, which could affect
the Group’s outlook and business development. The Group’s
At the date of this Universal Registration Document, Xavier Niel – success therefore depends on maintaining its relationship with
the Company’s principal shareholder – held 71.16% of iliad’s share Xavier Niel.
capital and 69.08% of the voting rights. Xavier Niel is a director In addition, the fact that a significant portion of the Company’s
and Senior Vice-President of the Company. In addition, some of capital and voting rights is held by a single shareholder, and that
the iliad shares he holds carry double voting rights, as provided said shareholder may freely dispose of all or part of his interest
for by French law. The Group is structured around a strong in the Company on the open market, or there may be market
executive team. However, Xavier Niel is in a position to have a perception that such a disposal was imminent or probable, could
decisive influence over most of the Group’s strategic decisions have a significant adverse effect on the price of the Company’s
and in particular those requiring shareholder approval (such as shares.
the election and removal of directors, payment of dividends,
amendments to the bylaws, and decisions concerning important Such a situation could have a significant unfavourable impact on
the Group’s image and the Company’s share price.

(1) Fiber To The Home: technology used to directly connect subscribers’ homes to an optical fiber network.

48 - Universal Registration Document 2019

 RISK FACTORS
Financial risks 2
2.3.2 RISKS RELATED TO RETAINING KEY and technicians working on its platforms and network and on
designing and developing “in-house” hardware such as the
PERSONNEL Freebox, SIMbox and Freebox DSLAM are skilled in a number
of different areas. The Group’s ability to attract, train, retain and
The Group’s success is particularly dependent on retaining motivate highly qualified employees and executives will play
certain key personnel who have specific expertise in the
Group’s business (engineers, technicians, executives and key
a key role in its future success. However, since competition to
attract employees and executives with such qualifications is
2
employees). The Group has a culture which fosters teamwork intense, there can be no assurance that the Group will be able
and motivation, and it has set up a human resources and to do so.
compensation policy adapted to the talent of its people.
Furthermore, its key employees have an ownership stake in The loss of one or more key employees or an executive,
iliad and/or its subsidiaries, which plays a major role in building or an inability to replace them or to attract other qualified
loyalty. Nevertheless, there can be no assurance that these key employees and executives could affect the Group’s ability to
employees will remain with the Group. meet its objectives and implement its strategy and could have a
significant adverse effect on its business, revenues, earnings and
In order to guarantee the long-term future of its business, financial position.
the Group takes particular care to ensure that the engineers

2.4 FINANCIAL RISKS

Information on the Group’s financial risk management and a sensitivity analysis are provided in Note  35 to the 2019 consolidated
financial statements in this Universal Registration Document.

2.4.1 LIQUIDITY AND FINANCING RISKS Liquidity risk is the risk of not having the funds necessary to
meet commitments at their maturity date. This includes (i) the
The Group finances its business activity through issues of risk that assets may not be readily sold under satisfactory
short-term money-market securities, credit facilities with various conditions when required, and (ii) the risk of borrowings having
different lenders (bank loans, bilateral credit lines or syndicated to be repaid early or of not having access to credit under
loans) and bond issues. satisfactory terms and conditions. iliad’s earnings and outlook
could be adversely affected if its financing requirements were
At December 31, 2019: to increase and its access to capital markets were to become
 Gross debt: €5,202 million; difficult. In the event of unfavorable changes in the economic
environment, the Group’s access to its usual sources of financing
 Leverage ratio of 2.2x EBITDAaL. could be restricted or become much more expensive due to
See Chapter 5, Section 5.3.3 “Consolidated debt” of this Universal higher market interest rates and/or lending margins. In order
Registration Document, Note  31 to the 2019 consolidated to prevent these risks from occurring, Group Treasury has
financial statements in this Universal Registration Document, put in place undrawn confirmed credit facilities and carefully
and Note  35 to the 2019 consolidated financial statements in controls the Group’s sensitivity to liquidity risk in line with the
this Universal Registration Document for a description of the maturities of its various financing arrangements. Any inability
Group’s various sources of financing and liquidity, the maturities to access financial markets and/or obtain credit on reasonable
of its debt and its debt covenants, as well as information on its terms and conditions could prevent the Group from having
commitments in terms of financial ratios and the consequences sufficient liquidity and could affect its competitive positioning.
in the event of a breach or significant unfavorable change in In particular, the Group may have to allocate a considerable
these ratios. portion of its available cash to servicing or repaying its debt,
to the detriment of its capital expenditure. In any event, the
In view of its financing needs, the Group is exposed to liquidity Group’s earnings, cash flows and overall financial position and
risk in the event of disruptions in bond markets or reduced flexibility could be negatively impacted.
lending capacity for banks. Such events could affect the Group’s
ability to raise financing and therefore prevent it from having
access to the liquidity it needs.

Universal Registration Document 2019 - 49

 2 RISK FACTORS
Legal risks

2.4.2 RISKS RELATED TO ASSET into. For example, as a result of changes in ultra-fast mobile
technologies, LTE (Long Term Evolution) technology took over
IMPAIRMENT AND PROVISIONS from Wimax (Worldwide Interoperability for Microwave Access)
technology, and in 2010 the Group had to write down its Wimax
Changes in the economic, political or regulatory environment frequencies by €40 million, representing 74% of the asset’s value
could lead to impairment in value of the Group’s assets (notably at that time. For further information on impairment of assets,
goodwill and/or other intangible assets), or require it to set aside see Notes 16 to 19 of the 2019 consolidated financial statements
provisions for its long-term contractual obligations or for onerous in this Universal Registration Document. As the Group has a
contracts. At June 30, 2019, goodwill recognized by the Group large amount of goodwill and intangible assets on its balance
on its acquisitions and disposals amounted to €306 million, and sheet, any material impairment losses or provisions could have
intangible assets acquired totalled €3.82  billion. The carrying an adverse effect on its financial position and earnings for the
amounts of long-term assets, including goodwill and other non- year in which they are recognized. These amounts may vary
current assets, are sensitive to any changes in the operating depending on the assumptions, judgement and estimates used
environment that differ from the assumptions and forecasts when impairment tests are performed, including discount rates,
used for initially measuring them. The Group recognizes an the perpetuity growth rate, and forecast cash flows, which in
impairment loss against these assets, or a provision if events or turn depend on the Group’s assessment of the economic and
circumstances suggest that there are significant and prolonged financial context (see Note 18 to the 2019 consolidated financial
unfavorable changes affecting either the economic environment statements in this Universal Registration Document).
or the assumptions or objectives applied at the date the
acquisition was completed or the contractual obligation entered

2.5 LEGAL RISKS

2.5.1 REGULATORY COMPLIANCE RISKS and services which can lead to significant outlay, such as for the
rollout of its 5G network. The Group has put in place specific
The Group’s business activities are highly regulated and therefore compliance programs which enable it to respect all of the
extremely dependent on the legal and regulatory context – relevant regulations, determine their impacts, and implement
and even the political situation – in the countries where they any required action plans.
are conducted. The Group’s operations are subject to specific If the Group does not comply with the laws, regulations and
regulations governing the electronic communications sector in standards to which it is subject – not only in the countries where
France and Italy, which notably concern (i) obtaining/renewing it actually operates, i.e., France and Italy, but also in the rest
fixed or mobile operator licenses and frequencies, (ii) the terms of Europe and internationally – it could face various different
and conditions of access to networks, such as for roaming and types of sanctions, fines or other penalties, which could affect
network-sharing, (iii)  unbundling, (iv)  the prices of services its business, revenues, earnings and reputation. For example,
(unbundling charges and costs for renting copper pairs from the if the Group does not fulfil the commitments it gave when it
incumbent operator), (v)  the effect of electromagnetic waves, was granted its licenses and authorizations to operate its 3G
(vi)  personal data security for digital operations, (vii)  taxes and 4G networks – notably in relation to population coverage
levied on telecommunications companies (introduction of new and service quality – the licenses or authorizations concerned
taxes or increases in existing taxes), (viii) consumer protection may be terminated and the Group could be required to pay
(canvassing and solicitation), and (ix)  bitstream (for further compensation to the French state or other related parties.
information about the regulations applicable to the Group, see
Chapter 1, Section 1.6 “Regulatory Framework” of this Universal Any changes in the regulations applicable to the Group or, more
Registration Document). In order to roll out its 5G network, the generally, in the political context of one of the Group’s host
Group is also dependent on the allocation and auctioning of countries, could also lead to additional costs or investments, and
5G frequencies carried out by the national regulators. In Italy, have a significant adverse impact on how the Group conducts its
auctioned 5G frequencies represented a total of €6.5 billion, of business, as well as on its image, reputation, earnings and ability
which iliad Italia managed to win €1.2 billion worth. Additionally, to meet its objectives.
some operations carried out by the Group’s entities are subject
to specific industry regulations. This is the case, for example, for
iliad 78’s financial services activities, meaning that the Group has
to comply with all of the regulations applicable to the banking 2.5.2 DATA PROTECTION RISKS
and finance sector, which exposes it to the risks inherent to that
sector (e.g., money laundering and terrorism financing). In the course of its business the Group has access to a vast
The Group’s room for maneuver in managing its business amount of general personal data (such as the names, addresses
activities is therefore restricted, as it has to comply with a range and bank details of its subscribers) as well as personal data held
of regulatory obligations concerning the supply of its products in connection with its health data hosting activities. The Group is
therefore exposed to the risk of loss, unauthorized disclosure or

50 - Universal Registration Document 2019

 RISK FACTORS
Legal risks 2
inappropriate alteration of the personal data of its subscribers If any such lawsuits were to be filed, the Group could incur
(both individuals and companies), employees, suppliers, significant costs, either for its defense or to comply with any
service providers and any other persons, which is stored on its court orders or injunctions issued, even if it is not held liable.
infrastructure or carried on its networks. Lastly, any such proceedings could damage the Group’s image
and reputation.
These risks could occur due to (i)  the implementation of new
services or applications, (ii)  the development of new business 2
activities in the domain of connected objects, (iii) malicious acts
(such as cyber-attacks) targeted at sensitive and/or personal
data held by the Group, (iv)  negligence or errors committed 2.5.4 RISKS RELATED TO DISPUTES
either within the Group or by partners to which certain
operations are outsourced, or (v) governmental request that do In the normal course of their business the Group’s companies
not comply with the applicable legal and regulatory formalities. may be involved in inquiries, disputes with governmental
agencies, civil or criminal lawsuits, arbitration proceedings with
The Group could also be held liable under specific data
the regulatory or oversight authorities, or proceedings with
protection legislation applicable in many countries, such as the
consumer associations, competitors or other parties. Information
European General Data Protection Regulation (EU) 2016/679
on the main disputes in which the Group is currently involved
dated April  27, 2016 (GDPR), which strengthens the rights of
is provided in Note  36.6 to the 2019 consolidated financial
individuals and imposes more stringent obligations on data
statements in this Universal Registration Document.
processors.
To the best of the Company’s knowledge, apart from the cases
The Group applies strict measures and takes the necessary
referred to above, there are no governmental, legal or arbitration
precautions to protect the data it handles, at all levels of its
proceedings (in progress, pending or threatened) that could
organization. For example, it has appointed a Data Protection
have, or have had in the past twelve months, a significant impact
Officer (DPO) as well as a Group Compliance Officer who ensures
on the financial position or profitability of the Company and/or
that the Group is compliant both with the applicable laws and
the Group.
its own in-house standards, and issues advice on improving
the Group’s systems. A network of GDPR correspondents has The aggregate amount of provisions set aside to cover all of
also been set up, tasked with implementing a data protection the Group’s disputes (see Note 28 to the consolidated financial
compliance program. Incident impact analyses are performed, statements in Chapter 6 of this Universal Registration Document)
which the Group uses as a basis for putting in place new security corresponds to the full amount of the outflows of resources that
measures and/or reviewing its processes. Additionally, the Group the Group deems probable (excluding any recoverable amounts)
regularly raises awareness about data security among all of its for all types of disputes in which it is involved as a result of
employees, partners and service providers as part of its training conducting its business. At June  30, 2019, these provisions
and awareness-raising programs. totalled €33 million.
If these risks – which are becoming increasingly frequent with Like other players operating in its sector, the Group is frequently
widespread media coverage – were to materialize, the owners of served with writs as part of claims instigated by subscribers in
the disclosed or altered data could suffer considerable prejudice relation to the services it provides. Taken on an individual basis,
and the Group might be held liable. This could lead to a loss of these cases do not have a significant impact on the Group.
subscriber confidence, which would have a significant adverse However, any proliferation of such claims or the filing of a class
impact on the Group’s reputation, image and business. action could constitute a financial risk for the Group. In order to
considerably reduce the total, final costs of any such suits, the
Group generally seeks to negotiate an out-of-court settlement.
Since the Group has entered the mobile market, a number of
2.5.3 RISKS RELATED TO LIABILITY suits have been filed against it by competitors, alleging that
it has engaged in misleading commercial practices, unfair
FOR ILLICIT CONTENT competition or defamation.
Lawsuits are regularly filed in France and other countries against Some of these proceedings have involved, or may involve in the
Internet service or hosting providers because of the content future, claims for substantial amounts against one or more Group
of the information transmitted or made available online (in companies, which could jeopardize the conditions in which the
particular for press-related violations, invasion of privacy and Group’s companies conduct their business. The advancement
trademark infringement). For example, in 2018 the Group was or final outcome of some or all of the proceedings currently in
ordered by a French court to block access to a site conveying process could have a significant adverse effect on the Group’s
a message of extreme hate against people on account of their earnings, financial position and reputation.
religion, ethnicity or sexual orientation. And in 2019, it was
Furthermore, the provisions for disputes that the Group has
ordered to block access to several sites that were contravening
already recognized in its financial statements, or that it may
intellectual property rights or regulations on financial products
have to subsequently recognize, may prove to be insufficient.
and services.
It cannot be ruled out that in the future new lawsuits or
In accordance with the applicable French regulations (as proceedings will be filed against a Group entity, either related
described in Chapter 6, Section 1.6.2 of this Universal Registration or not to those currently in process and arising either from risks
Document), the Group has made specific forms available on already identified by the Group or from new risks. Any rulings
the Free portal home page so that web users can report illicit against the Group in such lawsuits or proceedings could have an
content, and has established a procedure for reporting any adverse effect on its business, financial position, earnings and
breaches of the law, particularly violation of human dignity. In outlook.
this way, the Group can respond promptly to any issues raised.
It has also allocated special teams to manage these alerts and
delete reported illicit content.

Universal Registration Document 2019 - 51

 2 RISK FACTORS
Insurance and risk coverage

2.6 INSURANCE AND RISK COVERAGE

The Group’s strategy is to obtain insurance from external sources Network rollouts are covered by principal contractor, site
to cover the risks which can be insured at a reasonable cost. Its works damage and “property developer” (constructeur non-
current insurance policies cover Group companies’ assets and réalisateur) insurance policies.
third-party liability, under standard terms.
The Group has taken out specific insurance policies to cover
In 2017, iliad renegotiated Telco OI’s insurance policies and used the operation of active and inactive electronic communications
the EU’s free provision of services system to integrate iliad Italia networks.
into the Group’s various third-party liability, equipment breakage
Its business as a fixed and mobile electronic communications
and industrial risk insurance programs.
operator and as a hosting operator for private and professional
In 2018, an international program was set up for the manufacture, websites is covered by a professional liability insurance policy.
transportation and storage of Freebox Delta and Freebox One The Group has also taken out an insurance policy to cover
units. industrial risks and equipment breakage for all of its fixed sites
(Points of Presence, subscriber connection nodes and LTO-ON
The cost of insurance coverage for all iliad Group companies in
sites) as well as for its mobile sites (base station sites) and
2019 was approximately €11.2 million, corresponding to the total
its head office. Lastly, in March  2015, the Group renewed the
amount of insurance premiums paid by the Group. In order to
directors’ and officers’ liability insurance policy taken out in
obtain the best possible coverage for all Group companies, iliad
March 2005 which covers all forms of such liability claims.
uses the services of its online insurance brokerage subsidiary,
Assunet, which negotiates the insurance policies on its behalf. iliad considers that this insurance cover takes into account
The Group’s main policy covers third party liability in the event the nature of the risks incurred by Group companies and is
of fire, as required by the incumbent operator in respect of the appropriate in view of the insurance cover currently available on
premises it owns which are occupied by the Group. the market for groups of a similar size and with similar business
activities.

2.7 INTERNAL CONTROL

The Group’s internal control principles and procedures form part The stated objective of the internal control system is therefore
of an overall corporate governance approach that complies with to anticipate and control all the risks arising in the course of
the Reference Framework for internal control systems issued by the Group’s business, particularly in the areas of accounting
the French securities regulator (Autorité des Marchés Financiers and finance – including the risks of error and fraud – as well as
– AMF). various operational risks, strategic risks and compliance risks.
An internal control system can only provide reasonable
Presentation and organization of the Group assurance – and not an absolute guarantee – that the Company
will achieve its objectives.
All of the Group’s corporate departments – encompassing the
corporate secretary’s department, finance and accounting, The iliad Group’s internal control system is structured around:
legal affairs, human resources, technology and marketing – are  internal rules, which set out regulations to be respected by
cross-business functions and are identical for each Group entity. employees within each Group company; and
This structure enables the Group to be managed consistently
and makes it easier to perform controls, and is further simplified  processes and controls inherent to the individual systems of
by Executive Management and central functions being located each department.
together at the iliad Group headquarters. The Internal Control Department serves the entire Group,
including all Group entities. It supports and advises operational
and functional staff in the implementation of internal control in
Internal control objectives line with the guidance set by the Group’s management.
Internal control is a process implemented by management
The Finance Department, which is also assisted by the
designed to provide reasonable assurance that the Company’s
accounting and management control teams and the other
objectives are achieved relating to the following areas:
departments described in this document, is central to the overall
 efficiency and effectiveness of operations; internal control system.
 safeguarding assets, particularly intellectual property, human Each Group company reviews its accounting and financial data
and financial resources and the Company’s image; on a monthly basis.
 preventing the risk of fraud;
 reliability and fairness of financial and accounting information;
and
 compliance with applicable laws and regulations.

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 RISK FACTORS
Internal control 2
2.7.1 INTERNAL CONTROL PLAYERS
The Group’s main internal control bodies are as follows:

The Management Committee

The Management Committee is an operational decision-making
Department. This committee meets monthly in order to
coordinate the work of the call centers and anticipate future 2
needs. It also ensures that all the requisite resources have
body for the Group. It is responsible for tracking monthly reporting been allocated to the call centers in order to meet the
schedules, deciding on the Group’s strategy and operations in requirements of subscribers and foster their loyalty;
conjunction with the Board, discussing and collectively deciding
on key management issues, and setting annual objectives. It  the Environment and Sustainable Development Committee,
meets as often as required in the interests of the Company which puts forward proposals aimed at defining and putting
and the meetings are attended by the Chairman of the Board in place the Group’s corporate social responsibility (CSR)
of Directors as well as the Group’s Chief Executive Officer and policy and commitments. This Committee is responsible for
Senior Vice-Presidents. The senior managers of the Group’s main overseeing the operational aspects of the CSR policy and its
subsidiaries also attend certain meetings. The senior managers rollout across the Group;
of the Group’s main subsidiaries also attend certain meetings  the Ethics Committee, which is tasked with reviewing the
and the issues covered serve as a basis for the management compliance programs set up within the Group, notably in
presentations given during Board of Directors’ meetings. connection with the French “Sapin II” Act dated December 9, 2016
The Management Committee coordinates relations between the on transparency, anti-corruption measures and modernization of
parent company and its subsidiaries, and as such can ensure business practices. This Committee ensures that the compliance
that the Group’s operations run smoothly. measures deployed within the Group are appropriate in view of
the level of identified risks and decides on any improvements
that need to be made to the compliance programs. It meets in an
Committees reporting to Executive Management advisory capacity to discuss matters related to business ethics
and issues opinions on the Group’s exposure to ethical risks and
Several specialist committees reporting to Executive
the corrective actions to be put in place. This Committee also
Management have been set up to apply - or verify the application
has an oversight role and acts as the body of last resort in the
of - internal guidelines that are reviewed by the Audit Committee.
Company’s whistle-blower and stakeholder control processes;
The main committees – which are made up of operations,
 the Personal Data Committee. The aim of this committee is
accounting and finance staff – are as follows:
to review the compliance program set up within the Group
 the Debt Recovery Committee, which monitors receivables for the purpose of complying with EU Regulation 2016/679
and collection procedures in order to ensure that adequate issued by the European Parliament and the Council on
provisions are set aside to cover any risks of non-recovery; April 27, 2016 on the protection of individuals with regard to
 the Operators Committee, which examines purchases from the processing of personal data.
operators in order to assess whether proper internal controls
are in place in terms of approvals and accounting treatment.
It also examines the Group’s main claims, litigation and
commitments in this area, to ensure that there are adequate 2.7.2 CONTROL PROCESSES FOR MAJOR
provisions to cover the related risks;
RISKS
 the Audiovisual Committee, which analyzes the performance
of the Group’s audiovisual operations and related marketing The Group has set up an internal control system that enables it to
campaigns. It verifies that business performance is effectively manage the risks relating to its business strategy, development
monitored and that the terms and conditions of contracts and decision-making processes on a continuous basis.
entered into with content providers, service suppliers and
The main risks that could impact the Company are identified, assessed
subscribers are respected;
and reviewed by Executive Management. A detailed analysis of
 the Fiber Committee, which is tasked with ensuring the these risks for the year ended December 31, 2018 is provided above
effective application of the Group’s strategy for acquiring in this Chapter of the Universal Registration Document.
premises to house optical nodes (ONs), for the “horizontal”
and “vertical” rollouts of the FTTH network, and for
connecting subscribers to the network; Risks relating to the Group’s operations and
 the Mobile Committee, which is in charge of monitoring
business strategy
the progress of the rollout of the Group’s network, as An analysis of the Group’s risk exposure concerning revenue
well as negotiations with suppliers and levels of financial protection is carried out jointly – under the supervision of
commitments; Executive Management – by the IT teams through automated
controls, and the finance teams through consistency checks and
 the Manufacturing/Freebox Committee, which verifies that
manual controls.
production cycles are effectively managed and that all
necessary measures are taken to meet the Group’s targets; Executive Management is also provided with information on
recruitment needs (in terms of number of staff and skills) and
 the Accounting Committee, which sets the framework for the
the financing required in order to develop the Group’s technical
Group’s accounts closing procedures and ensures that they
infrastructure.
are formally documented. It examines the financial statements
and checks that accounting standards are properly applied Risks relating to managing and properly accounting for data and
and that adequate provisions are set aside to cover any risks. other flows transiting on the Group’s network are also identified
It also verifies that the financial statements give a true and and assessed by the IT and finance teams under the supervision
fair view of the Group in accordance with the applicable of Executive Management.
accounting principles. Lastly, it schedules pre-closes, carries
In terms of subscriber relations risks, in view of the Group’s
out reviews of the accounts and ensures that financial data
rapid growth and in order to anticipate recruitment needs –
is effectively shared, which helps strengthen the financial
notably within the contact center teams – a reporting procedure
control function;
has been established to measure the volume of calls received
 the Subscriber Relations Committee, comprising the heads of and dealt with, and to monitor waiting times. The reporting
the call centers and managers from the Subscriber Relations schedules are relayed regularly to Executive Management.

Universal Registration Document 2019 - 53

 2 RISK FACTORS
Internal control

Lastly, the Group’s research and development team – which Monthly reporting/monitoring process
reports directly to Executive Management – helps to ensure that
iliad remains technologically innovative. A monthly reporting schedule is drawn up by the Group’s
financial units, incorporating the main operating and financial
indicators related to the Group’s sales activities and the
Risks relating to the Internet rollout of its fixed and mobile networks. The reports prepared
and telecommunications sectors by the financial controllers are transmitted to the Finance
Department and incorporated into the overall Group reporting
As the Group is subject to the specific laws and regulations schedule, which contains the key data used for monitoring the
applicable to the telecommunications sector, iliad’s Compliance Group’s operations and results. This process forms one of the
Department carries out regular controls to ensure that these cornerstones of the internal control and financial information
laws and regulations are respected. Risks relating to the Group’s systems and it is the main tool used by Executive Management
business sectors are principally monitored by an internal for tracking, controlling and monitoring the Group’s business
team dedicated to tracking regulations within the electronic activity.
communications sector as well as the impact of these regulations
on the Group’s operations. The Board of Directors is informed of the latest available
indicators during its meetings.

Security
Accounts-closing process
The Group has set up procedures to guarantee the security and
physical integrity of its network. The Group has invested in, and The Group’s Finance Department performs a monthly close for
will continue to invest in, the measures required to guarantee the each Group company.
reliability of its security system and to limit problems that could The Group’s organizational structure, based on a single Finance
be caused by security failures or a breach of the security system. Department for all of its companies and the use of a shared
information system and a common accounting manual, enables
consistent application of accounting policies and methods.
Legal risks
In addition, the Group’s Finance Department tasks an external
A detailed analysis of legal risks – which are tracked by the
certified public accountant with reviewing the individual
Group Legal Affairs Department – is provided in section  2.1.4
accounts of each entity on at least a monthly basis.
above for the year ended December 31, 2018.
Half-yearly consolidated financial data are presented to the
Board of Directors.
Control procedures relating
to financial communication
Specific procedures relating to the preparation
The Company is required to keep its shareholders, the financial
community and the general public informed about its financial
and processing of accounting and financial
position. information
All financial information – which is drawn up by the Finance The internal control procedures in force within the Group relating
Department – including press releases, management reports, to the major operating functions are as follows:
and financial statements, is reviewed on a cross-business basis Sales: the revenues of each Group company are controlled
by Executive Management. by the Finance Department in conjunction with the operating
In order to limit the risks relating to erroneous or contradictory teams concerned, by carrying out tests on sales movements,
information, an internal procedure is used whereby the Group’s valuations and invoicing of communications and subscriptions,
media relations officer centralizes all strategic, commercial, as well as on payment collection and debt recovery processes.
financial and technical information that is released outside the Capital expenditure: controls on the outlay for and management
Group. Furthermore, in accordance with this procedure, the of assets making up the Group’s telecommunication network
media relations officer attends any and all interviews in order to are performed through a validation procedure based on
ensure that the information relayed is consistent. predetermined authorized thresholds and budgets.
Purchases: purchases other than capital expenditure are
also controlled based on authorized thresholds, as well as by
segregating tasks, with controls of Internet operating costs
2.7.3 FINANCIAL INFORMATION and fixed telephony costs carried out each month based on a
reconciliation of actual usage and bills issued.
The following procedures have been set up to implement
controls over the Group’s financial management and ensure that Cash flows: control over cash management is performed
the accounting data produced is correct. through bank reconciliations, secure means of payment,
specific signature authorizations, including for off-balance
sheet commitments, and daily, weekly, monthly and quarterly
Budget process reporting. Cash flow hedging operations are subject to specific
Each year, the Finance Department – assisted by financial authorization and monitoring procedures.
control – draws up a forecast business plan for the Group, which Payroll: employees’ pay is controlled through a procedure that is
is regularly updated. This plan is based on the Group’s strategic based on segregating the controls performed by line managers.
decisions, and is approved by Executive Management.
These procedures are controlled by the Finance Department
with the help of operations staff, based on tests that are regularly
performed by the Company, with a view to ensuring that the
verification procedures set up within the Group are effective.

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 CORPORATE 3
GOVERNANCE

3.1 MEMBERSHIP STRUCTURE 3.3 ORGANIZATION AND OPERATING

OF THE COMPANY’S ADMINISTRATIVE PROCEDURES OF EXECUTIVE
AND MANAGEMENT BODIES 56 MANAGEMENT AND MANAGEMENT
3.1.1 Membership structure of the Board of Directors
BODIES 74
and general principles 56 3.3.1 Separation of the roles of Chairman
3.1.2 Governance Structure 63 and Chief Executive Officer 74
3.1.3 Executive management 63 3.3.2 Executive Management 74
3.3.3 Committees reporting
to Executive Management 75
3.2 ORGANIZATION AND OPERATING 3.3.4 Gender equality in the workplace 75
PROCEDURES OF THE BOARD
OF DIRECTORS 64
3.2.1 General rules and principles relating
3.4 COMPENSATION OF THE GROUP’S
to the membership structure of the Board CORPORATE OFFICERS 76
of Directors 64 3.4.1 2019 compensation for corporate officers 76
3.2.2 Operating procedures of the Board of Directors 68 3.4.2 Compensation policy for corporate officers 85
3.2.3 Organization and operating procedures 3.4.3 Table of compensation and benefits
of the Board Committees 70 (disclosed in accordance with the AFEP-
MEDEF Code) 90

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 3 CORPORATE GOVERNANCE
Membership structure of the Company’s administrative and management bodies

This chapter of the Universal Registration Document constitutes It was signed off by the Board of Directors on March 16, 2020
the Board of Directors’ report on corporate governance and will be presented to the Company’s shareholders at the
required under Article  L.  225-37 of the French Commercial Annual General Meeting to be held in 2020.
Code (Code de commerce). The main purposes of the Board
The Board of Directors has stated that, for the preparation of this
of Directors’ report on corporate governance, drawn up as
report, the Company referred to the AFEP-MEDEF Corporate
part of the overall preparation of the financial statements
Governance Code for listed companies in France, as amended in
for the year ended December  31, 2019, are to disclose (i)  the
January 2020 and available on the AFEP and MEDEF websites.
preparation and organization of the work of the Board of
As required under the “Comply or Explain” rule provided for
Directors and its Committees, (ii)  the powers of the Chief
in Article L. 225-37-4 8° of the French Commercial Code and
Executive Officer, (iii)  the compensation of the corporate
referred to in Article 27.1 of the AFEP-MEDEF Code, the Company
officers (1), notably the compensation policy for 2020 and the
hereby states that it considers its corporate governance practices
components of compensation paid during or allocated for 2019,
compliant with the recommendations of said Code.
and (iv) any other information required in the report pursuant to
Articles L. 225-37 et seq. of the French Commercial Code.
This report was drawn up by the Board of Directors based on
work carried out by various departments within the Company,
notably the Corporate Secretary’s Department, and after
consulting with the Board Committees on the sections falling
within their remit.

3.1 MEMBERSHIP STRUCTURE OF THE COMPANY’S

ADMINISTRATIVE AND MANAGEMENT BODIES

3.1.1 MEMBERSHIP STRUCTURE OF THE BOARD OF DIRECTORS AND GENERAL PRINCIPLES

3.1.1.1 Membership structure of the Board of Directors

12 5
INDEPENDENT
1
DIRECTOR
45%
WOMEN
13
MEETINGS
MEMBERS DIRECTORS REPRESENTING BOARD MEMBERS
EMPLOYEES

At the date this report was drawn up, the Board of Directors had twelve members, including five independent directors and one
employee representative director. The proportion of women on the Board was 45%. The profiles of the Board’s members are set out in
Section 3.1.1.3 below.

(1) For the purposes of this document, the term “corporate officers” refers to the Company’s directors and officers.

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 CORPORATE GOVERNANCE
Membership structure of the Company’s administrative and management bodies 3
Map of Board expertise
12
Directors 3
Sector knowledge
7 SPECIALIST
COMMITTEES
Entrepeneurship
6
Executive management
10 Audit Nominations Compensation
3
Finance and M&A Committee Committee Committee
9
Marketing and digital
6 3 members 3 members 4 members
International experience 4 meetings 2 meetings 7 meetings
10 81% 100% 94%
Governance and experience in a listed company (other than iliad) attendance rate attendance rate attendance rate
6

3.1.1.2 Summary table of the members of the Board of Directors and its Committees

Date first Expiration Number

elected of current of years Audit Nominations Compensation
Age as a director term on the Board Committee Committee Committee

Executive directors
Xavier Niel
Chairman of the Board of Directors 2021
French nationality 52 Dec. 12, 2003 AGM 16
Maxime Lombardini
Vice-Chairman of the Board of Directors 2022
French nationality 54 May 29, 2007 AGM 13
Thomas Reynaud
Chief Executive Officer and a director 2020
French nationality 46 May 29, 2008 AGM 12
Antoine Levavasseur
Senior Vice-President and a director 2020
French nationality 42 May 27, 2005 AGM 15
Directors qualified as independent by the Board
Bertille Burel 2021
French nationality 50 May 17, 2017 AGM 3 ✓
Virginie Calmels 2021
French nationality 49 June 23, 2009 AGM 11 ✓ ✓
Marie-Christine Levet 2020
French nationality 53 May 29, 2008 AGM 12 Chair
Orla Noonan 2021
Irish nationality 50 June 23, 2009 AGM 11 ✓
Corinne Vigreux 2020
French nationality 55 May 19, 2016 AGM 4 Chair Chair
Non-independent directors
Pierre Pringuet 2021
French nationality 70 July 25, 2007 AGM 13 ✓ ✓
Cyril Poidatz 2020
French nationality 58 Dec. 12, 2003 AGM 16
Employee representative director
Ilan Dahan 2024
French nationality 39 Nov. 18, 2015 AGM 4 ✓
Number of meetings in 2019 13 4 2 7
Average attendance rate 93% 81% 100% 94%

Universal Registration Document 2019 - 57

 3 CORPORATE GOVERNANCE
Membership structure of the Company’s administrative and management bodies

3.1.1.3 Profiles of the Company’s directors

XAVIER NIEL
CHAIRMAN OF THE BOARD OF DIRECTORS
Xavier Niel is the Group’s co-founder and majority shareholder.
Xavier is a self-taught entrepreneur and has worked in the Internet and telecommunications industry since the late 1980s. In 1993 he
co-founded France’s first ISP, and in 1999 he created Free – France’s first free-access ISP.
He co-invented Triple Play and the concept of the box, launching the Freebox in 2002 – a unique, state-of-the-art, multiservices box combining
Broadband Internet with telephony and television.
Xavier has invested in telecom operators in a personal capacity in many countries outside France, including Switzerland, Ireland and Monaco.
In 2013, he co-founded “42”, a not-for-profit organization that delivers free coding training based on peer-to-peer learning. This training is
available in a large number of countries and the network of “42” schools currently trains over 5,000 students worldwide. In 2017, the “42”
school in Paris was voted the best coding school in the world.
Another of Xavier’s joint creations is Station F – the world’s largest start-up campus – which opened its doors in 2017 and hosts a thousand
start-ups in a former railway station in Paris occupying 34,000 sq.m.
Xavier is also a shareholder of the Le Monde newspaper and the Télérama, Courrier International and L’Obs magazines.

MAIN POSITIONS POSITIONS AND DIRECTORSHIPS

AND DIRECTORSHIPS HELD THAT HAVE EXPIRED IN THE PAST FIVE YEARS
Within the Group Within the group
French companies French companies
● Chairman of Freebox S.A.S. ● Senior Vice-President of iliad S.A.
● Vice-Chairman of the Board of Directors of iliad S.A.
Outside the Group
Outside the Group
French companies
● Legal Manager of Élysées Capital French companies
● Chairman of SE 51 S.A.S. ● Member of the Supervisory Board of Le Monde S.A.
● Chairman of 1 bis Place des Vosges S.A.S. ● Director of Ateme S.A.
● Member of the Supervisory Board of La Société Éditrice du Monde S.A. ● Chairman of NJJ Animation S.A.S.
● Member of the Supervisory Board of Le Nouvel Observateur du Monde S.A. ● Chairman of NJJ Project Four S.A.S.
● Member of the Supervisory Board of Mediawan S.A.* ● Chairman of SEHF S.A.S
● Chairman of Sons Holdco ● Legal Manager of OH4S SNC
● Chairman of Invest SB S.A.S. ● Legal Manager of 9 rue de Lagny S.A.R.L.
● Chairman of NJJ Holding S.A.S. ● Chairman of Golf du Lys Chantilly S.A.S.
● Chairman of NJJ Immobilier S.A.S. ● Chairman of the Supervisory Board of BlackPills S.A.S.
● Chairman of NJJ Strategy S.A.S. ● Chairman of NJJ Capital S.A.S.
● Chairman of NJJ Boru S.A.S. ● Chairman of NJJ Market S.A.S.
● Chairman of NJJ Telecom Europe S.A.S. ● Chairman of NJJ Capital Monaco Acquisition S.A.S.
● Chairman of Holdco S.A.S ● Chairman of NJJ Indian Ocean S.A.S.
● Chairman of La Compagnie des Immeubles Parisiens S.A.S ● Chairman of NJJ Invest Tel S.A.S
● Legal Manager of Paris Grenelle S.C.I ● Chairman of NJJ Media S.A.S.
● Director of Groupe Nice Matin S.A.S. ● Chairman of NJJ Suisse Acquisition S.A.S.
● Chairman of the Strategy Committee of HoldCo ● Chairman of NJJ Investco S.A.S.
● Chairman of NJJ North Atlantic S.A.S.
Foreign companies
● Chairman of NJJ Project Two S.A.S.
● Member of the Board of Salt Mobile S.A. (Switzerland) ● Chairman of NJJ Project Three S.A.S.
● Member of the Board of Monaco Telecom (Monaco) ● Chairman of NJJ Exclusive S.A.S.
● Member of the Board of Telecom Comores Holding (Mauritius) ● Chairman of NJJ Innovation S.A.S.
● Member of the Board of Eircom Holdings Ireland Limited (Ireland) ● Chairman of NJJ Presse S.A.S.
● Member of the Board of Maya Africa Holding/Tigo (Senegal) ● Chairman of NJJ Tara S.A.S.
● Member of the Board of KKR & Co. Inc (USA) ● Chairman of NJJ Galway S.A.S.
● Chairman of NJJ Télécom S.A.S.
● Chairman of NJJ Project Five S.A.S.
● Chairman of IT Solutions Factory S.A.S
● Chairman of Kima Ventures S.A.S.
● Chairman of Kima Ventures II S.A.S.
● Chairman of Station F S.A.S.
● Chairman of Square Vergennes S.A.S.
● Joint Legal Manager of Diderot S.A.S.
● Joint Legal Manager of Kléber Levallois S.N.C
Foreign companies
● Member of the Board of Salt Network S.A. (Switzerland)

*Listed company.

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 CORPORATE GOVERNANCE
Membership structure of the Company’s administrative and management bodies 3
MAXIME LOMBARDINI
VICE-CHAIRMAN OF THE BOARD OF DIRECTORS
Maxime Lombardini began his career in 1989 with the Bouygues group, where he held successive positions as General Secretary of TPS
(satellite television), Development Director of TF1 and Chief Executive Officer of TF1 Production. He then held the position of Chief Executive
Officer of the iliad Group from 2007 through 2018. On May 21, 2018, he was appointed as Chairman of iliad’s Board of Directors. Since
March 16, 2020 he has served as the Vice-Chairman of the Board of Directors, alongside Xavier Niel. Maxime is a graduate of Sciences Po Paris 3
and holds a postgraduate degree in business and tax law from the University of Paris II.

MAIN POSITIONS ● Director of TRM S.A.S.

AND DIRECTORSHIPS HELD ● Member of the Supervisory Board of NJJ Boru
● Senior Vice-President of Holdco II
Within the Group ● Member of the Strategy Committee of HoldCo
● Chairman of iliad 10
French companies
Foreign companies
● Chairman of F Distribution S.A.S.
● Chairman of Free S.A.S. ● Chairman of the Board of Directors of iliad Italia S.p.A. (Italy)
● Chairman of Free Fréquences S.A.S. ● Sole director of iliad Holding S.p.A. (Italy)
● Chairman of Free Infrastructure S.A.S. Outside the Group
● Chairman of Free Réseau S.A.S.
● Chairman of IFW S.A.S. Non-French companies
● Chairman of IH S.A.S. ● Director of Carraun Telecom Holdings Limited (Ireland)
● Chairman of Free Mobile S.A.S.
● Chairman of IRE S.A.S.
● Legal Manager of Immobilière iliad S.A.S. POSITIONS AND DIRECTORSHIPS
● Chairman of Online S.A.S. THAT HAVE EXPIRED IN THE PAST FIVE YEARS
● Chairman of Protelco S.A.S.
● Chairman of Online Immobilier S.A.S. Within the Group
● Chairman of Free R&D S.A.S. French companies
● Chairman of Solid-19 S.A.S.
● Chief Executive Officer of iliad S.A.
● Chairman of iliad 4 S.A.S.
● Chairman of the Board of Directors of iliad S.A.
● Chairman of Free Caraïbe S.A.S.
● Chairman of iliad 6 S.A.S.

THOMAS REYNAUD
CHIEF EXECUTIVE OFFICER AND A DIRECTOR*
Thomas Reynaud joined iliad in 2007, tasked with structuring the Group’s growth. He first served as Head of Business Development before
becoming Chief Financial Officer in 2008 and then a Senior Vice-President in 2010. He has been the Group’s Chief Executive Officer since
May 2018. Thomas began his career in New York in 1997. He then went on to become Managing Director in charge of the Telecoms, Media and
Technology sector at Société Générale, where he advised European companies on their business development, and notably iliad at the time
of its IPO. He is a graduate of HEC business school and New York University.

MAIN POSITIONS POSITIONS AND DIRECTORSHIPS

AND DIRECTORSHIPS HELD THAT HAVE EXPIRED IN THE PAST FIVE YEARS
Within the Group Within the Group
French companies French companies
● Senior Vice-President of Free Mobile S.A.S. ● Senior Vice-President of iliad
● Director of TRM S.A.S.
● Chief Executive Officer of Holdco II S.A.S.
● Member of the Strategy Committee of HoldCo S.A.S.
● Member of the Supervisory Board of iliad 78 S.A.S.
Foreign companies
● Director of iliad Italia S.p.A (Italy)
Outside the Group
French companies
● Member of the Board of Directors of the Mozaik Foundation
● Member of the Board of Directors of Tomato-n-co
● Member of the Supervisory Board of IFT S.A.S.
● Member of the Supervisory Board of On Tower France S.A.S.

* At its meeting on March 16, 2020, the Board of Directors decided that at the Annual General Meeting to be held in 2020 it will recommend
the re-election of Thomas Reynaud as a director for a four-year term.

Universal Registration Document 2019 - 59

 3 CORPORATE GOVERNANCE
Membership structure of the Company’s administrative and management bodies

ANTOINE LEVAVASSEUR
SENIOR VICE-PRESIDENT AND A DIRECTOR*
Antoine Levavasseur holds an engineering degree from the French engineering school EFREI. He joined iliad in 1999 as manager of Free’s
system platform and servers. He then developed the subscriber management information system and was in charge of running and upgrading
the email platforms, web servers and applications used by subscribers.

MAIN POSITIONS AND DIRECTORSHIPS HELD POSITIONS AND DIRECTORSHIPS

THAT HAVE EXPIRED IN THE PAST FIVE YEARS
Within the Group
N/A
French companies
● Senior Vice-President of Free Mobile S.A.S.
● Member of the Strategy Committee of HoldCo

* Antoine Levavasseur’s term of office is due to expire at the close of the Annual General Meeting to be held in 2020.

CYRIL POIDATZ
DIRECTOR*
Cyril Poidatz began his career as an auditor with Coopers & Lybrand and then worked for ten years at Cap Gemini. For several years he was
Finance Director at Cap Gemini Italia, where he led the restructuring of Cap Gemini’s Italian divisions. Cyril joined the iliad Group in 1998,
holding several management positions before serving as Corporate Secretary from 2018 to 2020.

MAIN POSITIONS AND DIRECTORSHIPS HELD ● Chairman of Free Mobile S.A.S.

● Chairman of Free Réseau S.A.S.
Within the Group ● Chairman of IFW S.A.S.
● Chairman of IH S.A.S.
French companies
● Chairman of Immobilière iliad S.A.S.
● Senior Vice-President of Free Mobile S.A.S. ● Chairman of IRE S.A.S.
● Chairman of the Board of Directors of TRM S.A.S. ● Chairman of Online S.A.S.
● Chairman of the Board of Directors of SEPIA S.A.S. ● Chairman of Protelco S.A.S.
● Member of the Strategy Committee of HoldCo ● Chairman of Online Immobilier S.A.S.
● Member of the Supervisory Board of iliad 78 ● Chairman of Free R&D S.A.S.
● Chairman of Free Carrier S.A.S.
POSITIONS AND DIRECTORSHIPS ● Chairman of iliad 4 S.A.S.
THAT HAVE EXPIRED IN THE PAST FIVE YEARS ● Chairman of Free Caraïbe S.A.S.
● Chairman of iliad 6 S.A.S.
Within the Group ● Chairman of iliad 7 S.A.S.

French companies
● Chairman of the Board of Directors of iliad S.A.
● Chairman of F Distribution S.A.S.
● Chairman of Free S.A.S.
● Chairman of Free Fréquences S.A.S.
● Chairman of Free Infrastructure S.A.S.

* At its meeting on March 16, 2020, the Board of Directors decided that at the Annual General Meeting to be held in 2020 it will recommend
the re-election of Cyril Poidatz as a director for a four-year term.

BERTILLE BUREL
INDEPENDENT DIRECTOR
Bertille Burel graduated from Sciences Po Paris in 1996, and in 1997 earned a postgraduate degree in international business studies from Paris
Dauphine University. She began her career in 1998 at WizArt Software (specialized in client/server applications), where she was responsible
for operations in the Benelux region and subsequently Japan and the United States. Then in 2000 she joined TPS (a French satellite television
company) as Head of Business Development. Subsequently, Bertille founded Wonderbox with her husband, James Blouzard, on their return
to France from a six-month round-the-world tour. Wonderbox has grown into France’s leading gift box company and now has operations
in 11 countries and employs over 500 people. It is still growing strongly, driven by its constant objective of being at the cutting edge of
innovation in the leisure industry.

MAIN POSITIONS AND DIRECTORSHIPS HELD POSITIONS AND DIRECTORSHIPS

THAT HAVE EXPIRED IN THE PAST FIVE YEARS
French companies
N/A
● Legal Manager of W Group
● Chief Executive Officer of Wonderbox S.A.S.
● Chair of Multipass S.A.S.
● Chief Executive Officer of Wonderbox NewCo 1
● Chief Executive Officer of Wonderbox NewCo 2
Foreign companies
● Branch Chief Executive Officer of Multipass Paris Zweigniederlassung Zurich
(Switzerland)
● Director of Wonderbox S.A. (Belgium)
● Director of Wonderbox Italia SRL (Italy)
● Director of Vivaboxes International S.A. (Belgium)
● Director of WBX Business Support Espana SL (Spain)

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Membership structure of the Company’s administrative and management bodies 3
VIRGINIE CALMELS
INDEPENDENT DIRECTOR
November 2019, Virginie Calmels has been Chair of the Strategy Committee of the OuiCare group, and Honorary Chair of the OuiCare
Foundation, which campaigns against violence against women and for gender equality. In parallel, she is developing an entrepreneurial
project for the training sector at CVEducation.
Since December 13, 2015, Virginie has been a regional councilor (Conseillère régionale) for the Nouvelle Aquitaine region. She also founded
the DroiteLib’ political movement and has served as its Chair since 2016.
She has been a director of iliad since June 2009, and a director of Assystem since March 2016.
Virginie began her career in 1993 with the audit firm Salustro Reydel. She then worked with the Canal+ group between 1998 and 2003,
3
holding the positions of Finance Director of NC Numericable, Finance Director of the Canal+ group’s international and development divisions
and subsequently Chief Financial Officer of Canal+ S.A. before being appointed as the Deputy Chief Executive Officer and then joint Chief
Operating Officer of the Canal+ television channel. She joined Endemol France in 2003 as CEO and was appointed Chairman and CEO in
October 2007. She then became CEO of Endemol Monde in May 2012 while remaining Chair of Endemol France before resigning from these
positions in mid-January 2013. From January 2013 through February 2017 she held the position of Chair of the Supervisory Boards of Euro
Disney and Euro Disney Associés S.C.A., of which she had been a member since March 2011. She was also a director of Technicolor from
May 2014 through July 2016 and then a non-voting member of Technicolor’s Board until May 2017. In March 2014, she was elected Deputy
Mayor of Bordeaux in charge of Economy, Employment and Sustainable Growth, working alongside Alain Juppé (Mayor), Vice-President of
Bordeaux Métropole and President of town planning agency EPA Bordeaux Euratlantique. She resigned from these positions five years later,
in February 2019, to return to the private sector.
Virginie is a graduate of Toulouse École Supérieure de Commerce (ESC) and of INSEAD, holds a postgraduate degree in accounting and
finance (DESCF), and is a certified accountant. She is a member of the “Le Siècle” think-tank and has been awarded the title of Knight of the
French National Order of Merit.

MAIN POSITIONS ● Chair of Endemol France

AND DIRECTORSHIPS HELD ● Chair of Endemol Fiction
● Chair of Mark Burnett Productions France
French companies ● Chair of NAO
● Chair of DV Prod
● Chair of SHOWer Company S.A.S.
● Chair of Endemol Jeux
● Director of Assystem S.A
● Chair of Tête de Prod
● Chair of the Strategy Committee of the OuiCare group
● Chair of Orevi
● Regional councilor for the Aquitaine Limousin Poitou-Charentes region
● Vice-President of Spect (the French Union of producers and creators of
television programs)
POSITIONS AND DIRECTORSHIPS ● Member of the Executive Committee of Formidooble
● Member of the Supervisory Board of Nijenhuis & de Levita Holding B.V.
THAT HAVE EXPIRED IN THE PAST FIVE YEARS
● Vice-President of the CEPS research center
● Director of Technicolor S.A.
French companies
● Chair of the Board of Directors of SAEML Régaz
● Director of MEDEF Paris ● Director of SAEML SBEPE
● Chair of the Supervisory Boards of Euro Disney S.C.A. and Euro Disney ● Director of Bordeaux Mérignac airport
Associés S.C.A. ● Director of BGI Bordeaux Gironde Investissement
● Non-voting member of the Board of Directors of Technicolor S.A. ● Director of Aerospace Valley
● CEO of Endemol Monde ● Director of Bordeaux Aéroparc SPL
● Director of Endemol Holding B.V. ● Deputy Mayor of Bordeaux
● Director of Endemol Denmark A/S ● Vice-President of Bordeaux Metropole
● Director of Endemol Italia S.p.A. ● President of Établissement Public d’Aménagement Bordeaux Euratlantique
● Director of Endemol Espana S.L.
● Substitute member of the Board of Directors of Endemol Finland OY
● Chair and director of Endemol Nordic AB
● Chair and director of Endemol Norway AS
● Chair and director of Endemol Sweden AB

MARIE-CHRISTINE LEVET
INDEPENDENT DIRECTOR
Marie-Christine Levet is one of France’s Internet pioneers. In 1997 she founded Lycos France and then in 2001 took on the role of Chair
of Club-Internet following its acquisition by Deutsche Telekom. She significantly built up Club-Internet’s broadband content and services
offerings, before selling it to Neuf Telecom in 2007. Between 2008 and 2010, she managed the hi-tech information group, Tests, and the
Internet business of the NextRadioTV group. In 2010, she moved into private equity, becoming Associate Director of Jaïna Capital, a leading
investment fund specialized in seed funding for entrepreneurs. In 2017, she founded Educapital, Europe’s first private equity firm dedicated to
the education and innovative training sectors. Marie-Christine holds a degree from HEC business school and an MBA from INSEAD.

MAIN POSITIONS AND DIRECTORSHIPS HELD POSITIONS AND DIRECTORSHIPS THAT HAVE EXPIRED IN THE
PAST FIVE YEARS
French companies
● Associate director of Educapital French companies
● Director of Econocom ● Associate director of LER
● Director of Maisons du Monde ● Associate director of Jaïna Capital S.A.S.U.
● Director of AFP ● Director of BPI Financement (Banque Publique d’Investissement)
● Director of SoLocal ● Director of Hi-Pay
● Director of Fonds Google pour l’Innovation Numérique dans la Presse (FINP)
● Director of Mercialys S.A.

* Marie-Christine Levet’s term of office is due to expire at the close of the Annual General Meeting to be held in 2020.

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Membership structure of the Company’s administrative and management bodies

ORLA NOONAN
INDEPENDENT DIRECTOR
Orla Noonan joined Group AB in 1996 and was appointed as Chief Executive Officer in 2014. In 2017, following Mediawan’s acquisition of
Groupe AB, she became a member of Mediawan’s Strategy Committee, and then an independent director of Schibsted. She also became an
independent director of SMCP (Sandro Maje Claudie Pierlot). In September 2018, Orla stepped down as Groupe AB’s Chief Executive Officer
and was named Chair of the Board of Directors of Adevinta, a leading digital marketplace group. In 2019 she became a member of AFP’s
Board of Directors. Orla is a graduate of HEC business school in Paris (France) and Trinity College in Dublin (Ireland).

MAIN POSITIONS AND DIRECTORSHIPS HELD POSITIONS AND DIRECTORSHIPS THAT HAVE EXPIRED IN THE
PAST FIVE YEARS
French companies
● Independent director of SMCP French companies
● Director of AFP ● Chief Executive Officer and a director of Groupe AB S.A.S.
● Chair of Knightly Investments S.A.S. ● Chair of TEAM Co.
Foreign companies Foreign companies
● Chair of Adevinta, Norway ● Independent director of Schibsted, Norway
● Director of RTL 9 S.A. Luxembourg
● Director of AB Entertainment S.A. Luxembourg

PIERRE PRINGUET
DIRECTOR
After graduating from École Polytechnique and École des Mines, Pierre Pringuet served as advisor to the minister Michel Rocard before
joining Pernod Ricard as Business Development Director in 1987. In 1997, he was appointed Chairman and Chief Executive Officer of Pernod
Ricard Europe and then in 2000 joined Patrick Ricard at the Group’s holding company as Co-Chief Executive Officer. In 2006 he was
appointed as the group’s sole Chief Operating Officer. Following the retirement of Patrick Ricard, Pierre became Chief Executive Officer of
Pernod Ricard in 2008 and was subsequently appointed Vice-Chairman of the Board of Directors in 2012. Having reached the age limit set
in Pernod Ricard’s bylaws, Pierre stood down as Chief Executive Officer in 2015 and as Vice-Chairman of the Board of Directors in 2020.
Between 1990 and 2015, he also held the position of Chairman of the Sully Committee, and was named Chairman of the French association
of private sector companies (Association Française des Entreprises Privées - AFEP) in 2012 and Chairman of the Scotch Whisky Association
(SWA) in 2014. Since 2019 he has also been a director of La Française des Jeux.

MAIN POSITIONS AND DIRECTORSHIPS HELD POSITIONS AND DIRECTORSHIPS THAT HAVE EXPIRED IN THE
PAST FIVE YEARS
French companies
● Director of Cap Gemini S.A.* French companies
● Vice-Chairman of the Supervisory Board of Vallourec S.A.* ● Chief Executive Officer of Pernod Ricard S.A.*
● Director of Avril Gestion ● Director of Pernod Ricard S.A.*
● Director of La Française des Jeux* ● Chairman of the Association Française des Entreprises Privées (AFEP)

* Listed company.

CORINNE VIGREUX
INDEPENDENT DIRECTOR
Corinne Vigreux is the co-founder of TomTom. Regularly voted one of the top fifty most inspirational women in European tech, she actively
defends women’s rights in the workplace and is an ardent advocate for improving social mobility through education. She sits on the
Supervisory Boards of Takeaway.com and the Dutch National Opera & Ballet and is a member of the Amsterdam Economic Board. In 2012,
she was named a Knight of the Legion of Honor by the French State and in 2016 King Willem-Alexander of the Netherlands appointed her an
Officer of the Orange-Nassau order.

MAIN POSITIONS AND DIRECTORSHIPS HELD POSITIONS AND DIRECTORSHIPS THAT HAVE EXPIRED IN THE
PAST FIVE YEARS
Foreign companies
● Managing Director of TomTom Software Ltd (United Kingdom) Foreign companies
● Managing Director of TomTom Inc. (United States) ● Managing Director of TomTom Sales BV (Netherlands)
● Chair of the Sofronie Foundation
● Chair of the Codam Foundation
● Chair of the Supervisory Board of the DutchStartHub Foundation
● Vice-Chair of the Supervisory Board of Takeaway.com N.V
● Member of the Supervisory Board of the Dutch National Opera & Ballet
(Amsterdam, Netherlands)
● Member of the Dutch division of the National Committee of French Foreign
Trade Advisers (CNCCEF)
● Director of the Netherlands Chamber of Commerce and Industry

* Corinne Vigreux’s term of office is due to expire at the close of the Annual General Meeting to be held in 2020.

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ILAN DAHAN (1)
EMPLOYEE REPRESENTATIVE DIRECTOR
Ilan has been an employee-representative director since November 2015. He joined iliad in 2003 as a call center operator and subsequently
developed his career within the Group, successively serving as a technician, a network operations supervisor and then Deployment Project
Manager and Engineering Project Manager in the Group’s FTTH rollout team. He headed up the Group’s FTTH design office from 2012 through
September 2017, and since then has been Head of Production Methods for the overall FTTH project, responsible for liaising between the
Group’s various entities in order to optimize FTTH connection processes.

(1) Has not been a member of the administrative, management or supervisory bodies of any French or non-French company outside the
3
Group during the past five years.

3.1.2 GOVERNANCE STRUCTURE 3.1.3 EXECUTIVE MANAGEMENT

As required by law, the Company’s executive management At its meeting on May  14, 2018, the Board of Directors named
function is either carried out by the Chairman of the Board Thomas  Reynaud as its Chief Executive Officer. Thomas
of Directors, who then has the title of Chairman and Chief Reynaud’s profile is set out in Section 3.1.1.3 above.
Executive Officer, or by another person appointed by the
At this same meeting, acting on the recommendation of the
Board of Directors with the title of Chief Executive Officer. On
Chief Executive Officer, the Board renewed the terms of office
December 12, 2003, the Board of Directors decided to separate
of the Senior Vice-Presidents for the same duration as the Chief
the roles of Chairman of the Board and Chief Executive Officer
Executive Officer’s term.
with a view to ensuring transparency of corporate governance
within the Company. This separation of roles was confirmed The Company’s Senior Vice-Presidents are:
on May  21, 2018 when Thomas Reynaud was appointed Chief
Executive Officer.
Rani Assaf (1)
By separating out the roles of the Chairman and the Chief
Executive Officer, the Board is able to operate more effectively, Aged 45, French nationality
as it means that its Chairman is exclusively devoted to that Rani Assaf is in charge of all of the Group’s fixed and mobile
position and it gives the Board greater supervisory authority networks in France and Italy.
over executive management functions.
Since joining the Group in 1999, he has been involved in
Having a two-tier governance structure also ensures a clear setting up the Group’s IP network infrastructure, as well as its
distinction between strategic, decision-making and control interconnection with the incumbent operator on a Cisco SS7
duties (which fall within the remit of the Board of Directors) and platform. He is also one of the founders of the Freebox project.
operational and executive duties (which fall within the remit of Rani Assaf is also a member of HoldCo’s Strategy Committee.
the Chief Executive Officer).
As at the date of this Universal Registration Document, the Alexis Bidinot
Board of Directors is chaired by Xavier Niel, the iliad Group’s
founder and major shareholder, and Thomas Reynaud is the Aged 32, French nationality
Chief Executive Officer. Before joining the iliad Group, Alexis Bidinot co-founded the
As Chairman of the Board of Directors, Xavier Niel organizes start-up Actradis.fr, a leading player in inter-business file sharing.
and oversees the Board’s work and reports on that work to In the last six years, he has worked for Atos Worldline then Atos
the Annual General Meeting. He ensures that the Company’s as market director and director of Atos Switzerland’s Sports &
administrative and management bodies operate effectively and Major Events division to oversee the digital transformation of
that the directors are able to fulfil their duties. the Olympic Committee in Lausanne. He left Atos in 2017 to join
the iliad Group. Alexis is a graduate of ESCE business school.
As Chief Executive Officer, Thomas Reynaud has the broadest
powers to act on behalf of the Company in all circumstances, Alexis Bidinot resigned from his position as a Senior Vice-President
within the scope of the corporate purpose, and except for those on December 9, 2019.
matters which by law may only be dealt with in Shareholders’
Meetings or by the Board of Directors.
Antoine Levavasseur
See section 3.1.1.3 above.

(1) Has not been a member of the administrative, management or supervisory bodies of any French or non-French company outside the
Group during the past five years.

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Organization and operating procedures of the Board of Directors

3.2 ORGANIZATION AND OPERATING PROCEDURES

OF THE BOARD OF DIRECTORS

3.2.1 GENERAL RULES AND PRINCIPLES 3.2.1.2 Changes in the membership structure

RELATING TO THE MEMBERSHIP of the Board of Directors
STRUCTURE OF THE BOARD In 2019
OF DIRECTORS Ilan Dahan’s term of office as employee representative director
was renewed by way of a decision taken by the iliad UES’s Social
and Economic Committee on November 30, 2019.
3.2.1.1 General rules relating to the membership
structure of the Board of Directors and In 2020
the appointment and election of directors Xavier Niel – the iliad Group’s founder and major shareholder
The names of the current members of iliad’s Board of Directors – was appointed Chairman of the Board of Directors on
are provided above. March 16,  2020. Maxime Lombardini now holds the position of
Vice-Chairman of the Board.
The rules for appointing and electing directors and removing
them from office – which are described below – are set down by Cyril Poidatz’s term of office is due to expire at the close of the
law and in Articles 13 et seq. of the Company’s bylaws. Subject Annual General Meeting to be held in 2020. Consequently, in the
to the exceptions provided for pursuant to the applicable seventh resolution of that Meeting, based on the recommendation
laws, the Board of Directors comprises a minimum of three of the Nominations Committee, the shareholders will be asked
and a maximum of eighteen members, who are elected for to re-elect Mr. Poidatz as a director, for a four-year term expiring
four-year terms by shareholders in a General Meeting, based on at the close of the Annual General Meeting to be held in 2024 to
recommendations put forward by the Nominations Committee. approve the 2023 financial statements.
Each director must own at least 100 iliad shares (1). Thomas Reynaud’s term of office is due to expire at the close of the
Directors may be removed from office at any time by way of a Annual General Meeting to be held in 2020. Consequently, in the
decision by the shareholders in a General Meeting. eighth resolution of that Meeting, based on the recommendation
of the Nominations Committee, the shareholders will be asked to
If one or more seats on the Board of Directors fall(s) vacant due re-elect Mr. Reynaud as a director, for a four-year term expiring
to the death or resignation of one or more directors, the Board of at the close of the Annual General Meeting to be held in 2024 to
Directors may, between two General Meetings of shareholders, approve the 2023 financial statements.
replace the director(s) concerned. However, if the number
of directors in office falls below the legal requirement, the Corinne Vigreux and Antoine Levavasseur have decided not
Board of Directors or, failing that, the Statutory Auditors, must to stand for re-election so will step down from iliad’s Board of
immediately call an Ordinary General Meeting of shareholders Directors at the close of the 2020 Annual General Meeting. In
in order to restore the number of directors to the required legal addition, as (i) Pierre Pringuet has decided to step down from
minimum. If the Board temporarily appoints a director, such the Board, and (ii) Marie-Christine Levet has decided not to stand
appointment must be submitted for ratification at the next for re-election at the 2020 Annual General Meeting due to the
Annual General Meeting. fact that she will no longer qualify as an independent director
from that date, the Board has decided to put forward Céline
The Board of Directors also includes one or two employee Lazorthes and Jacques Veyrat for election as new directors of
representative directors, appointed by the iliad UES Social the Company (in the ninth and tenth resolutions respectively).
and Economic Committee. Directors representing employees These new directors would be elected for a four-year term
have the same duties and responsibilities as the other Board expiring at the close of the Annual General Meeting to be called
members. They are appointed for a four-year term and do not in 2024 to approve the 2023 financial statements.
receive any remuneration in their capacity as a director. If the
seat of an employee representative director falls vacant for Furthermore, a second employee representative director will
any reason, said seat will be filled by the appointment of a new need to be appointed by the iliad UES’s Social and Economic
employee representative director at the first ordinary Social and Committee and take up office within six months of the Annual
Economic Committee meeting following the date on which the General Meeting to be held in 2020.
Board places on record that the seat is vacant. Consequently, if the above resolutions are adopted by the
Ilan Dahan has been the employee representative director on shareholders, at the close of the 2020 Annual General Meeting,
iliad’s Board since November 2015, having been re-appointed in the Board of Directors will comprise 10 members, including five
November  2019. At the Annual General Meeting to be held in independent directors (56%). Four of the Board’s members
2020, the shareholders will be invited to approve amendments to will be women, representing 44%, which complies with the
the Company’s bylaws concerning the appointment of a second recommendations in the AFEP-MEDEF Corporate Governance
employee representative director, pursuant to Article L. 225-27-1 Code and the French law concerning gender parity on corporate
of the French Commercial Code, as amended by the French Act Boards (2).
dated May 22, 2019 on business growth and transformation (the
“Pacte Act”).
A representative from the Company’s Social and Economic
Committee attends Board of Directors meetings in an advisory
voting capacity.

(1) This obligation does not apply to employee representative directors.

(2) Employee representative directors are not taken into account for the purpose of calculating the proportion of (i) men and women
directors or (ii) independent directors.

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The profiles of Céline Lazorthes and Jacques Veyrat are In 1998, he founded LDCom, renamed Neuf Telecom in 2004 and
presented below: subsequently Neuf Cegetel in 2005. He served as Chairman and
CEO of Neuf Cegetel until April 2008, when a takeover bid for
Céline Lazorthes the Company was launched on the Paris stock exchange.
A charismatic and highly innovative entrepreneur, Céline Lazorthes Jacques was then the Chairman and Chief Executive Officer of
is one of the figureheads of FrenchTech. the Louis Dreyfus group from 2008 through 2011.
At just 37 years old, she has already been through all the stages Since July 2011, he has been Chairman of Impala S.A.S., a holding
in the life of a start-up, as she created Leetchi.com in 2009, and company that controls some fifteen companies. Impala is the
MangoPay in 2013, and headed up the Leetchi Group until its
sale to Crédit Mutuel Arkéa in 2015.
principal shareholder of Neoen, which invests around €1 billion a
year in renewable energy start-up projects.
3
Appointed as Chair of the Supervisory Board of the Leetchi Jacques is a graduate of École Polytechnique and a member
Group in June 2019, Céline now devotes most of her time to the of the Corps des Ponts et Chaussées (a prestigious French
more-than 30 companies she backs as a business angel, and to civil service corps for engineering graduates of the École
her support of female entrepreneurship. Polytechnique).
In 2019, Céline co-founded the Sista collective, a group of
business women that campaigns for more equal access to 3.2.1.3 Balanced, diverse Board membership
funding for tech companies. She is also a director of the SNCF
and the Génération Libre think-tank. The Board of Directors regularly assesses whether its
membership structure, and that of the Board Committees, has
Jacques Veyrat the right balance in terms of diversity. The table below shows
how the Group’s diversity policy is applied within the Board,
Jacques Veyrat worked in the Treasury Department at the
indicating the criteria used, the objectives set, how the policy is
French Ministry of Finance from 1989 through 1993, and then
implemented, and the results obtained.
in the cabinet team of the Ministry of Equipment between 1993
and 1995. The diversity of the Board’s members and their complementary
profiles are a strong asset for the quality of the Board’s
From 1995 he held various management posts in the companies
discussions and the decisions it has to make.
of the Louis Dreyfus group, notably Chief Executive Officer of
Louis-Dreyfus Armateurs SNC.

Criteria Policy and objectives Implementation and results obtained

Gender parity To have gender parity on the Board of If the shareholders approve the related resolutions, at
Directors and the Board Committees. the close of the 2020 Annual General Meeting, the Board
will include four women (i.e., 44% of its members).
Two out of the three Board Committees are chaired
by women (the Audit Committee and the Nominations
Committee).
Qualifications and To achieve the best possible balance by The members of the Board of Directors have a range
experience seeking members with complementary of diverse and complementary skills and qualifications.
profiles in terms of experience, expertise and They all have a highly-developed sense of ethics,
qualifications. commitment, innovation and strategy and have built up
in-depth expertise in their business areas. In addition,
they have specific skills related to operations and sectors
that are key to the Group’s business and strategy:
• industry-sector knowledge;
• expertise in administering or managing large
companies;
• governance expertise;
• expertise in digital and new technologies;
• international management experience.
Independence For independent directors to represent at least If the shareholders approve the related resolutions, at
one third of the Board’s members. the close of the 2020 Annual General Meeting, 56%
of the Board’s members will qualify as independent
directors.
All three Board Committees are chaired by independent
directors (the Audit Committee, the Nominations
Committee and the Compensation Committee).
Employee representation Appointment of one or two employee The Board currently has one employee representative
representative directors. director, who is also a member of the Compensation
Committee.

3.2.1.4 Director independence

For the purpose of assessing the independence of its members, the Board of Directors applies all of the independence criteria provided
for in the AFEP-MEDEF Code, which are also set out in the Board’s Internal Rules. In accordance with these criteria, a director is deemed
to be independent when he or she has no relationship of any kind with the Company, the Group or Executive Management that could
affect his or her freedom of judgment.

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Consequently, in order to be considered independent, a director must comply with the following criteria:

Criterion 1 Positions and offices held in the past five years

An independent director must not be, or have been at any time in the last five years: (i) an employee or
executive officer of the Company, (ii) an employee, executive officer or director of an entity consolidated
by the Company, or (iii) an employee, executive officer or director of the Company’s parent or an entity
consolidated by the Company’s parent.

Criterion 2 Cross directorships and other offices

An independent director must not be an executive officer of an entity in which the Company directly or
indirectly holds a directorship, or in which an employee or an executive officer of the Company (currently
in office or having held such office in the past five years) is a director.
Criterion 3 Significant business relations
An independent director must not be, or have any direct or indirect ties with, a customer, supplier,
investment banker or commercial banker that is significant for the Company or the Group or for which
the Company or Group represents a significant portion of its business.
Criterion 4 Family ties
An independent director must not have any close family ties with a corporate officer of the Company or
the Group, or with a shareholder owning over 10% of the Company’s capital.
Criterion 5 Statutory Auditors
An independent director must not have been a Statutory Auditor of the Company at any time in the past
five years.
Criterion 6 Directorship of more than 12 years
An independent director must not have been a director of the Company for more than 12 years.
Criterion 7 Receiving remuneration linked to the performance of the Company or the Group
An independent director must not receive any variable compensation (settled either in cash or shares) or
any other form of compensation linked to the performance of the Company or the Group.
Criterion 8 Significant shareholding
An independent director must not hold a significant percentage (over 10%) of the Company’s capital or
voting rights.

In accordance with the recommendations of the AFEP-MEDEF with the Company or Group) and (ii)  quantitative criteria
Code, each time a Board member’s term of office is renewed (the proportion of iliad’s total consolidated revenues that the
or a new Board member is elected, and in all circumstances at revenue generated from the business relationship represents).
least once a year, the Board assesses the independence of each Consequently, the Board’s independence assessment must take
of its members, based on the criteria described above and the into account any business relationships that may exist between
recommendations of the Nominations Committee. iliad Group companies and the companies in which certain
directors hold an executive position or a directorship or similar
Concerning Criterion 3, in view of the recommendations in
office.
the AFEP-MEDEF Code, the Board of Directors’ Internal Rules
provide for a multi-criteria approach to be used when assessing At its meeting on March  16, 2020, the Board examined the
whether or not the business relationship between a director and situation of each of its members by reference to the above
the Company or Group is significant. The analysis is based on independence criteria. Based on this analysis, and on the fact
(i) qualitative criteria (the significance of the business relationship that they do not have any business relationships with the
for each of the parties concerned, any financial dependency, the Company or the Group, the Board considers that the following
organization of the business relationship and, particularly, the directors fulfil the independence criteria:
position of the director concerned in the entity doing business

Criterion 1 Criterion 2 Criterion 3 Criterion 4 Criterion 5 Criterion 6 Criterion 7 Criterion 8 Status

Bertille Burel x x x x x x x x Independent

Virginie Calmels x x x x x x x x Independent
Marie-Christine Levet x x x x x x x x Independent
Orla Noonan x x x x x x x x Independent
Pierre Pringuet x x x x x o x x Not independent*
Corinne Vigreux x x x x x x x x Independent

x means that the director meets the independence criterion concerned.

* Since July 25, 2019 – the date on which Pierre Pringuet’s total time as an iliad director exceeded twelve years.

Independent directors represented 45% of the Board’s members in 2019 (excluding the employee representative director who, in
accordance with the AFEP-MEDEF Code, was not included for the purposes of the calculation). This proportion is in excess of the
one-third threshold recommended in the AFEP-MEDEF Code for controlled companies. Consequently, the Board can carry out its
duties with the required level of independence and objectivity and can ensure that its discussions are of the highest quality and take
into account the interests of all of the Company’s shareholders.

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Organization and operating procedures of the Board of Directors 3
3.2.1.5 Responsible directors As directors have regular access to inside information, until such
time as the information falls into the public domain, they must
The Board’s Internal Rules include an appendix containing a refrain from trading in the Company’s securities, communicating
Code of Conduct that all directors are required to respect. This the information to any person outside the normal scope of their
Code sets out the rights and duties of directors as well as the duties, and recommending to any person, or inciting any person
rules governing the exercise of their duties, which include the on the basis of the inside information, to trade in the Company’s
following: securities.

Attendance and diligence In addition to directors, any person with managerial

responsibilities and any person who has either regular or
By taking on their directorship, directors undertake to devote
the required time and attention to their duties. In particular,
occasional access to inside information is prohibited from
carrying out any trades in the Company’s financial instruments
3
they must attend all meetings of the Board of Directors and during the following periods: (i) the 30 calendar days before the
of any Board Committees of which they are a member. They date on which the annual and half-yearly results are released
must also familiarize themselves with the businesses and and (ii)  the 15 calendar days before the release of quarterly
specific characteristics of the Company as well as its strategic financial information.
objectives and corporate values, and must upskill as necessary
for exercising their duties. As required under the applicable legislation, iliad’s directors and
persons closely associated with them are required to disclose to
Directors must ensure that they keep the number of directorships the AMF and the Company any transactions that they carry out
they hold within the limits prescribed by law and best governance in iliad shares or in any derivatives or other financial instruments
practices. If a director wishes to take on an additional position related to iliad shares. A summary of the transactions in iliad’s
as a member of an administrative, management or supervisory securities carried out by the corporate officers during 2019
body (or of the committees of any such body) of a French or is provided in Chapter  8, section  8.2.4.2 of this Universal
non-French listed company outside the Group, he or she must Registration Document.
first inform the Chairman of iliad’s Board of Directors and the
Chairman of the Nominations Committee. For the Company’s
executive officers, the Board’s prior approval is required before 3.2.1.6 Statements made by the Company in
they may take up any such additional position. relation to directors
Loyalty and preventing conflicts of interest No family ties
Each director is bound by a duty of loyalty towards the Company There are no family ties between any members of the Board of
and must not take any course of action that could adversely Directors and the Company’s Executive Management.
affect the interests of the Company or any of the entities making
up the iliad Group.
No convictions for fraud, involvement in bankruptcy,
The directors must strive to avoid all situations of conflicts of or any official public incrimination and/or sanctions by
interest and must inform the Board of Directors of any situation statutory or regulatory authorities
that gives rise to any actual or potential conflicts of interest of
To the best of the Company’s knowledge, as at the date of
which they are aware. In the event of any actual or potential
this Universal Registration Document, in the past five years,
conflict of interest, the director concerned may not take part in
none of the members of the Board of Directors or Executive
any related work, discussions or votes carried out by the Board
Management team have been:
or the Board Committees.
 convicted of fraud;
Duty of confidentiality  been involved with a company that has been declared bankrupt
Each director is bound by a duty of confidentiality regarding the or gone into receivership, liquidation or administration;
information to which they have access in the performance of
 been subject to any official public incrimination and/or
their duties, both with respect to third parties and persons who
sanctions by any statutory or regulatory authorities (1);
are not required to be aware of the information on account of
their position within the Company.  disqualified by a court from acting as a member of the
administrative, management or supervisory bodies of an
Rules concerning inside information and the issuer or from acting in the management or conduct of the
affairs of any issuer.
prevention of insider trading
In their capacity as “permanent insiders”, the Company’s
No conflicts of interest
directors have been informed of the regulations currently in force
concerning the possession of inside information, trading bans, To the best of the Company’s knowledge, as at the date of this
and the sanctions applicable in the event of insider trading. For Universal Registration Document, there are:
this purpose they have been given a Trading Code of Conduct,  no potential conflicts of interest between (i) the duties of the
which was updated on January  30, 2017 to take into account members of the Company’s Board of Directors and Executive
the latest regulatory changes resulting from EU Regulation Management team with respect to the issuer and (ii)  their
no. 596/2014 dated April 16, 2014 on market abuse (the “MAR”). private interests and/or other duties;
This Trading Code of Conduct sets out the directors’ obligations
as provided for in the MAR relating to the prevention of market  no arrangements or understandings with major shareholders
abuse and the criminal or administrative sanctions that could be or with customers, suppliers or other parties, pursuant to
imposed if the applicable regulations are breached. which a member of the Company’s Board of Directors or
Executive Management team has been selected as a member
of the Board of Directors or Executive Management team.

(1) On April 29, 2019, the Sanctions Commission of the Autorité des Marchés Financiers (the French securities regulator) sanctioned
Maxime Lombardini for insider trading. This decision has been appealed.

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Organization and operating procedures of the Board of Directors

In accordance with best corporate governance practices, the The Board discusses and addresses all matters that fall within its
Board of Directors has set up a procedure aimed at avoiding legal and regulatory remit. In particular, it examines and approves
any conflicts of interest between the issuer and the private all decisions regarding the Company’s business, economic,
interests of Xavier Niel, the Company’s majority shareholder. A financial and HR strategies and oversees their implementation
disclosure procedure has been put in place for the investment by Executive Management.
projects of NJJ Holding, Xavier Niel’s personal holding
It is regularly informed of – and may at any time request
company (whose corporate purpose is to acquire interests in
information on – the Company’s operations and results as well
different types of companies and assets, notably in the media
as its liquidity position, so that it can take any decisions required
and telecommunications sectors). This procedure is intended
in relation to its debt and financing.
to avoid any conflicts of interest between iliad and NJJ and
to clarify the positioning of NJJ and the Company when NJJ
is considering an investment opportunity in a fixed and/or Role and responsibilities of the Chairman of the Board
mobile telecommunications operator. Consequently, if NJJ of Directors
were to consider acquiring a stake in a fixed and/or mobile The Chairman of the Board of Directors represents the Board.
telecommunications operator in France or abroad, it would be He organizes and oversees the Board’s work and reports on
required to inform iliad’s Board of Directors about the potential that work to the Annual General Meeting. He ensures that the
investment project in a timely fashion. The Board would then Company’s administrative and management bodies operate
examine the project to see whether it was of interest to the effectively and that the directors are able to properly perform
Company and would inform NJJ of its decision. If iliad decided their duties. He is entitled to request any and all documents or
to pursue the project, NJJ would then withdraw from it (unless information that may help the Board with preparing its meetings.
it reached a joint-investment agreement with iliad). However,
NJJ would be free to go ahead with the project again if iliad Work conducted by the Board of Directors in 2019
subsequently decided not to pursue it.
The Board of Directors met thirteen times in 2019, with five
special meetings. The meetings lasted two hours on average and
No service contracts the average attendance rate was 93%.
None of the members of iliad’s Board of Directors or Executive
Management have entered into a service contract with iliad or At each meeting the directors discussed the Company’s business
any of its subsidiaries that provides for the granting of benefits. performance. During 2019, the Board notably:
 made decisions regarding the business, economic and
Agreements with a controlled company financial strategies of the Company and the Group as well as
their implementation;
No agreement has been entered into, either directly or indirectly,
between (i)  any of the Company’s corporate officers or any  approved the annual and interim financial statements and
shareholder owning more than 10% of the Company’s voting prepared and called the Annual General Meeting;
rights and (ii) a Group subsidiary.
 examined the budget;
 assessed the independence of the Company’s directors;
 assessed the Board’s operating procedures;
3.2.2 OPERATING PROCEDURES OF THE  allocated the directors’ remuneration;
BOARD OF DIRECTORS  launched an employee share ownership program in France
and Italy and set up a free share plan for employees and
The Board of Directors’ operating procedures are set in
corporate officers of the Company and the Group;
accordance with the applicable laws and regulations as well
as with the Company’s bylaws and the Board of Directors’  authorized financing arrangements;
Internal Rules originally adopted in 2003 and last amended on
 launched a share buyback offer for iliad shares, financed by
January 30, 2017. In addition to specifying the Board’s operating
a capital increase carried out via a share issue on the open
procedures, the Internal Rules (i) include an appendix containing
market, guaranteed by Holdco II – a company controlled by
a Code of Conduct which sets out the rights and duties of
Xavier Niel;
directors in compliance with the principles of the AFEP-MEDEF
Code, and (ii)  reiterates the conduct expected of the Board’s  arranged strategic partnerships;
members. The Internal Rules are regularly amended by the  authorized the signature of related-party agreements;
Board to reflect changes in the applicable laws and regulations
and revisions to the AFEP-MEDEF Code.  adopted a procedure for identifying and verifying regulated
and unregulated related-party agreements;

3.2.2.1 Work of the Board of Directors  split the Nominations and Compensation Committee into two
separate committees.
Roles and responsibilities of the Board
The Board of Directors is responsible for defining the overall 3.2.2.2 Organization of the work of the Board of
strategy for the Company’s operations and ensuring that it is Directors
implemented. It also deals with all matters related to the efficient
running of the Company and makes all related decisions. The Information provided to directors
Board of Directors is, and must remain, a collegiate body that
collectively represents all of the Company’s shareholders and Prior to every meeting, Board members receive a pack containing
whose duties must be exercised in the Company’s best interests. information about items on the agenda, in order to help them
prepare for the meeting and make fully informed decisions.

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Organization and operating procedures of the Board of Directors 3
At the meetings held concerning the preparation of the If the notice of meeting so states, Board meetings may take
annual and interim parent company and consolidated financial place by conference call, videoconference or any other means
statements, the directors are informed of the Company’s financial of telecommunications technology, provided the system used is
and cash positions and its off-balance sheet commitments. technically capable of enabling the directors to effectively take
part in the meeting and of broadcasting the meeting’s business
The Chairman also regularly provides the Board’s members with
on a continuous basis. Directors who participate in Board
any significant information concerning the Company, and each
meetings by these means are considered as being physically
director may request from the Chairman any information that
present for the calculation of the quorum and voting majority.
they consider would be useful for performing their role. Any
such requests must be made within a reasonable timeframe. The Board of Directors draws up a schedule for future Board
Directors may also request any explanations from the Chairman
that they deem useful for fulfilling their duties.
meetings which is approved by the directors. Additional and/or
special meetings are called if there are any issues that need to
3
be specifically or urgently addressed.
Board meetings
The Board of Directors meets as often as is required in the Directors’ attendance at Board and Committee
Company’s interests, on notice from the Chairman, and at least meetings in 2019
four times a year. If the Board has not met for over two months, In 2019, the Board of Directors met 13  times, with five special
directors representing at least one-third of the Board’s members meetings. The average attendance rate at these meetings was
may call a meeting, specifying the agenda. 93%.
Notice of meeting may be given by any written means (including
by letter, fax or e-mail) or verbally. The meeting must be called
at least two days prior to it being held, except if matters need
to be urgently addressed, in which case it must be called no
later than the day preceding the meeting, by any method. In all
circumstances, a meeting may be called verbally without notice
if all the Board members so agree.

Board Compensation Nominations

of Directors Committee Committee Audit Committee

Number of meetings in 2019 13 7 2 4

Directors’ attendance
Xavier Niel 12/13
Cyril Poidatz 13/13
Maxime Lombardini 13/13
Antoine Levavasseur 13/13
Pierre Pringuet 13/13 7/7 2/2
Thomas Reynaud 13/13
Marie-Christine Levet 12/13 2/2 4/4
Virginie Calmels 12/13 6/7
Corinne Vigreux 13/13 7/7 2/2
Bertille Burel 05/13 1/4
Orla Noonan 13/13 4/4
Ilan Dahan 13/13 5/5*
* Mr. Ilan Dahan has attended all meetings of the Compensation Committee since his appointment on March 18, 2019.

Each director’s attendance rate is calculated based on the total number of Board meetings held during the year, including the five
Board meetings that had to be scheduled at extremely short notice.

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Organization and operating procedures of the Board of Directors

3.2.2.3 Assessment of the Board of Directors’ In accordance with this procedure, the Group’s Corporate
Secretary must be informed prior to any transaction that could
work and operating procedures
constitute a regulated related-party agreement. The Corporate
In accordance with the recommendations of the AFEP-MEDEF Secretary examines the agreement concerned and after
Code and the Board’s Internal Rules, the Board discusses its consulting with the Chief Financial Officer, decides whether it
operating procedures on an annual basis. In addition, it regularly constitutes a regulated related-party agreement or if it meets
(and at least once every three years) carries out a formal the criteria to be classified as unregulated. If the agreement
assessment of its work and operating procedures. is classified as a regulated related-party agreement within the
The objectives of this assessment are to: meaning of Article  L.  225-38 of the French Commercial Code,
the related legal procedure will then be applied.
 review the operating procedures of the Board and its
Committees;
 verify that important issues are properly prepared and
discussed; 3.2.3 ORGANIZATION AND OPERATING
 assess each director’s actual contribution to the Board’s PROCEDURES OF THE BOARD
work.
COMMITTEES
The last three-year assessment, performed in 2018, was carried
out under the supervision of the Chairman of the Board, with the The Board of Directors may be assisted in its duties by one or
help of the Board Secretary who organized the process based more specialist committees. When such a committee is created,
on a questionnaire approved by the Board. the Board of Directors sets its organizational and operating
During the annual discussions of its operating procedures in procedures and draws up its internal rules.
2019, the Board members put forward constructive suggestions, The Board currently has three committees: the Audit Committee,
notably concerning the deployment of a secure IT tool the Nominations Committee, and the Compensation Committee.
enabling them to have permanent access to the information
These committees actively prepare the Board’s work, put
communicated during Board meetings and the presentations
forward proposals to the Board, and report to the Board on their
given to the Board Committees. The directors also stated that
work after each meeting.
they would like to have more meetings with the chief operating
officers of the Group’s various subsidiaries. Additionally, in the interests of good corporate governance
practice, the Board of Directors may also set up other
committees to put forward recommendations about specific
3.2.2.4 Procedures for identifying and verifying topics. For example, when the Company decided to launch
related-party agreements its share buyback offer in 2019, an independent appraiser was
appointed in accordance with the applicable regulations, as
In 2019 the Board of Directors set up a procedure for identifying
the Company’s major shareholder did not tender any shares to
and verifying regulated and unregulated related-party
the offer. This appraiser was tasked with giving an opinion on
agreements, as defined in the French Commercial Code. This
the financial terms and conditions of the share buyback offer.
procedure – which was adopted at the March  16, 2020 Board
The firm selected as the appraiser was appointed based on the
meeting – complies with the applicable regulations concerning
recommendation of a special-purpose committee set up by the
regulated related-party agreements, as set out in the French
Board, which mainly comprised independent directors. The firm’s
Commercial Code and AMF recommendation 2012-05 dated
work was monitored by the Board, through this special-purpose
July 2, 2012.
committee, which prepared the wording of the reasoned opinion
It is intended to (i)  define the methods used by the Company issued by the Board.
to identify and classify regulated related-party agreements to
which it is a party, and (ii)  provide a framework for regularly
assessing unregulated related-party agreements, i.e.,
agreements concerning routine operations entered into on arm’s
length terms.

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Organization and operating procedures of the Board of Directors 3
THE AUDIT COMMITTEE

Membership Chair: Marie-Christine Levet

in 2019 Members:
• Bertille Burel (independent director);
• Marie-Christine Levet (independent director);
• Orla Noonan (independent director).
3
The main roles and responsibilities of the Audit Committee are as follows:
Roles and Integrity of the financial statements
responsibilities • Examining iliad’s scope of consolidation and analyzing the draft financial statements of the Company and the
Group – as well as the related reports – prior to submission to the Board for approval.
• Analyzing and ensuring the relevance of the accounting principles, methods and rules used to prepare the financial
statements and the various accounting treatments applied, as well as any changes thereto.
• Examining and monitoring the procedures applied to produce and process the accounting and financial
information used to prepare the financial statements in order to verify that these procedures ensure the quality of
the information provided.
Effectiveness of internal control and risk management procedures
• Examining and assessing the effectiveness of internal control and risk management procedures, and, where
applicable, the internal audit of the procedures relating to the preparation and processing of accounting and
financial information (without jeopardizing the independence of the internal audit function).
• Obtaining a full understanding of how the Company identifies, assesses and manages its main financial, operating
and compliance risks, and reviewing the Annual Report of the Group’s main disputes and litigation.
• Reviewing and issuing an opinion on the draft report of the Chairman of the Board of Directors on the Company’s
internal control and risk management procedures.
Independence and appointment of Statutory Auditors
• Approving the provision of the services referred to in Article L. 822-11-2 I of the French Commercial Code.
• Issuing a formal recommendation to the Board of Directors – drawn up in accordance with Article  16 of EU
Regulation no. 537/2014 – about the choice of Statutory Auditors put forward for appointment or re-appointment.
• Reviewing the rotation rules applicable to the audit engagement partner and assessing rotation requirements
between the Company’s two Statutory Auditors.
• Keeping informed of the amount of fees paid to the Statutory Auditors’ network firms by iliad and companies
controlled by iliad, particularly for services other than statutory audit work.
• Ensuring that the Statutory Auditors are independent, and notably verifying that they comply with the conditions
set out in Article 6 of EU Regulation no. 537/2014.
• Reporting on the findings of the statutory audit work as well as on how this work contributed to the integrity of the
Company’s financial information and the role it played in the overall financial reporting process.
Reporting to the Board of Directors on the Audit Committee’s work
• Promptly informing the Board of Directors of any difficulties the Committee may encounter.
• Systematically reporting to the Board of Directors on the work that the Committee carries out and on its
recommendations, opinions and observations.
• Submitting for the Board’s approval, a report on the Committee’s work carried out during the year, to be included
in the Company’s Annual Financial Report filed with the Autorité des Marchés Financiers (AMF).
• Reviewing, at the Board’s request, the Committee’s own operating procedures and effectiveness and implementing
any requisite changes after approval by the Board.
Main work The Audit Committee met four times in 2019 with an average attendance rate of 81%.
conducted The meetings were mainly devoted to reviewing the following:
in 2019 • the interim and annual financial statements;
• the Group’s financial and cash management policy;
• the relevance of the Group’s accounting policies in view of the applicable financial reporting standards;
• the Group’s provisioning and risk management strategy;
• the process for approving services provided by the Statutory Auditors other than statutory audit work;
• analyzing the results of the statutory audit and the accounting options selected (for which the Committee did not
consider it useful to use the services of an external specialist).
The Committee meetings dedicated to examining the financial statements were held close to the dates on which they
were reviewed by the Board of Directors.
During the year, the Audit Committee heard presentations given by the Chief Financial Officer, the Chief Financial
Controller and the Chief Accounting Officer.
The Committee’s members considered that the Statutory Auditors’ answers to their questions raised in the meetings
held during the year were satisfactory.
Planned work In 2020 the Audit Committee will continue to carry out the duties assigned to it. Its work will notably concern the
for 2020 preparation of the Group’s financial information and a review of its provisioning and risk management strategy and
internal control procedures.

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Organization and operating procedures of the Board of Directors

THE NOMINATIONS COMMITTEE

Membership Chair: Corinne Vigreux

in 2019 Members:
• Virginie Calmels (independent director);
• Corinne Vigreux (independent director);
• Pierre Pringuet (director).

Roles and The main roles and responsibilities of the Nominations Committee are as follows:
responsibilities • submitting proposals to the Board on the choice of directors and the members of the Board’s Committees, as well
as the Chairs of the Committees, in accordance with the principles set out in the AFEP-MEDEF Code;
• making proposals to the Board, with the objective of achieving a balanced Board membership structure in terms
of gender equality and in terms of the skills, expertise and nationality of each director;
• setting up a selection procedure for future independent directors;
• performing yearly individual assessments of each director to verify whether he or she qualifies as an independent
director, in accordance with the principles set out in the AFEP-MEDEF Code;
• submitting proposals to the Board for the appointment of the Company’s executive officers and, where appropriate,
for the appointment of the Company’s main senior executives;
• issuing opinions on renewing the terms of office of directors and executive officers;
• examining requests by executive officers concerning the acceptance of new directorships or other positions
outside the Company;
• submitting proposals for the creation of committees and defining their roles and responsibilities;
• ensuring the long-term continuity of the Company’s management bodies by establishing a succession plan for its
executive officers, directors and, where appropriate, senior executives in order to propose succession solutions to
the Board, particularly in the event of unforeseen vacancies;
• making recommendations on the Board’s self-assessment procedure, its organization and practices (which also
implies a review of its Committees), in accordance with the recommendations set out in the AFEP-MEDEF Code;
• submitting proposals to improve the Board’s operating procedures;
• issuing recommendations on best governance practices.
Main work The Nominations Committee met twice in 2019, with a 100% attendance rate.
conducted The meetings were mainly devoted to:
in 2019 • examining changes in the Board of Directors’ membership structure;
• reviewing the independence status of the Company’s directors qualified as independent;
• nominating new directors and reviewing the membership structure of the Board of Directors.
Planned work In 2020 the Nominations Committee will continue to carry out the duties assigned to it. Its work will notably entail
for 2020 reviewing the membership structure of the Board of Directors, particularly in terms of diversity and gender balance.

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Organization and operating procedures of the Board of Directors 3
THE COMPENSATION COMMITTEE

Membership Chair: Corinne Vigreux

Members:
• Virginie Calmels (independent director);
• Corinne Vigreux (independent director);
• Pierre Pringuet (director);
• Ilan Dahan (employee representative director).
3
Roles and The main roles and responsibilities of the Compensation Committee are as follows:
responsibilities • submitting proposals to the Board on the compensation policy and the compensation packages of the Company’s
executive officers and, where appropriate, other key executives of the Group, particularly their fixed and variable
compensation, but also their pension benefits, personal protection insurance, termination benefits, benefits in kind
and any other form of compensation paid by the Company or other Group entities;
• making proposals on the general policy and conditions of stock options and/or performance shares (free shares),
the grant thereof and the set-up of employee share plans and any other collective plan for the employees of the
Company or the Group;
• submitting proposals on grants of stock options and/or performance shares (free shares) to executive officers and,
where appropriate, other key executives of the Group, and on the number of shares issued following the exercise
of stock options or the grant of performance shares that they are required to hold until the end of their terms of
office;
• reviewing the terms that may apply in the event of the termination of the duties of the Company’s executive
officers’ and the financial terms and conditions applicable on their departure;
• putting forward recommendations to the Board concerning the aggregate amount of directors’ remuneration
to be submitted for approval at the Annual General Meeting, as well as recommending to the Board how this
remuneration should be allocated among the individual directors, taking into account their actual attendance at
meetings and their degree of involvement in the work of the Board and their membership of any of the Board’s
Committees;
• submitting a draft report each year to the Board on the compensation policy and on compensation received, and
issuing opinions on the related draft resolutions to be submitted for shareholder approval at the Annual General
Meeting, pursuant to the applicable legislation;
• obtaining information on the compensation policy of the Group’s executives who are not officers of the Group;
• drawing up, at the request of the Board, any other recommendations concerning compensation.
Main work The Compensation Committee met seven times in 2019, with a 94% attendance rate.
conducted The meetings were mainly devoted to:
in 2019 • preparing the Annual General Meeting (the ex-ante and ex-post say on pay votes);
• implementing the liquidity procedure for the Free Mobile shares held by the Company’s employees and executive
officers, and overseeing the work of the appointed independent valuers;
• setting up an employee share ownership plan in France and Italy;
• setting up a free share grant plan for employees and corporate officers of the Company and the Group.
Planned work In 2020 the Compensation Committee will continue to carry out the duties assigned to it. Its work will notably entail
for 2020 adapting the compensation policy for the corporate officers in line with the new requirements of the government order
transposing into French law European Directive no. 2017/828 dated May 17, 2017 related to executive compensation.

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Organization and operating procedures of executive management and management bodies

3.3 ORGANIZATION AND OPERATING

PROCEDURES OF EXECUTIVE MANAGEMENT
AND MANAGEMENT BODIES

3.3.1 SEPARATION OF THE ROLES Powers

OF CHAIRMAN AND CHIEF The Chief Executive Officer has the broadest powers to act on
behalf of the Company in all circumstances, within the scope
EXECUTIVE OFFICER of the corporate purpose and subject to the restrictions set by
the Board of Directors in its Internal Rules, and except for those
As required by law, the Company is managed either by the
matters which by law may only be dealt with in Shareholders’
Chairman of the Board of Directors, who then has the title of
Meetings or by the Board of Directors.
Chairman and Chief Executive Officer, or by another person
appointed by the Board of Directors with the title of Chief The Chief Executive Officer represents the Company in its
Executive Officer. On December 12, 2003, the Board of Directors dealings with third parties. Actions taken by the Chief Executive
decided to separate the roles of Chairman of the Board and Officer are binding on the Company with respect to third
Chief Executive Officer with a view to ensuring transparency of parties, even when they fall outside the scope of the corporate
corporate governance within the Company. This separation of purpose, unless the Company can prove that the third party was
roles was confirmed on May 21, 2018 when Thomas Reynaud was aware that such an action exceeded said scope or, in view of the
appointed Chief Executive Officer. circumstances, could not have been unaware thereof. Publication
of the bylaws does not, in itself, constitute such proof.
By separating out the roles of the Chairman and the Chief
Executive Officer, the Board is able to operate more effectively, In accordance with Article 19 of the Company’s bylaws, acting on
as it means that its Chairman is exclusively devoted to that the recommendation of the Chief Executive Officer, the Board of
position and it gives the Board greater supervisory authority Directors may appoint one or more Senior Vice-Presidents to
over executive management functions. assist the Chief Executive Officer. The maximum number of Senior
Vice-Presidents is five. The Board of Directors, in agreement
Having a two-tier governance structure also ensures a clear
with the Chief Executive Officer, determines the scope and
distinction between strategic, decision-making and control
duration of the powers granted to Senior Vice-Presidents. Senior
duties (which fall within the remit of the Board of Directors) and
Vice-Presidents have the same powers as the Chief Executive
operational and executive duties (which fall within the remit of
Officer vis-à-vis third parties.
the Chief Executive Officer).

Restrictions on the Chief Executive Officer’s

powers
3.3.2 EXECUTIVE MANAGEMENT In accordance with the Board’s Internal Rules, the Chief
Executive Officer requires the Board’s prior approval for the
following projects or transactions:
Appointments
 any acquisition or investment project representing over
The Company’s executive management is carried out under the €100  million per transaction, as well as any substantial
responsibility of an individual appointed by the Board who holds amendments to the terms and conditions of such a project;
the title of Chief Executive Officer.
 any project to sell an equity interest representing over
Since May 21, 2018, the Company’s executive management has €100 million per transaction;
been placed under the responsibility of the Chief Executive
Officer, Thomas Reynaud.  any transaction or commitment representing a unit amount
of over €200  million, even when such transactions or
On the recommendation of the Chief Executive Officer, the commitments form part of iliad’s normal course of business.
Board of Directors may appoint one or more individuals holding
the title of Senior Vice-President to assist the Chief Executive At its March  16, 2020 meeting, the Board of Directors gave
Officer. The maximum number of Senior Vice-Presidents is five. the Chief Executive Officer a one-year authorization to issue
guarantees, deposits and endorsements in the Company’s
name for (i)  an aggregate amount of up to €150  million for
commitments given to third parties other than controlled
companies, and (ii) an unlimited amount for commitments given
to controlled companies and to the tax or customs authorities.

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Organization and operating procedures of executive management and management bodies 3
3.3.3 COMMITTEES REPORTING  the Ethics Committee

TO EXECUTIVE MANAGEMENT The Ethics Committee holds both regular and special
meetings. At its regular meetings, it defines the main lines
Several Specialist Committees reporting to Group Executive of the Group’s ethics policy and reviews the compliance
Management have been set up to apply – or verify the programs set up within the Group, notably in connection
application of – internal guidelines that are reviewed by the with the French “Sapin  II” Act dated December  9, 2016 on
Audit Committee. The main Committees – which are made up transparency, anti-corruption measures and modernization
of operations staff as well as members of the corporate support of business practices. It also ensures that the compliance
measures deployed within the Group are appropriate in
units – are as follows:
 the Executive Committee
view of the level of identified risks, and decides on any
improvements that need to be made to the compliance
3
The role of the Executive Committee is to manage the programs. At its special meetings, the Ethics Committee deals
Group’s business activities and ensure that its main strategies with any sensitive issues that may arise when implementing
and policies are being implemented; the Group’s compliance programs, particularly in relation to
whistle-blower and stakeholder control procedures;
 the Operators Committee
 the Human Resources Committee
The Operators Committee examines purchases from
operators in order to assess whether proper internal controls This committee is responsible for (i) ensuring HR practices are
are in place in terms of approvals and accounting treatment. consistent across the Group, (ii)  overseeing the application
It also examines the Group’s main claims, litigation and of new laws and regulations, (iii)  setting the framework
commitments in this area, to ensure that there are adequate for and tracking the achievement of objectives related to
provisions to cover the related risks. recruitment, onboarding, training, employee-related data,
HR systems, and the scheduling and content of collective
 the Audiovisual Committee bargaining negotiations;
This committee analyzes the performance of the Group’s  the Personal Data Protection Committee
audiovisual operations and related marketing campaigns. It
verifies that audiovisual operations are effectively monitored The aim of this committee is to review the compliance
and that the terms and conditions of contracts entered into program set up within the Group for the purpose of
with content providers, service suppliers and subscribers are complying with EU Regulation no.  2016/679 issued by the
respected; European Parliament and the Council on April  27, 2016 on
the protection of individuals with regard to the processing
 the Fiber Committee of personal data.
The Fiber Committee is tasked with ensuring the effective
application of the Group’s strategy for acquiring premises to
house optical nodes (ONs), for the “horizontal” and “vertical”
rollouts of the FTTH network, and for connecting subscribers 3.3.4 GENDER EQUALITY
to the network;
IN THE WORKPLACE
 the Mobile Committee
The main role of the Mobile Committee is to monitor The Group has a gender equality policy in place that applies
the progress of the rollout of the Group’s network, as at all aspects of employees’ careers, particularly recruitment,
well as negotiations with suppliers and levels of financial access to training, compensation and promotion. See Chapter 4,
commitments; section  4.1.6.1.4 of this Universal Registration Document for
further details.
 the Manufacturing/Freebox Committee
The measures undertaken in order to constantly increase the
This committee verifies that production cycles are effectively proportion of women in the workforce yielded the following
managed and that all necessary measures are taken to meet results at December 31, 2019:
the Group’s targets;
 Board of Directors: 45%;
 the Subscriber Relations Committee
 top management posts: 35%;
Comprising the heads of the call centers and managers from
the Subscriber Relations Department, this committee meets  managerial posts: 47%;
monthly in order to coordinate the work of the call centers  total workforce of the Company: 58%;
and anticipate future needs. It also ensures that all the
requisite resources have been allocated to the call centers  total workforce of the Group: 26%.
in order to meet the requirements of subscribers and foster Increasing the number of women in top management positions
their loyalty; is a priority for the Group. Since 2018, three women have been
 the Environment and Sustainable Development Committee appointed to the Executive Management team, representing
75% of the team’s new members.
This committee puts forward proposals aimed at defining and
putting in place the Group’s corporate social responsibility The Group intends to continue in this direction, in order to
(CSR) policy and commitments. It is responsible for achieve a better gender balance across the workforce, at all
overseeing the operational aspects of the CSR policy and its levels of responsibility, in accordance with market standards.
rollout across the Group;

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Compensation of the Group’s corporate officers

3.4 COMPENSATION OF THE GROUP’S CORPORATE

OFFICERS (1)

3.4.1 2019 COMPENSATION The total amount of compensation paid during, or allocated
for, 2019 to all of the corporate officers complies with the
FOR CORPORATE OFFICERS principles and criteria for determining, allocating and awarding
the fixed, variable and exceptional components making up
the total compensation and benefits of the Chairman of the
General principles
Board of Directors, the Chief Executive Officer and the Senior
The compensation packages of the Company’s executive officers Vice-Presidents as approved by the shareholders at the
comprise (i) a fixed component, which is reviewed at relatively May 21, 2019 Annual General Meeting (15th to 17th resolutions). No
long intervals, and (ii) a share-based component aimed at giving changes to, or exemptions from, the 2019 compensation policy
the executive officers a stake in the capital of the Company in were applied during the year.
order to align their interests with those of the shareholders.
The overall objective of the compensation policy is to regularly
Compensation components disclosed in accordance
reward executive officers’ loyalty on a mid- to long-term basis.
The Company’s non-executive directors are allocated individual
with Article L. 225-37-3-I of the French Commercial
remuneration out of an aggregate amount authorized by the Code relating to executive officers
shareholders at the Annual General Meeting. The rules for The compensation paid during, or allocated for, 2019 to the
allocating this remuneration are set by the Board of Directors executive officers for their duties in that capacity corresponded
based on recommendations put forward by the Compensation to (i)  fixed compensation and (ii)  long-term share-based
Committee. In the fifth resolution of the May  21, 2019 Annual compensation.
General Meeting, the shareholders set the aggregate amount of
No executive officer received, or was allocated, any form of
non-executive directors’ remuneration at €230,000.
variable compensation (annual or multi-annual) or exceptional
compensation, or any other benefits (i.e., commitments
Compensation paid during, or allocated for, 2019 to corresponding to compensation, signing bonuses, termination
corporate officers benefits or benefits for a change in duties (paid either during
The components of the compensation paid during, or allocated or after the term of office concerned), or benefits-in-kind). No
for, 2019 to iliad’s corporate officers were set by the Board of compensation was paid or allocated to any executive officer by
Directors, based on the recommendation of the Compensation a company included in the Group’s scope of consolidation within
Committee. For the executive officers, the amounts were set in the meaning of Article L. 233-16 of the French Commercial Code.
line with the compensation policy approved by the Company’s The structure of the executive officers’ compensation packages
shareholders at the May 21, 2019 Annual General Meeting (15th to – which combines a fixed component with a long-term
17th resolutions). share-based component – is aimed at aligning the executive
Pursuant to Article L. 225-100 of the French Commercial Code, officers’ interests with those of the shareholders, and therefore
as amended by French Government Order no.  2019-1234 of contributing to the Company’s sustainability.
November  27, 2019 on the compensation of corporate officers Fixed compensation represents on average between 15% and
of listed companies, the Company is required to submit the 30% of the total compensation of each executive officer.
following for approval at the Annual General Meeting:
Amount of fixed compensation paid during 2019 to each
 a draft resolution relating to the total compensation and executive officer
benefits paid during, or allocated for, 2019 to all of the
corporate officers (12th resolution); and  Maxime Lombardini: €384,000.

 a draft resolution on the total compensation and benefits  Thomas Reynaud: €384,000.
paid during, or allocated for, 2019 to each of the executive  Rani Assaf: €189,000.
officers (13th to 18th resolutions).
 Alexis Bidinot: €189,075.
 Antoine Levavasseur: €189,000.
3.4.1.1 2019 compensation for all corporate
officers (12th resolution)  Xavier Niel: €189,000.

In accordance with Article  L.  225-100-II of the French

Commercial Code, the tables below provide summarized
information on the compensation paid during, or allocated for,
2019 to all of the Company’s corporate officers for their duties
during that year, as well as all the information required pursuant
to Article L. 225-37-3-I of said Code.

(1) For the purposes of this document, the term “corporate officers” refers to the Company’s directors and officers.

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Stock options, performance shares and any other long-term compensation allocated during 2019 to the executive officers
Using the authorization given in the 22nd resolution of the May 16, 2018 Annual General Meeting, and acting on the recommendation of
the Compensation Committee, on November 22, 2019, the Board of Directors authorized a share grant plan that included 46,000 shares
granted free of consideration to executive officers (Thomas Reynaud, Rani Assaf, Antoine Levavasseur and Maxime Lombardini).
The vesting of all of the shares granted to executive officers under the plan is subject to (i) performance conditions and (ii) a continuing
presence condition (i.e., that the beneficiaries are still with the Group) which applies at each vesting date, except in certain specific
cases provided for in the plan rules (notably death or disability).

Percentage of the
3
Valuation of shares based Company’s capital
on the method used for represented by each
Number of shares granted the consolidated financial executive officer’s share
during the year statements (in €) grant

Maxime Lombardini 9,000 926,100 0.02%

Thomas Reynaud 19,000 1,955,100 0.03%
Rani Assaf 9,000 926,100 0.02%
Alexis Bidinot 0 N/A 0
Antoine Levavasseur 9,000 926,100 0.02%
Xavier Niel 0 N/A 0

The conditions to which free shares granted to executive to or higher than the Group’s EBITDAaL margin for the year
officers are subject (other than the performance conditions) – ended December 31, 2019;
and notably the vesting periods and any lock-up periods – are
 for the tranche vesting on November  30, 2023: the total
described in section 3.4.2 below, “Compensation policy” and in
number of fiber subscribers must be equal to or higher than
the AMF tables 6 and 7 set out in section 3.4.3.
3,700,000 at June 30, 2023.
The performance conditions for the two applicable vesting
For each performance condition, the achievement rates will be
dates are as follows:
assessed at the end of the years during which the performance
 for the tranche vesting on November  30, 2021: the has to be achieved, and the percentage of the shares that vest
difference between the Group’s EBITDAaL and Capex will be calculated based on those achievement rates.
(excluding payments for frequencies) for the year ended
December 31,  2020 must be at least equal to the difference Compensation components disclosed in accordance
between EBITDAaL and Capex (excluding payments for with Article L. 225-37-3-I of the French Commercial
frequencies) for the year ended December 31, 2019;
Code relating to non-executive directors
 for the tranche vesting on November  30, 2022: (i)  for 50% The rules for allocating remuneration paid to the non-executive
of the shares: the total number of fiber subscribers must be directors for their directorships are set out in section  3.4.2.1
equal to or higher than 3,000,000 at June  30, 2022; and below.
(ii)  for the other 50% of the shares: the Group’s EBITDAaL
margin for the year ended December 31, 2021 must be equal The provisions of the second paragraph of Article L. 225-45 of
the French Commercial Code were not applicable in 2019.

Amount of remuneration paid during, or allocated (1) for, 2019 to the non-executive directors

In € Fixed portion Variable portion

Virginie Calmels 21,000 15,000

Marie-Christine Levet 21,000 15,000
Orla Noonan 21,000 15,000
Pierre Pringuet 21,000 15,000
Olivier Rosenfeld (2) 0 0
Corinne Vigreux 21,000 15,000
Bertille Burel 9,000 3,750
Cyril Poidatz (3) N/A N/A
Ilan Dahan (4) N/A N/A
(1) Remuneration allocated to the non-executive directors is paid in the same year.
(2) Olivier Rosenfeld stepped down as a director on January 28, 2019.
(3) Cyril Poidatz also receives compensation under his employment contract, which amounted to €180,000 for 2019.
(4) Ilan Dahan also receives compensation under his employment contract.

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Compensation of the Group’s corporate officers

Other information provided in accordance with Article L. 225-37-3-I 6° and 7° of the French Commercial Code relating
to executive officers
The following table shows the ratios between the compensation of the Chairman of the Board of Directors, the Chief Executive Officer
and the Senior Vice-Presidents and the average and median compensation of iliad S.A.’s employees (on a full-time equivalent basis),
as well as the year-on-year change in the executive officers’ compensation, the Company’s performance, the average compensation
of Company employees and the ratios over the past five years. In compliance with paragraph 6 of Article L. 225-37-3 I of the French
Commercial Code, the scope used covers iliad S.A.
This information is presented in accordance with the guidelines published by the AFEP (French employers’ federation). Compensation
figures were calculated based on all compensation paid during, or allocated for, the year in question. Compensation ratios were
calculated on the following basis:
 for executive officers, compensation corresponds to the fixed compensation (executive officers do not receive any variable or
multi-year compensation) paid during the year and, from 2017 onward, long-term compensation in the form of performance shares;
 for employees, compensation corresponds to compensation paid during the year. This comprises a fixed component (on a full-time
equivalent basis), a variable component, any bonuses, incentives and profit-sharing paid during the year in respect of the prior year,
and performance shares granted during the year.

2019 2018 2017 2016 2015

Average employee compensation at iliad S.A. 85,057 81,752 72,351 40,432 38,800

Chairman of the Board of Directors (Maxime Lombardini)*

Chairman’s compensation (in €) 1,310,100 2,188,752 3,642,168 384,000 384,000
Ratio vs. average employee compensation 15.4 25.8 44.9 4.5 4.6
Ratio vs. median employee compensation 39.9 69.8 111.5 6.2 6.4
Chief Executive Officer (Thomas Reynaud)**
Chief Executive Officer’s compensation (in €) 2,339,100 2,188,752 3,642,168 384,000 384,000
Ratio vs. average employee compensation 27.5 26.8 50.3 9.5 9.9
Ratio vs. median employee compensation 71.2 72.4 124.9 13.2 13.7
Senior Vice-President (Xavier Niel)
Senior Vice-President’s compensation (in €) 189,000 189,000 189,000 189,000 189,000
Ratio vs. average employee compensation 2.2 2.3 2.6 4.7 4.9
Ratio vs. median employee compensation 5.8 6.3 6.5 6.5 6.7
Senior Vice-President (Rani Assaf)
Senior Vice-President’s compensation (in €) 1,115,100 1,993,752 3,258,400 189,000 189,000
Ratio vs. average employee compensation 13.1 24.4 45.0 4.7 4.9
Ratio vs. median employee compensation 34.0 66.0 111.8 6.5 6.7
Senior Vice-President (Antoine Levavasseur)
Senior Vice-President’s compensation (in €) 1,115,100 1,993,752 3,258,400 189,000 189,000
Ratio vs. average employee compensation 13.1 24.4 45.0 4.7 4.9
Ratio vs. median employee compensation 34.0 66.0 111.8 6.5 6.7
Senior Vice-President (Alexis Bidinot)
Senior Vice-President’s compensation (in €) 189,075 2,005,152 200,400 N/A N/A
Ratio vs. average employee compensation 2.4 24.5 2.8 N/A N/A
Ratio vs. median employee compensation 6.1 66.4 6.9 N/A N/A
Year-on-year increase in the Company’s performance
• Total number of the Group’s subscribers 10.3% 12.3% 5.9% 7.1%
• Number of FTTH subscribers 79% 76.8% 79.4% 55%

* Maxime Lombardini was Chairman of the Board of Directors as from May 21, 2018. Prior to that date, the office was held by Cyril Poidatz.
** Thomas Reynaud has been Chief Executive Officer since May 21, 2018. Prior to that date, the office was held by Maxime Lombardini.

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Compensation of the Group’s corporate officers 3
3.4.1.2 Individual compensation paid during, or allocated for, 2019 to each of the corporate officers

Executive officers

COMPONENTS OF COMPENSATION AND BENEFITS PAID DURING, OR ALLOCATED FOR, 2019 TO MAXIME
LOMBARDINI, CHAIRMAN OF THE BOARD OF DIRECTORS, SUBMITTED FOR SHAREHOLDER APPROVAL
(13TH RESOLUTION)

3
Components of
compensation and benefits
submitted for shareholder Amount (or accounting value)
approval allocated for 2019 Presentation

Fixed compensation €384,000 Fixed compensation set by the Board of Directors on

May 14, 2018 based on the recommendation of the
Compensation Committee. Amount unchanged since 2009.
Annual variable N/A Maxime Lombardini does not receive any annual variable
compensation for 2018 compensation.
paid in 2019
Multi-year variable N/A Maxime Lombardini does not receive any multi-year variable
compensation compensation.
Exceptional compensation N/A Maxime Lombardini does not receive any exceptional
compensation.
Stock options, Performance shares = €926,100 Decision taken by the Board of Directors on November 22, 2019
performance shares and (accounting value of the instruments using the authorization given at the May  16, 2018 Annual
any other long-term granted for 2019) General Meeting (22nd resolution).
compensation
9,000 shares
Applicable performance conditions:
• for the tranche vesting on November  30, 2021: the
difference between the Group’s EBITDAaL and Capex
(excluding payments for frequencies) for the year ended
December 31,  2020 must be at least equal to the difference
between EBITDAaL and Capex (excluding payments for
frequencies) for the year ended December 31, 2019;
• for the tranche vesting on November 30, 2022: (i) for 50%
of the shares: the total number of fiber subscribers must be
equal to or higher than 3,000,000 at June  30, 2022; and
(ii) for the other 50% of the shares: the Group’s EBITDAaL
margin for the year ended 31 December 2021 must be equal
to or higher than the Group’s EBITDAaL margin for the year
ended December 31, 2019;
• for the tranche vesting on November  30, 2023: the total
number of fiber subscribers must be equal to or higher than
3,700,000 at June 30, 2023.
Percentage of the Company’s capital represented by the share
grant: 0.02%
Further details on these share grants are provided in section
3.4.3.
Directors’ remuneration N/A As is the case for all executive officers, Maxime Lombardini
does not receive any directors’ remuneration.
Benefits-in-kind N/A Maxime Lombardini does not receive any benefits-in-kind.
Termination benefit N/A Maxime Lombardini is not eligible for a termination benefit.
Non-compete indemnity N/A Maxime Lombardini is not eligible for a non-compete
indemnity.
Supplementary pension Maxime Lombardini is not a member of an iliad
benefits N/A supplementary pension plan.

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Compensation of the Group’s corporate officers

COMPONENTS OF COMPENSATION AND BENEFITS PAID DURING, OR ALLOCATED FOR, 2019 TO THOMAS
REYNAUD, CHIEF EXECUTIVE OFFICER, SUBMITTED FOR SHAREHOLDER APPROVAL (14TH RESOLUTION)

Components of
compensation and benefits
submitted for shareholder Amount (or accounting value)
approval allocated for 2019 Presentation

Fixed compensation €384,000 Fixed compensation set by the Board of Directors on

May  14,  2018 based on the recommendation of the
Compensation Committee. Amount unchanged since 2009.
Annual variable N/A Thomas Reynaud does not receive any annual variable
compensation for 2018 compensation.
paid in 2019
Multi-year variable N/A Thomas Reynaud does not receive any multi-year variable
compensation compensation.
Exceptional compensation N/A Thomas Reynaud does not receive any exceptional
compensation.
Stock options, Performance shares = €1,955,100 Decision taken by the Board of Directors on November 22, 2019
performance shares and (accounting value of the instruments using the authorization given at the May  16, 2018 Annual
any other long-term granted for 2019) General Meeting (22nd resolution).
compensation
19,000 shares
Applicable performance conditions:
• for the tranche vesting on November  30, 2021: the
difference between the Group’s EBITDAaL and Capex
(excluding payments for frequencies) for the year ended
December 31,  2020 must be at least equal to the difference
between EBITDAaL and Capex (excluding payments for
frequencies) for the year ended December 31, 2019;
• for the tranche vesting on November 30, 2022: (i) For 50%
of the shares: the total number of fiber subscribers must be
equal to or higher than 3,000,000 at June  30, 2022; and
(ii) for the other 50% of the shares: the Group’s EBITDAaL
margin for the year ended 31 December 2021 must be equal
to or higher than the Group’s EBITDAaL margin for the year
ended December 31, 2019;
• for the tranche vesting on November  30, 2023: the total
number of fiber subscribers must be equal to or higher than
3,700,000 at June 30, 2023.
Percentage of the Company’s capital represented by the share
grant: 0.03%
Further details of these share grants are provided in section
3.4.3.
Directors’ remuneration N/A As is the case for all executive officers, Thomas Reynaud does
not receive any directors’ remuneration.
Benefits-in-kind N/A Thomas Reynaud does not receive any benefits-in-kind.
Termination benefit N/A Thomas Reynaud is not eligible for a termination benefit.
Non-compete indemnity N/A Thomas Reynaud is not eligible for a non-compete indemnity.
Supplementary pension N/A Thomas Reynaud is not a member of an iliad supplementary
benefits pension plan.

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COMPONENTS OF COMPENSATION AND BENEFITS PAID DURING, OR ALLOCATED FOR, 2019 TO XAVIER NIEL,
SENIOR VICE-PRESIDENT, SUBMITTED FOR SHAREHOLDER APPROVAL (15TH RESOLUTION)

Components of
compensation and benefits
submitted for shareholder Amount (or accounting value)
approval allocated for 2019 Presentation

Fixed compensation set by the Board of Directors on

3
August 27, 2015 based on the recommendation of the
Fixed compensation €189,000 Compensation Committee.
Annual variable
compensation for 2018 Xavier Niel does not receive any annual variable
paid in 2019 N/A compensation.
Multi-year variable Xavier Niel does not receive any multi-year variable
compensation N/A compensation.
Exceptional compensation N/A Xavier Niel does not receive any exceptional compensation.
Stock options,
performance shares and
any other long-term
compensation N/A N/A
As is the case for all executive officers, Xavier Niel does not
Directors’ remuneration N/A receive any directors’ remuneration.
Benefits-in-kind N/A Xavier Niel does not receive any benefits-in-kind.
Termination benefit N/A Xavier Niel is not eligible for a termination benefit.
Non-compete indemnity N/A Xavier Niel is not eligible for a non-compete indemnity.
Supplementary pension Xavier Niel is not a member of an iliad supplementary pension
benefits N/A plan.

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Compensation of the Group’s corporate officers

COMPONENTS OF COMPENSATION AND BENEFITS PAID DURING, OR ALLOCATED FOR, 2019 TO RANI ASSAF,
SENIOR VICE-PRESIDENT, SUBMITTED FOR SHAREHOLDER APPROVAL (16TH RESOLUTION)

Components of
compensation and benefits
submitted for shareholder Amount (or accounting value)
approval allocated for 2019 Presentation

Fixed compensation €189,000 Fixed compensation set by the Board of Directors on

August  27,  2015 based on the recommendation of the
Compensation Committee.
Annual variable N/A Rani Assaf does not receive any annual variable compensation.
compensation for 2018
paid in 2019
Multi-year variable N/A Rani Assaf does not receive any multi-year variable
compensation compensation.
Exceptional compensation N/A Rani Assaf does not receive any exceptional compensation.
Stock options, Performance shares = €926,100 Decision taken by the Board of Directors on November 22, 2019
performance shares and (accounting value of the instruments using the authorization given at the May  16, 2018 Annual
any other long-term granted for 2019) General Meeting (22nd resolution).
compensation
9,000 shares
Applicable performance conditions:
• for the tranche vesting on November  30, 2021: the
difference between the Group’s EBITDAaL and Capex
(excluding payments for frequencies) for the year ended
December 31,  2020 must be at least equal to the difference
between EBITDAaL and Capex (excluding payments for
frequencies) for the year ended December 31, 2019;
• for the tranche vesting on November 30, 2022: (i) for 50%
of the shares: the total number of fiber subscribers must be
equal to or higher than 3,000,000 at June  30, 2022; and
(ii) for the other 50% of the shares: the Group’s EBITDAaL
margin for the year ended 31 December 2021 must be equal
to or higher than the Group’s EBITDAaL margin for the year
ended December 31, 2019;
• for the tranche vesting on November  30, 2023: the total
number of fiber subscribers must be equal to or higher than
3,700,000 at June 30, 2023.
Percentage of the Company’s capital represented by the share
grant: 0.02%
Further details on these share grants are provided in section
3.4.3.
Directors’ remuneration N/A N/A
Benefits-in-kind N/A Rani Assaf does not receive any benefits-in-kind.
Termination benefit N/A Rani Assaf is not eligible for a termination benefit.
Non-compete indemnity N/A Rani Assaf is not eligible for a non-compete indemnity.
Supplementary pension N/A Rani Assaf is not a member of an iliad supplementary pension
benefits plan.

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COMPONENTS OF COMPENSATION AND BENEFITS PAID DURING, OR ALLOCATED FOR, 2019 TO ANTOINE
LEVAVASSEUR, SENIOR VICE-PRESIDENT, SUBMITTED FOR SHAREHOLDER APPROVAL (17TH RESOLUTION)

Components of
compensation and benefits
submitted for shareholder Amount (or accounting value)
approval

Fixed compensation
allocated for 2019

€189,000
Presentation

Fixed compensation set by the Board of Directors on

3
August  27,  2015 based on the recommendation of the
Compensation Committee.
Annual variable N/A Antoine Levavasseur does not receive any annual variable
compensation for 2018 compensation.
paid in 2019
Multi-year variable N/A Antoine Levavasseur does not receive any multi-year variable
compensation compensation.
Exceptional compensation N/A Antoine Levavasseur does not receive any exceptional
compensation.
Stock options, Performance shares = €926,100 Decision taken by the Board of Directors on November 22, 2019
performance shares and (accounting value of the instruments using the shareholder authorization given at the May 16, 2018
any other long-term granted for 2019) Annual General Meeting (22nd resolution).
compensation
9,000 shares
Applicable performance conditions:
• for the tranche vesting on November  30, 2021: the
difference between the Group’s EBITDAaL (1) and Capex (2)
(excluding payments for frequencies) for the year ended
December 31,  2020 must be at least equal to the difference
between EBITDAaL and Capex (excluding payments for
frequencies) for the year ended December 31, 2019;
• for the tranche vesting on November 30, 2022: (i) for 50%
of the shares: the total number of fiber subscribers must be
equal to or higher than 3,000,000 at June  30, 2022; and
(ii) for the other 50% of the shares: the Group’s EBITDAaL
margin for the year ended 31 December 2021 must be equal
to or higher than the Group’s EBITDAaL margin for the year
ended December 31, 2019;
• for the tranche vesting on November 30, 2023 plan: the total
number of fiber subscribers must be equal to or higher than
3,700,000 at June 30, 2023.
Percentage of the Company’s capital represented by the share
grant: 0.02%
Further details on these share grants are provided in section
3.4.3.
Directors’ remuneration N/A As is the case for all executive officers, Antoine Levavasseur
does not receive any directors’ remuneration.
Benefits-in-kind N/A Antoine Levavasseur does not receive any benefits-in-kind.
Termination benefit N/A Antoine Levavasseur is not eligible for a termination benefit.
Non-compete indemnity N/A Antoine Levavasseur is not eligible for a non-compete
indemnity.
Supplementary pension N/A Antoine Levavasseur is not a member of an iliad supplementary
benefits pension plan.

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Compensation of the Group’s corporate officers

COMPONENTS OF COMPENSATION AND BENEFITS PAID DURING, OR ALLOCATED FOR, 2019 TO

ALEXIS BIDINOT (1), SENIOR VICE-PRESIDENT, SUBMITTED FOR SHAREHOLDER APPROVAL (18TH RESOLUTION)

Components of
compensation and benefits
submitted for shareholder Amount (or accounting value)
approval allocated for 2019 Presentation

Fixed compensation €189,075 (2)

Fixed compensation set by the Board of Directors on
December 4, 2017 based on the recommendation of the
Compensation Committee.
Annual variable N/A Alexis Bidinot does not receive any annual variable
compensation for 2018 compensation.
paid in 2019
Multi-year variable N/A Alexis Bidinot does not receive any multi-year variable
compensation compensation.
Exceptional compensation N/A Alexis Bidinot does not receive any exceptional
compensation.
Stock options, N/A N/A
performance shares and
any other long-term
compensation
Directors’ remuneration N/A N/A
Benefits-in-kind N/A Alexis Bidinot does not receive any benefits-in-kind.
Termination benefit N/A Alexis Bidinot is not eligible for a termination benefit.
Non-compete indemnity N/A Alexis Bidinot is not eligible for a non-compete indemnity.
Supplementary pension N/A Alexis Bidinot is not a member of an iliad supplementary
benefits pension plan.

(1) Alexis Bidinot resigned from his position as Senior Vice-President on December 9, 2019.
(2) Amount received until December 9, 2019.

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Compensation of the Group’s corporate officers 3
Non-executive directors
For 2019, the Board of Directors allocated the remuneration payable to the non-executive directors as follows:

DIRECTORS’ REMUNERATION AND OTHER REMUNERATION RECEIVED BY THE NON-EXECUTIVE DIRECTORS

(AMF TABLE 3)

3
Amount received in 2019 Amount received in 2018
Non-executive directors (gross, in €) (gross, in €)

Virginie Calmels
Directors’ remuneration 36,000 30,000
Other remuneration N/A N/A
Marie-Christine Levet
Directors’ remuneration 36,000 30,000
Other remuneration N/A N/A
Orla Noonan
Directors’ remuneration 36,000 30,000
Other remuneration N/A N/A
Pierre Pringuet
Directors’ remuneration 36,000 30,000
Other remuneration N/A N/A
Olivier Rosenfeld*
Directors’ remuneration 0 18,000
Other remuneration N/A N/A
Corinne Vigreux
Directors’ remuneration 36,000 30,000
Other remuneration N/A N/A
Bertille Burel
Directors’ remuneration 12,750 30,000
Other remuneration N/A N/A
Cyril Poidatz
Directors’ remuneration N/A N/A
Other remuneration N/A N/A
Ilan Dahan
Directors’ remuneration N/A N/A
Other remuneration N/A N/A

* Olivier Rosenfeld stepped down as a director of iliad on January 28, 2019.

3.4.2 COMPENSATION POLICY FOR 3.4.2.1 Information concerning all of the

CORPORATE OFFICERS corporate officers

In accordance with Articles  L.  225-37-2 and R.  225-29-1 of the General principles
French Commercial Code, as amended by French Government The compensation policy for the corporate officers, as set by
Order no. 2019-1234 of November 27, 2019 on the compensation the Board of Directors based on the recommendations of the
of corporate officers of listed companies, the Company’s Compensation Committee, is in line with the recommendations
compensation policy for all of its corporate officers is presented of the AFEP-MEDEF Code, which the Company uses as its
below. corporate governance framework.
The shareholders will be asked to approve the following
components of the compensation policy for the Company’s Main objectives
corporate officers in the 19th  to 22nd  resolutions of the 2020 Consequently, the Board of Directors’ main aims are to ensure
Annual General Meeting. that:
 the compensation policy is clear, consistent and
straightforward and that it reflects the Company’s values
and entrepreneurial culture, based on fair and transparent
principles;
 the overall compensation packages granted are competitive,
aligned with the responsibilities of each officer concerned,
and take into account market practices;

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Compensation of the Group’s corporate officers

 a significant portion of executive officers’ compensation Corporate officers newly appointed/elected

is based on the Company’s performance, especially in or re-appointed/re-elected
relation to (i)  the main priorities of its commercial strategy
If a new corporate officer of the Company is elected or
(growing its network and number of subscribers) and (ii) its
appointed in 2020, or an existing corporate officer’s term
main financial performance objectives. This performance
of office is renewed, the components and structure of the
is assessed via long-term incentive plans with underlying
compensation described in the compensation policy for
performance conditions that are based on creating lasting
corporate officers would also apply to him or her. The Board of
value for all of the Company’s stakeholders and which closely
Directors would set that corporate officer’s compensation based
align the executive officers’ interests with those of all of its
on the recommendation of the Compensation Committee, in
shareholders.
accordance with the above-mentioned policy and in line with
By combining clarity and competitiveness, these plans are the compensation of the Group’s other corporate officers.
aimed at helping the Company recruit and retain the best talent.
In addition to the compensation described below, when a new
This means that executive officers’ compensation supports
corporate officer is recruited from outside the Group, the Board
the Group’s overall strategy and helps ensure the Company’s
may decide to pay him or her a bonus to compensate for some
long-term development.
or all of the benefits they may have relinquished on leaving their
The components of each executive officer’s compensation previous position.
package are set taking into account the compensation
and employment conditions of the Company’s employees. Changes for 2020
The Company places particular importance on employee When it changed the Company’s governance structure, the
profit-sharing which is tied to iliad’s long-term strategic Board of Directors decided to retain the majority of the
objectives and results. This is clearly illustrated in the fact principles relating to corporate officers’ compensation.
that the Company launched an employee stock ownership
plan in March 2019, which was proposed to some 8,100 Group In particular, it decided that the Chairman of the Board would
employees in France and Italy. The significant take-up by eligible not receive any remuneration in his capacity as Chairman.
employees underscores their confidence in the Group and its As the Chief Executive Officer is now required to devote part
growth prospects. Following the operation, the corporate of his time to Holdco II’s operations, the Board has decided to
mutual fund for employee stock ownership holds close to 0.5% split his compensation between the operational activities he
of the Company’s capital. In addition, the conditions applicable exercises within the iliad Group and those he exercises within
to the performance shares granted in 2019 are the same for Holdco  II. This situation does not give rise to any conflicts of
all of the executive officers concerned and certain other key interest.
personnel of the Company and its subsidiaries. Some 43% of the
overall 2019  share grant is subject to performance conditions.
Specific principles applicable to the members of the
The Board of Directors has decided to extend this incentive
plan to a larger number of beneficiaries in order to foster loyalty Board of Directors
among its talent. The principles applied by the Board for determining the
remuneration of directors are described below.
Decision-making process Only the Company’s independent (non-executive) directors
The Board of Directors is responsible for setting the receive remuneration for their directorships.
compensation policy for iliad’s corporate officers, based on the
The rules for allocating this remuneration were set by the Board
recommendations of the Compensation Committee. The main
of Directors and provide for the following:
principles of this policy are based on the AFEP-MEDEF Code
of Corporate Governance for listed companies in France (the  a fixed portion of €25,000 based on the director’s actual
“AFEP-MEDEF Code”). The Compensation Committee regularly attendance at Board meetings (of which €1,500 can be
reviews the structure of the corporate officers’ compensation deducted if a director fails to attend more than one meeting
packages, ensures that there is an even balance between the during the year);
various components of their compensation, verifies that the
 a variable portion of €15,000, based on the director’s
packages are competitive and suggests any changes it considers
participation and involvement in the work of the Board’s
should be made.
Committees.
The Board of Directors pays particular attention to managing
The director representing employees does not receive any
conflicts of interest, in order to ensure that all of its corporate
directors’ remuneration, nor do the Chairman of the Board,
officers act in all circumstances in the best interests of the
the Vice-Chairman, the Chief Executive Officer or the Senior
Company and all of its shareholders.
Vice-Presidents.
It is therefore the Compensation Committee that is responsible
If a director has an employment contract with the Company
for setting the components and amounts of the executive
(including the director representing employees), it must be a
officers’ compensation. The majority of the members of this
permanent contract and must contain termination provisions
Committee are independent directors and it does not include
(including the applicable notice period) that comply with the
any executive officers.
applicable regulations and collective bargaining agreements.
In addition, in Board of Directors’ meetings, the executive
officers are not entitled to take part in the Board’s vote on their
own compensation.
The procedures for managing conflicts of interest concerning
members of the Board of Directors are detailed in section 3.2.1.6.

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Compensation of the Group’s corporate officers 3
Specific principles applicable to the executive officers To date, no exceptional compensation has ever been allocated
or paid to the Company’s executive officers.
Structure and allocation of annual compensation
The executive officers’ annual compensation is made up of fixed Multi-year compensation
remuneration and a long-term incentive payment in the form of The Board has decided not to put in place any multi-year
performance share grants. In special circumstances, they may cash-settled compensation system as it feels that a share-based
also be awarded exceptional compensation. incentive system is more closely aligned with shareholders’
The executive officers’ compensation package must be focused interests.
on compensating performance, with a predominant portion
of the package made up of long-term remuneration. The total
However, a multi-year cash-based compensation system could
be envisaged if regulatory changes or any other circumstances 3
compensation breaks down as follows: make it difficult or impossible to use a share-based system. In
 fixed compensation: around 15% of the total;
such a case, the principles and criteria used for determining and
allocating the cash-settled multi-year compensation, as well as
 long-term compensation around 85% of the total. the applicable caps, would be very similar to those applicable
No executive officer receives remuneration for their directorship. to the current share-based incentive system, but adapted where
relevant.
Fixed compensation
Long-term incentive plans
Executive officers’ fixed compensation must be set in such a way
that that the Group is able to attract top executive talent both iliad’s long-term incentive plans are aimed at encouraging
from within its own ranks and, where necessary, from outside. the creation of long-term shareholder value and aligning the
This compensation has to foster engagement and loyalty on executive officers’ interests with those of the shareholders.
a long-term basis and reflect the level of responsibility of the Long-term compensation plans are a fundamental component
officer concerned. Changes in fixed compensation must be of the compensation packages of the iliad Group’s executive
based on the scope and level of that responsibility, as well as on officers and form part of the strong employee stock ownership
the executive officer’s individual performance and development. culture that the Group wants to continue to develop. These
plans take the form of performance share grants as provided for
The Board has decided that the executive officers’ fixed in Article L. 225-197-1 of the French Commercial Code.
compensation may only be increased at relatively long intervals,
as recommended in the AFEP-MEDEF Code, unless there is a Consequently, the weighting of long-term incentive plans within
significant change in the officer’s scope of responsibilities. each executive officer’s compensation package is significant,
and increases in line with an officer’s level of responsibility.
Variable and exceptional compensation Performance shares make up the predominant proportion of
executive officers’ total compensation as the Board believes
To date, the Board has decided not to put in place any variable this closely aligns their interests with those of the Company’s
compensation for the Chairman of the Board of Directors, the shareholders.
Chief Executive Officer or the Senior Vice-Presidents. This is
because the Board believes that long-term incentive plans are During 2020, based on the recommendation of the Compensation
more motivating for executive officers to attain performance Committee, the Board may decide to set up further long-term
targets and are more suited to the Group’s corporate strategy. incentive plans for the executive officers involving grants of the
Company’s shares, in order to closely associate them with the
The executive officers are not automatically entitled to any Group’s performance.
exceptional compensation. However, in accordance with the
second paragraph of Article  L.  225-37-2, III. of the French Acting on the advice of the Compensation Committee, the Board
Commercial Code, and if so recommended by the Compensation could set the following conditions for the share grant plans:
Committee, the Board of Directors may award exceptional  a presence condition, requiring the beneficiary to still form
compensation to one or more executive officers, subject to the part of the Group at the vesting date, in order to guarantee
following conditions: the beneficiary’s long-term commitment to the Company
 exceptional compensation may only be awarded in (apart from certain exceptions provided for in the plan,
exceptional circumstances (e.g., a transaction that transforms notably if the beneficiary retires, dies or becomes disabled,
the Group’s structure); or if there is a change in control of the Group within two years
of the grant date);
 precise details must be given about the underlying principles
and characteristics of the exceptional compensation,  a vesting period lasting an average of 3 years, with no lock-up
particularly in terms of how it is in the Group’s long-term period;
interests;  performance conditions (with achievement measured over a
 the amount of the exceptional compensation will be included minimum of two years), combining financial and operating
in the cap set for the long-term compensation of the criteria aligned with the Group’s strategic objectives. The
executive officer concerned. Board of Directors will verify that the performance conditions
used reflect the Group’s operational and financial objectives
The payment of any such exceptional compensation must be set for the mid and long term;
subject to approval by the shareholders in a General Meeting, in
accordance with the applicable laws.  an obligation for the beneficiaries to hold at least 10% of their
vested performance shares for as long as they are in office.

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Compensation of the Group’s corporate officers

In accordance with the recommendations of the AFEP-MEDEF No indemnities are payable to executive officers under
Code, the shares awarded to executive officers under share grant non-compete clauses.
plans are subject to a cap set by shareholders at the Annual
General Meeting. Consequently, any shares awarded to executive Employment contract
officers if the shareholders approve the related resolution at
As iliad has always favored developing in-house talent, when an
the 2020 Annual General Meeting, may not represent more than
employee who has ten years’ seniority is promoted to an executive
40% of the total number of shares that could be awarded under
officer’s position, his or her employment contract is suspended,
share grant plans (which corresponds to 2% of the Company’s
as recommended in the AFEP-MEDEF Code. Consequently, all
capital).
of the Senior Vice-Presidents have a permanent employment
Also pursuant to the AFEP-MEDEF Code, the executive officers contract with the Company that contains termination provisions
have formally undertaken that for as long as they are in office (including the applicable notice period) that comply with the
they will not use any instruments to hedge the equity risk on applicable regulations and collective bargaining agreements.
the shares granted to them under the long-term incentive plans.

Other benefits
3.4.2.2 Information concerning each corporate
No supplementary pension plans have been set up by iliad for
officer
its executive officers.
3.4.2.2.1 Executive officers
The executive officers are not entitled to any benefits-in-kind.
The tables below provide summarized information on the
The executive officers are members of the same personal components of each executive officer’s compensation as
protection and healthcare insurance plans as the Group’s required by Article R. 225-29-1 of the French Commercial Code.
employees.

INFORMATION CONCERNING XAVIER NIEL, CHAIRMAN OF THE COMPANY’S BOARD OF DIRECTORS

Compensation components put to the shareholders’ vote Presentation

Fixed compensation N/A

INFORMATION CONCERNING THOMAS REYNAUD, CHIEF EXECUTIVE OFFICER AND A DIRECTOR OF THE
COMPANY

Compensation components put to

the shareholders’ vote Presentation

Fixed compensation Fixed compensation set by the Board of Directors on March  16, 2020, based on the
recommendation of the Compensation Committee. This compensation, which has remained
unchanged since 2009, is split between the operational activities that Thomas Reynaud
exercises within Holdco II and those he exercises within iliad.
Stock options, performance Proportion  described in the section entitled “Structure and allocation of annual compensation”.
shares and any other long-term Vesting and lock-up periods described in the section entitled “Long-term incentive plans”.
compensation Contribution to the objectives of the compensation policy described in section 3.4.2.1, “Main objectives”.

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Compensation of the Group’s corporate officers 3
INFORMATION CONCERNING RANI ASSAF, SENIOR VICE-PRESIDENT OF THE COMPANY

Compensation components put to

the shareholders’ vote Presentation

Fixed compensation Fixed compensation set by the Board of Directors on August 27, 2015 based on the recommendation

Stock options, performance

of the Compensation Committee.
Proportion described in the section entitled “Structure and allocation of annual compensation”.
3
shares and any other long-term Vesting and lock-up periods described in the section entitled “Long-term incentive plans”.
compensation Contribution to the objectives of the compensation policy described in section 3.4.2.1, “Main objectives”.

INFORMATION CONCERNING ANTOINE LEVAVASSEUR, SENIOR VICE-PRESIDENT OF THE COMPANY

Compensation components put to

the shareholders’ vote Presentation

Fixed compensation Fixed compensation set by the Board of Directors on August 27, 2015 based on the recommendation
of the Compensation Committee.
Stock options, performance Proportion described in the section entitled “Structure and allocation of annual compensation”.
shares and any other long-term Vesting and lock-up periods described in the section entitled “Long-term incentive plans”.
compensation Contribution to the objectives of the compensation policy described in section 3.4.2.1, “Main objectives”.

3.4.2.2.2 Directors
It is being recommended that a total annual aggregate amount of €240,000 be paid to the Company’s directors for 2020, allocated
as follows:

Office held Fixed portion/variable portion

Chairman The Chairman of the Board of Directors does not receive any remuneration in his capacity as Chairman.
The Vice-Chairman of the Board of Directors does not receive any remuneration in his capacity
Vice-Chairman as Vice-Chairman.
Independent directors Fixed portion: €25,000
Other directors 0
Board Committee members Variable portion: €15,000

No director receives any compensation or benefits other than the remuneration referred to above.

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Compensation of the Group’s corporate officers

3.4.3 TABLE OF COMPENSATION AND BENEFITS (DISCLOSED IN ACCORDANCE WITH

THE AFEP-MEDEF CODE)

SUMMARY OF COMPENSATION PAID AND STOCK OPTIONS AND FREE SHARES GRANTED TO EACH EXECUTIVE
OFFICER (BASED ON TABLE 1 OF THE AMF TEMPLATE)

In € 2019 2018

Maxime Lombardini
Compensation due for the year 384,000 384,000 (1)
Value of multi-year variable compensation allocated during the year N/A N/A
Value of stock options granted during the year N/A N/A
Value of shares granted free of consideration 926,100 1,804,752

TOTAL 1,310,100 2,188,752

Thomas Reynaud
Compensation due for the year 384,000 384,000 (2)
Value of multi-year variable compensation allocated during the year N/A N/A
Value of stock options granted during the year N/A N/A
Value of shares granted free of consideration 1,955,100 1,804,752

TOTAL 2,339,100 2,188,752

Rani Assaf
Compensation due for the year 189,000 189,000
Value of multi-year variable compensation allocated during the year N/A N/A
Value of stock options granted during the year N/A N/A
Value of shares granted free of consideration 926,100 1,804,752

TOTAL 1,115,100 1,993,752

Alexis Bidinot (3)

Compensation due for the year 189,075 200,400
Value of multi-year variable compensation allocated during the year N/A N/A
Value of stock options granted during the year N/A N/A
Value of shares granted free of consideration 0 1,804,752

TOTAL 189,075 2,005,152

Antoine Levavasseur
Compensation due for the year 189,000 189,000
Value of multi-year variable compensation allocated during the year N/A N/A
Value of stock options granted during the year N/A N/A
Value of shares granted free of consideration 926,100 1,804,752

TOTAL 1,115,100 1,993,752

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Compensation of the Group’s corporate officers 3
In € 2019 2018

Xavier Niel
Compensation due for the year 189,000 189,000
Value of multi-year variable compensation allocated during the year N/A N/A
Value of stock options granted during the year N/A N/A
Value of shares granted free of consideration N/A N/A 3
TOTAL 189,000 189,000
Cyril Poidatz
Compensation due for the year N/A 70,161 (4)

Value of multi-year variable compensation allocated during the year N/A N/A
Value of stock options granted during the year N/A N/A
Value of shares granted free of consideration N/A N/A

TOTAL N/A 70,161

(1) Total compensation received in 2018 (in his capacity as (i) Chairman of the Board of Directors since May 21, 2018 and (ii) Chief Executive
Officer until May 21, 2018).
(2) Total compensation received in 2018 (in his capacity as (i) Chief Executive Officer since May 21, 2018 and (ii) Senior Vice-President until
May 21, 2018).
(3) Alexis Bidinot resigned on December 9, 2019. The compensation shown therefore corresponds to the amount received until December 9, 2019.
(4) Compensation received in 2018 until May 21, 2018, on which date Cyril Poidatz resigned as Chairman of the Board of Directors.

BREAKDOWN OF THE COMPENSATION OF EACH EXECUTIVE OFFICER (BASED ON TABLE 2 OF THE AMF
TEMPLATE)

Maxime Lombardini 2019 2018**

Chairman of the Board of Directors*
(In €) Amounts due Amounts paid Amounts due Amounts paid
Fixed compensation 384,000 384,000 384,000 384,000
Annual variable compensation - - - -
Multi-year variable compensation - - - -
Exceptional compensation - - - -
Directors’ remuneration - - - -
Benefits-in-kind - - - -

TOTAL 384,000 384,000 384,000 384,000

* As of March 16, 2020, Mr. Maxime Lombardi is Vice-Chairman of the Board of Directors of iliad.
** Total compensation received in 2018 (in his capacity as (i) Chairman of the Board of Directors since May 21, 2018 and (ii) Chief Executive
Officer until May 21, 2018).

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Compensation of the Group’s corporate officers

Thomas Reynaud 2019 2018*

Chief executive Officer
(In €) Amounts due Amounts paid Amounts due Amounts paid
Fixed compensation 384,000 384,000 384,000 384,000
Annual variable compensation - - - -
Multi-year variable compensation - - - -
Exceptional compensation - - - -
Directors’ remuneration - - - -
Benefits-in-kind - - - -

TOTAL 384,000 384,000 384,000 384,000

* Total compensation received in 2018 (in his capacity as (i) Chairman of the Board of Directors since May 21, 2018 and (ii) Chief Executive
Officer until May 21, 2018).

Rani Assaf 2019 2018

Senior Vice-President
(In €) Amounts due Amounts paid Amounts due Amounts paid
Fixed compensation 189,000 189,000 189,000 189,000
Annual variable compensation - - - -
Multi-year variable compensation - - - -
Exceptional compensation - - - -
Directors’ remuneration - - - -
Benefits-in-kind - - - -

TOTAL 189,000 189,000 189,000 189,000

Alexis Bidinot (1) 2019 2018

Senior Vice-President
(In €) Amounts due Amounts paid Amounts due Amounts paid
Fixed compensation 189,075 189,075 200,400 200,400
Annual variable compensation - - - -
Multi-year variable compensation - - - -
Exceptional compensation - - - -
Directors’ remuneration - - - -
Benefits-in-kind - - - -

TOTAL 189,075 189,075 200,400 200,400

(1) Alexis Bidinot resigned from his position as Senior Vice-President on December 9, 2019.

Antoine Levavasseur 2019 2018

Senior Vice-President
(In €) Amounts due Amounts paid Amounts due Amounts paid
Fixed compensation 189,000 189,000 189,000 189,000
Annual variable compensation - - - -
Multi-year variable compensation - - - -
Exceptional compensation - - - -
Directors’ remuneration - - - -
Benefits-in-kind - - - -

TOTAL 189,000 189,000 189,000 189,000

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Compensation of the Group’s corporate officers 3
Xavier Niel 2019 2018
Senior Vice-President*
(In €) Amounts due Amounts paid Amounts due Amounts paid
Fixed compensation 189,000 189,000 189,000 189,000
Annual variable compensation - - - -
Multi-year variable compensation - - - -
Exceptional compensation
Directors’ remuneration
-
-
-
-
-
-
-
-
3
Benefits-in-kind - - - -

TOTAL 189,000 189,000 189,000 189,000

* As of March 16, 2020, Mr. Xavier Niel is Chairman of the Board of Directors of iliad.

Cyril Poidatz 2019 2018

Chairman of the Board of Directors
(In €) Amounts due Amounts paid Amounts due Amounts paid
Fixed compensation* N/A N/A 70,161 70,161
Annual variable compensation N/A N/A - -
Multi-year variable compensation N/A N/A - -
Exceptional compensation N/A N/A - -
Directors’ remuneration N/A N/A - -
Benefits-in-kind N/A N/A - -

TOTAL N/A N/A 70,161 70,161

* Compensation received up until May 21, 2018.

Stock option grants

For many years the Company regularly granted stock options. The plans set up helped to foster the loyalty of its executive officers as
well as hundreds of the Group’s employees, while encouraging their long-term engagement.

STOCK OPTIONS GRANTED TO EACH EXECUTIVE OFFICER BY THE COMPANY AND ANY OTHER GROUP
COMPANY IN 2018 AND 2019 (BASED ON TABLE 4 OF THE AMF TEMPLATE)

Value of options based

on method used for the Number of options
Type of consolidated financial granted during the Exercise
Executive officer Grant date options statements year Exercise price period

Cyril Poidatz
Maxime Lombardini
Rani Assaf
Antoine Levavasseur No stock options were granted to executive officers in either 2018 or 2019.
Xavier Niel
Thomas Reynaud
Alexis Bidinot*

* Alexis Bidinot resigned from his position as Senior Vice-President on December 9, 2019.

The Company has not been informed that any of the options received by executive officers have been hedged.

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Compensation of the Group’s corporate officers

STOCK OPTIONS EXERCISED BY EACH EXECUTIVE OFFICER IN 2019 (BASED ON TABLE 5 OF THE AMF TEMPLATE)

Number of options
Executive officer Grant date exercised during the year Exercise price

Cyril Poidatz
Maxime Lombardini
Rani Assaf
Antoine Levavasseur None
Xavier Niel
Thomas Reynaud
Alexis Bidinot*

* Alexis Bidinot resigned from his position as Senior Vice-President on December 9, 2019.

STOCK OPTIONS EXERCISED BY EACH EXECUTIVE OFFICER IN 2018 (BASED ON TABLE 5 OF THE AMF TEMPLATE)

Number of options
Executive officer Grant date exercised during the year Exercise price

Cyril Poidatz - - -
Maxime Lombardini Nov. 5, 2008 3,196 €53.79
Rani Assaf - - -
Antoine Levavasseur - - -
Xavier Niel - - -
Thomas Reynaud - - -
Alexis Bidinot* - - -

* Alexis Bidinot resigned from his position as Senior Vice-President on December 9, 2019.

In accordance with the provisions of Article L. 225-185 of the French Commercial Code concerning stock options granted to executive
officers, the Board of Directors has set the number of shares that said beneficiaries are required to hold in registered form following
exercise of their options, until they leave their position as an executive officer.

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Compensation of the Group’s corporate officers 3
Information on stock options granted to and exercised by the ten employees of the Group who hold the largest number of options
(other than executive officers) is provided in the table below.

STOCK OPTIONS GRANTED TO AND EXERCISED BY EMPLOYEES IN 2019 (BASED ON TABLE 9 OF THE AMF TEMPLATE)

Stock options granted to and exercised by the ten

Group employees (other than executive officers)
Total number of
stock options
Weighted
average Nov. 5, 2008 Aug. 30, 2010 Nov. 7, 2011
3
receiving the largest number of options granted/exercised exercise price plan plan plan

Stock options granted during the year to the

10 Group employees who received the largest
number of options None - - - -
Stock options exercised during the year by the
10 Group employees who exercised the largest
number of options 25,976 73.67 - 16,451 9,525

ILIAD STOCK OPTIONS – SITUATION AT DECEMBER 31, 2019 (BASED ON TABLE 8 IN THE TEMPLATE
RECOMMENDED BY THE AMF)

Nov. 5, 2008 plan Nov. 5, 2008 plan Aug. 30, 2010 plan Nov. 7, 2011 plan

Date of Shareholders’ Meeting May 29, 2008 May 29, 2008 May 29, 2008 May 24, 2011
Date of Board meeting Nov. 5, 2008 Nov. 5, 2008 Aug. 30, 2010 Nov. 7, 2011
Total number of shares under option 80,000 516,600 610,500* 404,800
Total number of beneficiaries 1 120 160 117
O/w executive officers Maxime Thomas Reynaud N/A N/A
Lombardini (80,000)
Start date of exercise period Nov. 5, 2013 Nov. 5, 2013 1st tranche* Nov. 6, 2016
Aug. 29, 2014
2nd tranche*
Aug. 29, 2015
Expiration date Nov. 4, 2018 Nov. 4, 2018 Aug. 29, 2020 Nov. 6, 2021
Exercise price (in €) 53.79 53.79 67.67 84.03
Number of options exercised 80,000 463,600 366,552 185,527
Total number of options cancelled or forfeited 0 53,000 131,820 26,400
Outstanding options at year-end 0 0 90,743 174,528
Dilutive impact 0.00% 0.00% 0.15% 0.29%

* 30% exercisable for the 1  tranche and 70% exercisable for the 2  tranche.
st nd

Universal Registration Document 2019 - 95

 3 CORPORATE GOVERNANCE
Compensation of the Group’s corporate officers

Share grants performance conditions is suited to the position of an executive

officer and other key positions within the Group, in view of the
iliad performance share grants level of responsibility that such positions entail, as well as the
ability of the persons holding the positions to directly contribute
2019 to the Group’s long-term performance in a way that is aligned
with shareholders’ interests. The performance shares granted
Using the shareholder authorization given at the May  16, 2018
to these four executive officers are subject to the following
Annual General Meeting, and acting on the recommendation
operational and financial performance conditions:
of the Compensation Committee, on November  22, 2019 the
Board of Directors authorized a share grant plan involving a  for the tranche vesting on November  30, 2021: the
total of 282,550 shares (representing approximately 0.5% of the difference between the Group’s EBITDAaL and Capex
Company’s capital) granted free of consideration to 184 Group (excluding payments for frequencies) for the year ended
employees and officers. December 31,  2020 must be at least equal to the difference
between EBITDAaL and Capex (excluding payments for
These free shares have a two-to-five year vesting period, which
frequencies) for the year ended December 31, 2019;
is not followed by a lock-up period. The following three vesting
dates apply for the following portions of the shares granted:  for the tranche vesting on November  30, 2022: (i)  for 50%
of the shares: the total number of fiber subscribers must be
 November 30, 2021: 30%;
equal to or higher than 3,000,000 at June  30, 2022; and
 November 30, 2022: 40%; and (ii)  for 50% of the shares: the Group’s EBITDAaL margin
for the year ended 31  December 2021 must be equal to or
 November 30, 2023: 30%.
higher than the Group’s EBITDAaL margin for the year ended
The shares under this plan will only vest if the beneficiaries are December 31, 2019;
still with the Group at the respective vesting dates (a “continuing
 for the tranche vesting on November  30, 2023: the total
presence condition”), which applies to all beneficiaries except
number of fiber subscribers must be equal to or higher than
in certain specific cases provided for in the plan rules (notably
3,700,000 at June 30, 2023.
death or disability).
In addition, the Board of Directors has stipulated that each
Out of the total number of shares granted under this plan,
executive officer must hold at least 10% of his vested shares in
116,000 are subject to performance conditions, including the
registered form until the end of his term of office. In accordance
46,000 granted to executive officers (Thomas Reynaud, Rani
with the AFEP-MEDEF Code, the executive officers have formally
Assaf, Antoine Levavasseur and Maxime Lombardini). The Board
undertaken that they will not use any instruments to hedge the
of Directors considers that share-based compensation subject to
performance shares they receive from the Company.

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 CORPORATE GOVERNANCE
Compensation of the Group’s corporate officers 3
SHARES GRANTED FREE OF CONSIDERATION TO EACH CORPORATE OFFICER IN 2019 (BASED ON TABLE 6 OF
THE AMF TEMPLATE)

Valuation of shares
based on the
Number of method used for
Shares granted free of consideration
by iliad using a shareholder
authorization
Plan number
and date
shares granted
during the
year
the consolidated
financial
statements Vesting date
Date shares
become
unrestricted
Performance
conditions
3
Maxime Lombardini Nov. 22, 2,700 277,830 Nov. 30, 2021 Nov. 30, 2021 See section
2019 3,600 370,440 Nov. 30, 2022 Nov. 30, 2022 above
2,700 277,830 Nov. 30, 2023 Nov. 30, 2023
Thomas Reynaud Nov. 22, 5,700 586,530 Nov. 30, 2021 Nov. 30, 2021 See section
2019 7,600 782,040 Nov. 30, 2022 Nov. 30, 2022 above
5,700 586,530 Nov. 30, 2023 Nov. 30, 2023
Rani Assaf Nov. 22, 2,700 277,830 Nov. 30, 2021 Nov. 30, 2021 See section
2019 3,600 370,440 Nov. 30, 2022 Nov. 30, 2022 above
2,700 277,830 Nov. 30, 2023 Nov. 30, 2023
Alexis Bidinot* Nov. 22, 0 0 Nov. 30, 2021 Nov. 30, 2021 See section
2019 Nov. 30, 2022 Nov. 30, 2022 above
Nov. 30, 2023 Nov. 30, 2023
Antoine Levavasseur Nov. 22, 2,700 277,830 Nov. 30, 2021 Nov. 30, 2021 See section
2019 3,600 370,440 Nov. 30, 2022 Nov. 30, 2022 above
2,700 277,830 Nov. 30, 2023 Nov. 30, 2023
Xavier Niel N/A N/A N/A N/A N/A N/A
Cyril Poidatz N/A - - - -
Bertille Burel N/A - - - - -
Virginie Calmels N/A - - - - -
Marie-Christine Levet N/A - - - - -
Orla Noonan N/A - - - - -
Pierre Pringuet N/A - - - - -
Olivier Rosenfeld N/A - - - - -
Corinne Vigreux N/A - - - - -

* Alexis Bidinot resigned from his position as Senior Vice-President on December 9, 2019.

2018  50% of the shares will vest if the EBITDA margin for
Using the shareholder authorization given at the May  16, 2018 France (excluding sales of devices  (1) is higher than 40%
Annual General Meeting, and acting on the recommendations for the year ended December 31, 2020;
of the Nominations and Compensation Committee, on  September 30, 2022: the second tranche of the shares will vest
December  10, 2018 the Board of Directors decided to grant if the performance condition for the second vesting period is
303,852 performance shares to 122 Group employees and met, i.e., if the EBITDA margin for France (excluding sales of
executive officers. devices) for the year ended December 31, 2021 is higher than
(or equal to) the EBITDA margin for France (excluding sales
These performance shares will vest in four successive tranches
of devices) for the year ended December 31, 2020;
of up to 25% of the shares granted, following a vesting period of
between three and six years, with no lock-up period.  September 30, 2023: the third tranche of the shares will vest
if the following performance conditions for the third vesting
The shares will only vest at each vesting date if the following
period are met:
performance conditions have been met at that date:
 50% of the shares will vest if the total number of fiber
 September 30, 2021: the first 25% tranche of the shares will
subscribers in France is higher than (or equal to) 3 million
vest if the performance conditions for the first vesting period
at September 1, 2023, and
are met:
 50% of the shares will vest if the total number of mobile
 50% of the shares will vest if EBITDA for France less Capex subscribers in Italy is higher than (or equal to) 6 million at
in France (excluding B2B operations) is equal to or higher September 1, 2023;
than €1 billion for the year ended December 31, 2020, and

(1) Notably includes sales of boxes and mobile phones.

Universal Registration Document 2019 - 97

 3 CORPORATE GOVERNANCE
Compensation of the Group’s corporate officers

 September  30, 2024: the fourth tranche of the shares will Beneficiaries of this performance share plan who are executive
vest if the following performance conditions for the fourth officers of the Company are required to hold in registered
vesting period are met: form at least 10% of the performance shares that vest at the
end of each vesting period, until they leave their position as an
 50% of the shares will vest if the total number of fiber
executive officer.
subscribers in France is higher than (or equal to) 3.5 million
at September 1, 2024, and In addition, the beneficiary must still be with the Group at
 50% of the shares will vest if the Group’s revenues in Italy each vesting date, unless he or she has retired, died or become
are higher than (or equal to) €500 million at June 30, 2024. disabled, or if there is a change in control of the Company within
two years of the grant date.

SHARES GRANTED FREE OF CONSIDERATION TO EACH CORPORATE OFFICER IN 2018 (BASED ON TABLE 6 OF
THE AMF TEMPLATE)

Valuation of shares
based on the
Shares granted free of Number of method used for
consideration by iliad shares granted the consolidated Date shares
using a shareholder Plan number and during the financial become Performance
authorization date year statements Vesting date unrestricted conditions

5,250 451,185 Sept. 30, 2021 Sept. 30, 2021

5,250 451,185 Sept. 30, 2022 Sept. 30, 2022
5,250 451,185 Sept. 30, 2023 Sept. 30, 2023 See section
Maxime Lombardini Dec. 10, 2018 5,250 451,185 Sept. 30, 2024 Sept. 30, 2024 above
5,250 451,185 Sept. 30, 2021 Sept. 30, 2021
5,250 451,185 Sept. 30, 2022 Sept. 30, 2022
5,250 451,185 Sept. 30, 2023 Sept. 30, 2023 See section
Thomas Reynaud Dec. 10, 2018 5,250 451,185 Sept. 30, 2024 Sept. 30, 2024 above
5,250 451,185 Sept. 30, 2021 Sept. 30, 2021
5,250 451,185 Sept. 30, 2022 Sept. 30, 2022
5,250 451,185 Sept. 30, 2023 Sept. 30, 2023 See section
Rani Assaf Dec. 10, 2018 5,250 451,185 Sept. 30, 2024 Sept. 30, 2024 above
5,250 451,185 Sept. 30, 2021 Sept. 30, 2021
5,250 451,185 Sept. 30, 2022 Sept. 30, 2022
5,250 451,185 Sept. 30, 2023 Sept. 30, 2023 See section
Alexis Bidinot* Dec. 10, 2018 5,250 451,185 Sept. 30, 2024 Sept. 30, 2024 above
5,250 451,185 Sept. 30, 2021 Sept. 30, 2021
5,250 451,185 Sept. 30, 2022 Sept. 30, 2022
5,250 451,185 Sept. 30, 2023 Sept. 30, 2023 See section
Antoine Levavasseur Dec. 10, 2018 5,250 451,185 Sept. 30, 2024 Sept. 30, 2024 above
Xavier Niel N/A - - - - -
Cyril Poidatz N/A - - - -
Bertille Burel N/A - - - - -
Virginie Calmels N/A - - - - -
Marie-Christine Levet N/A - - - - -
Orla Noonan N/A - - - - -
Pierre Pringuet N/A - - - - -
Olivier Rosenfeld N/A - - - - -
Corinne Vigreux N/A - - - - -

* Alexis Bidinot resigned from his position as Senior Vice-President on December 9, 2019.

98 - Universal Registration Document 2019

 CORPORATE GOVERNANCE
Compensation of the Group’s corporate officers 3
2017  10% of the shares will vest on October 30, 2021 if the EBITDA
margin in France for 2020 (excluding sales of the V7 Freebox)
Using the shareholder authorization given at the May  19, 2016 is higher than 40%;
Annual General Meeting, and acting on the recommendations  10% of the shares will vest on October 30, 2022 if the total
of the Nominations and Compensation Committee, on number of fiber subscribers is greater than 1.7  million at
August 30, 2017 the Board of Directors decided to grant 293,360 October 1, 2022;
performance shares to 61 Group employees and executive
officers.  40% of the shares will vest on October 30, 2023 if the total
number of fiber subscribers is greater than 2.5  million at
All of these performance shares will vest in four successive
tranches following a vesting period of between three and six
October 1, 2023.
Beneficiaries of this performance share plan who are executive
3
years, with no lock-up period.
officers are required to hold in registered form at least 10% of
The tranches, vesting dates and vesting conditions are as follows: the performance shares that vest at the end of each vesting
 40% of the shares will vest on October 30, 2020 if the EBITDA period, until they leave their position as an executive officer.
margin in France for 2019 (excluding sales of the V7 Freebox) In addition, the beneficiary must still be with the Group at
is higher than the EBITDA margin in France for 2017; the vesting date, unless he or she has retired, died or become
disabled, or if there is a change in control of the Company within
two years of the grant date.

SHARES GRANTED FREE OF CONSIDERATION TO EACH CORPORATE OFFICER IN 2017 (BASED ON TABLE 6 OF
THE AMF TEMPLATE)

Valuation of shares
based on the
Shares granted free of Number of method used for
consideration by iliad shares granted the consolidated Date shares
using a shareholder Plan number and during the financial become Performance
authorization date year statements Vesting date unrestricted conditions

Cyril Poidatz Aug. 30, 2017 8,000 1,227,760 Oct. 30, 2020 Oct. 30, 2020 See section
2,000 306,940 Oct. 30, 2021 Oct. 30, 2021 above
2,000 306,940 Oct. 30, 2022 Oct. 30, 2022
8,000 1,227,760 Oct. 30, 2023 Oct. 30, 2023
Maxime Lombardini Aug. 30, 2017 8,492 1,303,267 Oct. 30, 2020 Oct. 30, 2020 See section
2,123 325,817 Oct. 30, 2021 Oct. 30, 2021 above
2,123 325,816 Oct. 30, 2022 Oct. 30, 2022
8,492 1,303,267 Oct. 30, 2023 Oct. 30, 2023
Rani Assaf Aug. 30, 2017 8,000 1,227,760 Oct. 30, 2020 Oct. 30, 2020 See section
2,000 306,940 Oct. 30, 2021 Oct. 30, 2021 above
2,000 306,940 Oct. 30, 2022 Oct. 30, 2022
8,000 1,227,760 Oct. 30, 2023 Oct. 30, 2023
Antoine Levavasseur Aug. 30, 2017 8,000 1,227,760 Oct. 30, 2020 Oct. 30, 2020 See section
2,000 306,940 Oct. 30, 2021 Oct. 30, 2021 above
2,000 306,940 Oct. 30, 2022 Oct. 30, 2022
8,000 1,227,760 Oct. 30, 2023 Oct. 30, 2023
Xavier Niel N/A - - - - -
Thomas Reynaud Aug. 30, 2017 8,492 1,303,267 Oct. 30, 2020 Oct. 30, 2020 See section
2,123 325,817 Oct. 30, 2021 Oct. 30, 2021 above
2,123 325,816 Oct. 30, 2022 Oct. 30, 2022
8,492 1,303,267 Oct. 30, 2023 Oct. 30, 2023
Bertille Burel N/A - - - - -
Virginie Calmels N/A - - - - -
Marie-Christine Levet N/A - - - - -
Orla Noonan N/A - - - - -
Pierre Pringuet N/A - - - - -
Olivier Rosenfeld N/A - - - - -
Corinne Vigreux N/A - - - - -

Universal Registration Document 2019 - 99

 3 CORPORATE GOVERNANCE
Compensation of the Group’s corporate officers

ILIAD SHARE GRANTS – SITUATION AT DECEMBER 31, 2019 (BASED ON TABLE 10 OF THE AMF TEMPLATE)

Information on free share grants

Plan no. 1 Plan no. 2 Plan no. 3

Date of Shareholders’ Meeting May 19, 2016 May 16, 2018 May 16, 2018
Date of Board of Directors’ meeting Aug. 30, 2017 Dec. 10, 2018 Nov. 22, 2019
Total number of shares granted free of consideration 293,360 303,852 282,550
O/w to executive officers 102,460 105,000 46,000
Maxime Lombardini 21,230 21,000 9,000
Thomas Reynaud 21,230 21,000 19,000
Rani Assaf 20,000 21,000 9,000
Alexis Bidinot* N/A 21,000 0
Antoine Levavasseur 20,000 21,000 9,000
Xavier Niel 0 0 N/A
Cyril Poidatz 20,000 N/A N/A
Vesting date of shares Tranche 1: Oct. 30, 2020 Sept. 30, 2021 Nov. 30, 2021
Tranche 2: Oct. 30, 2021 Sept. 30, 2022 Nov. 30, 2022
Tranche 3: Oct. 30, 2022 Sept. 30, 2023 Nov. 30, 2023
Tranche 4: Oct. 30, 2023 Sept. 30, 2024 N/A
End of lock-up period Tranche 1: N/A N/A N/A
Tranche 2: N/A N/A N/A
Tranche 3: N/A N/A N/A
Tranche 4: N/A N/A
Total number of shares vested at December 31, 2019 0 0 0
Total number of shares cancelled or forfeited 0 17,096 0
Unvested shares at December 31, 2019 293,360 286,756 282,550

* Alexis Bidinot resigned from his position as Senior Vice-President on December 9, 2019.

SHARES GRANTED FREE OF CONSIDERATION TO EACH CORPORATE OFFICER THAT BECAME UNRESTRICTED IN
2019 AND 2018 (BASED ON TABLE 7 OF THE AMF TEMPLATE)

Number of shares that

became unrestricted
Corporate officer Plan number and date during the year Vesting conditions

Cyril Poidatz
Maxime Lombardini
Rani Assaf
Antoine Levavasseur
Xavier Niel
Thomas Reynaud N/A
Virginie Calmels
Marie-Christine Levet
Orla Noonan
Pierre Pringuet
Corinne Vigreux

100 - Universal Registration Document 2019

 CORPORATE GOVERNANCE
Compensation of the Group’s corporate officers 3
Free Mobile shares granted free of consideration  an undertaking by iliad to purchase the Free Mobile shares
In 2010, iliad’s Board of Directors decided to implement an held by the executive officers if they leave the Group, at a price
incentive plan for employees and executive officers of Free set by an independent valuer based on the circumstances of
Mobile, so as to closely associate them with the successful launch the executive officer’s departure.
of the Mobile business in France. Accordingly, three successive Several early cash-settlement offers have been authorized by
share grant plans were set up, in May 2010, December 2010 and iliad’s Board of Directors for the holders of the Free Mobile
November 2011 for 23 employees and executive officers of Free shares granted free of consideration. These offers resulted
Mobile. The share grant plans put in place involved 5% of Free in iliad purchasing Free Mobile shares from the Free Mobile
Mobile’s share capital, of which 2.9% for the executive officers. shareholders concerned based on a valuation performed by an
The shares vested after a period of two years, following which independent valuation firm (Accuracy), representing a per-share
price of between €9.73 (in 2015) and €17.78 (in 2018). At
3
a two-year lock-up period applied. The executive officer
beneficiaries of the Free Mobile share grant are required to hold December  31, 2018, executive officers still held 5,385,809 Free
in registered form at least 5% of their vested shares until they Mobile shares and employees still held 4,488,794 (representing
leave their position as an executive officer. 1.47% and 1.22% of Free Mobile’s capital respectively).

As part of the incentive plan, at its meetings on May 3, 2010 and On June  14, 2019, acting on the recommendation of the
March 6, 2014, the Board of Directors authorized the signature Compensation Committee, the Board of Directors authorized
of the following agreements between the Company and the the implementation of the liquidity mechanism for Free Mobile
executive officers: shares provided for in the shareholders’ agreement signed in
2010, through the exercise of iliad’s call option for the shares
 a shareholders’ agreement setting out the rights and stipulated in the agreement.
obligations of the Company and the executive officers
concerned in terms of sales of Free Mobile shares. Under this In accordance with the shareholders’ agreement, the purchases
agreement, the shares have to be held for a minimum of five of the Free Mobile shares concerned were settled solely in iliad
years after the initial two-year lock-up period, bringing the shares and the Free Mobile shares were valued by an independent
overall compulsory holding period to a total of nine years, valuation firm (Accuracy) using a multi-criteria approach
except if iliad offers an early cash-settlement option. The (including EBITDA multiples, EBITDA - Capex, etc.). Based on
agreement also provides for crossed put and call options a recommendation by its independent directors, the Board
between iliad and the executive officers concerned, covering appointed a second independent valuation firm (Ledouble)
all of the Free Mobile shares held by the executive officers, to provide additional assurance to iliad’s shareholders. The
with the put option exercisable by the executive officers per-share value of the Free Mobile shares came to €11.70 and the
between July 1, 2019 and December 31, 2019 and the call option exchange ratio was 8.9 Free Mobile shares for one iliad share.
exercisable by iliad from July 1, 2019 until the expiration of the The independent valuers considered that the exchange ratio
agreement. If either of these options is exercised, the price was fair for iliad’s shareholders.
will be set by an independent valuer and could be paid in Therefore, in July  2019, iliad exchanged Free Mobile shares
iliad shares, subject to approval by iliad’s shareholders either for 954,046 iliad shares for nine employees and five executive
as part of a share buyback program (eighteenth resolution officers. Out of this total, the executive officers received 545,655
of the Annual General Meeting of May 21, 2019), or as part of iliad shares in return for the sale of 4,856,356 Free Mobile
a contribution of Free Mobile shares by executive officers to shares out of the 5,385,809 Free Mobile shares that they held at
iliad (twenty-fifth resolution of the Annual General Meeting December 31, 2018.
of May 21, 2019);
The liquidity mechanism was implemented using iliad shares
 an undertaking by the executive officers concerned to sell acquired under the share buyback program authorized in
their Free Mobile shares to iliad if they leave the Group, the eighteenth resolution of the May  21, 2019 Annual General
at a price set by an independent valuer, with or without a Meeting. Following the transaction, iliad now holds 99.62% of
discount depending on the circumstances of the executive Free Mobile’s capital.
officer’s departure;

Shares that became unrestricted for iliad executive Number of shares held
officers and which were granted free of consideration in by each executive officer
their capacity as executive officers of Free Mobile Plan number and date at December 31, 2019* Vesting conditions

Cyril Poidatz May 12, 2010 91,285 N/A

Maxime Lombardini May 12, 2010 127,799 N/A
Rani Assaf May 12, 2010 91,285 N/A
Antoine Levavasseur May 12, 2010 91,285 N/A
Xavier Niel N/A N/A N/A
Thomas Reynaud May 12, 2010 127,799 N/A

TOTAL 529,453

* Shares vested on May 12, 2012 whose lock-up period ended on May 12, 2014. At December 31, 2019, 0.15% of Free Mobile’s capital was held
by Free Mobile’s executive officers , as part of their obligation to hold a percentage of their vested performance shares for as long as they
are in office, and 0.23% by its employees.

Universal Registration Document 2019 - 101

 3 CORPORATE GOVERNANCE
Compensation of the Group’s corporate officers

FREE MOBILE SHARE GRANTS – SITUATION AT DECEMBER 31, 2019 (BASED ON TABLE 10 OF THE AMF TEMPLATE)

Information on free share grants

Plan no. 1 Plan no. 2 Plan no. 3

Date of Board of Directors’ meeting May 12, 2010 Dec. 20, 2010 Nov. 14, 2011
Total number of shares granted free of consideration 13,875,272 2,921,104 1,460,551
O/w to executive officers* 10,589,024
Cyril Poidatz 1,825,694 0 0
Maxime Lombardini 2,555,971 0 0
Rani Assaf 1,825,694 0 0
Antoine Levavasseur 1,825,694 0 0
Xavier Niel 0 0 0
Thomas Reynaud 2,555,971 0 0
Vesting date of shares May 12, 2012 Dec. 20, 2012 Nov. 14, 2013
End of lock-up period May 12, 2014 Dec. 20, 2014 Nov. 14, 2015
Total number of shares vested at December 31, 2019 529,453 0 854,075
Total number of shares cancelled or forfeited 0 365,138 87,633
Unvested shares at December 31, 2019 0 0 0

* Shares granted to beneficiaries in their capacity as executive officers of Free Mobile.

Commitments given to executive officers

EMPLOYMENT CONTRACTS HELD BY EXECUTIVE OFFICERS (BASED ON TABLE 11 OF THE AMF TEMPLATE)

Compensation or benefits
due or potentially due
Employment Defined benefit for termination of
Name and position contract pension plan or change in duties Non-compete indemnity

Yes No Yes No Yes No Yes No

Xavier Niel
Chairman of the Board of Directors X X X X
Thomas Reynaud (1)
Chief Executive Officer X X X X
Rani Assaf
Senior Vice-President X X X X
Alexis Bidinot (2)
Senior Vice-President X X X X
Antoine Levavasseur
Senior Vice-President X X X X

(1) Employment contract suspended since May 21, 2018.

(2) Alexis Bidinot resigned from his position as Senior Vice-President on December 9, 2019.

102 - Universal Registration Document 2019

 CORPORATE GOVERNANCE
Compensation of the Group’s corporate officers 3
Creating a high-performing strategy for the long term requires The compensation of the Senior Vice-Presidents presented in
in-depth knowledge of the Group’s market, competitive this section  3.4.3 includes any components of compensation
environment and technologies as well as its corporate culture. due or paid to them under their employment contracts.
It is for this reason that iliad has always favored developing its
Lastly, it is hereby disclosed that within the Company there are
in-house talent. The Group believes that when an employee who
no:
has at least 10  years’ seniority with the Company is promoted
to an executive officer’s position, it is right to suspend his or  specific pension plans in place for executive officers;
her employment contract as recommended in the AFEP-MEDEF
 leaving bonuses;
Code. This solution avoids an employee having to resign or iliad
having to initiate a lay-off process when the employee has had a
successful career within the Group.
 commitments given to executive officers by the Company
that provide for the payment of indemnities and/or benefits 3
relating to or resulting from the termination of their duties
Consequently, all of the Senior Vice-Presidents have a permanent
within the Company; or
employment contract with the Company. These contracts do
not contain any clauses that affect their compensation (e.g.,  indemnities payable to executive officers under non-compete
termination benefits, etc.). clauses.

Universal Registration Document 2019 - 103

 3 CORPORATE GOVERNANCE

104 - Universal Registration Document 2019

 NON-FINANCIAL 4
PERFORMANCE

OUR CORPORATE SOCIAL RESPONSIBILITY 4.3 THE GROUP’S ROLE IN SOCIETY 128
POLICY 106
4.3.1 Business ethics and duty of care plan 128
Business model 106 4.3.2 Responsible relations with  our suppliers 129
Reporting methodology and risk identification 107 4.3.3 Respect for our subscribers and citizens’ rights 130
Voluntary objectives 107 4.3.5 Our commitments to society and
communities, and respecting human rights 131

4.1 HUMAN RESOURCES DATA 108

4.1.1 Background information: Group headcount REPORT BY ONE OF THE
in 2019 110 STATUTORY AUDITORS, APPOINTED
4.1.2 Health and safety 110 AS AN INDEPENDENT THIRD PARTY,
4.1.3 Workplace wellbeing 113 ON THE CONSOLIDATED NON-FINANCIAL
INFORMATION STATEMENT INCLUDED
4.1.4 Training 116
IN THE GROUP’S MANAGEMENT REPORT 133
4.1.5 Attracting and retaining talent 117
4.1.6 Voluntary objectives 120

4.2 ENVIRONMENT 122

4.2.1 The environmental footprint of Freeboxes 122
4.2.2 Automobile fleet 125
4.2.3 Network energy consumption 126

Universal Registration Document 2019 - 105

 4 NON-FINANCIAL PERFORMANCE
Our corporate social responsibility policy

OUR CORPORATE SOCIAL RESPONSIBILITY POLICY

The Group’s success goes hand in hand with a responsible This chapter is an integral part of the management report, in
corporate social responsibility (“CSR”) strategy that aims to accordance with Articles L. 225-102-1, R. 225-105 and R. 225-105-1
ally financial performance with employee wellbeing, fair and of the French Commercial Code (Code de commerce) on
equitable conduct, the interests of subscribers, the development transparency requirements for companies. The Group takes a
of digital infrastructure and environmental protection. continuous improvement approach to disclosing its CSR data
and information related to human rights, based on a map of
Our sustainable development approach is underpinned by
risks and opportunities specific to iliad and the Group’s internal
a firm belief that we can and must meet consumer needs
reporting.
in a responsible way. In addition, while accommodating a
fast-growing workforce, we must be able to factor into our
operations all of the conflicting concerns of today’s society,
such as reducing costs, combating climate change, improving
purchasing power and enhancing employee wellbeing. iliad plays BUSINESS MODEL
a key role in regional development, and through its investment
in its fixed and mobile networks helps bridge the digital divide The iliad Group is a major player in the French and Italian
and facilitate access to new technology for everyone. Digital telecommunications markets. Our presence across these two
technology is crucial to building social cohesion and inclusion, countries and inside millions of homes makes our corporate
and the current Covid-19 pandemic has given us a clear reminder social responsibility (CSR) inseparable from our business
of our responsibility to ensure that everyone, nationwide, has objectives. iliad uses latest-generation networks, along with
access to communications. significant financial, human, environmental and technical
resources, to support its fixed and mobile services. With their
For iliad, being a responsible company also means building solid,
vast expertise, Group employees bring their added value to each
transparent and engaged relations with its suppliers, subscribers
step in the process, as do all the stakeholders that we work with.
and local authorities and incorporating sustainable development
issues into its everyday practices. In sum, the corporate social
responsibility strategy advocated by the Group and overseen
by its Environment and Sustainable Development Committee
means working together to apply a set of shared values.

OUR RESOURCES
Financial capital Industrial capital Intellectual capital Human capital
• At end-2019, 56% of the capital was • 17,000 mobile sites operating • In 2019, Free was ranked the second • Over 9,000 employees in France and
held by Xavier Niel, the Group’s in France and over 4,000 equipped strongest brand in France by Brand Italy, 98% of whom are on permanent
founder, and management sites in Italy Finance contracts

• Net value of licenses: €3.1 billion • 14 million connectible fiber sockets • Free was ranked the 42nd most • 4,500 employees in our Customer
(France) valuable brand in France Relations department
• Net value of network equipment:
€4.1 billion • 14,000 unbundled digital local • Owner of the Freebox and DSLAM • 1,000 technicians dedicated to
exchanges (France) operating system managing the network and 2,500
• Equity of €5.2 billion dedicated to rolling out Fiber in France
• €2.0 billion in net investments in 2019, • iliad is the 3rd favorite telecoms brand
excluding licenses in Italy and the no. 1 brand in terms of • 450 employees in our distribution
advocacy (December 2019) network
• 140,000 km of fiber backbone
(France) • Constant growth in employee numbers
for 10 years

OUR ACHIEVEMENTS
Strong market position Commercial success A quality brand and service Strong social contributor
• €4.9 billion in consolidated revenues • 777,000 new Fiber subscribers • Free voted best fixed and mobile • 1,000 Net adds in 2019
(up 9%) (France) customer relations service on the
ARCEP website • €292 million in payroll costs up 3% in
• EBITDAaL of €1.65 billion (down 6%), • 394,000 new 4G Mobile subscribers 2019
of which €1.9 billion (up 3%) for France (France) • Free was ranked no. 1 in 2019 for Fiber
Optic performance by nPerf • Purchasing power restored in France
• 25 million customers in Europe • 2.4 million new mobile subscribers in following the launch of Free Mobile:
Italy • Free was ranked no. 2 2019 for the €7 billion (UFC Que Choisir, 2014)
• 1.8 million Fiber customers in France performance of its 4G network in
France • Leading taxpayer in France
• 8.2 million 4G customers in France (€340 million paid in 2019)
• More than 13GB/month of data per 4G
subscriber in France

OUR SCOPE ENERGY

• 97.7% 3G coverage rate and 95.7% 4G coverage rate at end-2019 (France) • Energy consumption representing 32k tonnes of CO2 equivalent (Scopes 1 &2)

• 9.9 million connectible fiber sockets outside densely populated areas, an 83% • Freebox delivery/return system to make recycling easier
increase in our footprint year on year
• 2,357 tonnes of Freebox materials recycled, including 1,002 tonnes of plastic
• More than 32 million xDSL lines with unbundling potential
• No air transport used in our supply chain
• Fiber offering available across 100% of départements in mainland France
• ISO 50001 certification for the DC3 datacenter, large-scale deployment of
adiabatic cooling for our future datacenters

• Objective to continue reducing mobile network CO2 emissions per GB used by

subscribers

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Our corporate social responsibility policy 4
REPORTING AND RISK IDENTIFICATION  training;

METHODOLOGY  attracting and retaining talent.

The iliad Group’s overall CSR system was launched in 2012 with The environment
the creation of an Environment and Sustainable Development Although environmental protection and sustainable
Committee. Working in conjunction with the relevant development have always been preoccupations for the Group,
departments, the Committee oversees the reporting process in recent years we have stepped up our efforts to manage the
used for the Group’s CSR indicators and is responsible for environmental impact of our activities and we have designed
centralizing and analyzing these indicators. In addition, the a continuous improvement program to help us achieve our
Committee verifies that the Group’s reporting procedures are objectives in this domain. The rollout of our fixed and mobile
properly applied, and organizes, in association with the Finance networks and increased usages by our subscribers have led us
and HR Departments, the external communication of CSR data. to put in place a specific environmental policy in order to contain
By setting up this Committee the Group created a formal CSR
framework for the numerous measures and initiatives that had
already been implemented by its various subsidiaries over
our environmental impact. We have identified the following
three key risk areas in this regard: 4
previous years.  the environmental footprint of Freeboxes;

The Committee met several times in 2019 and worked on  our vehicle fleet;
bringing the Group’s Non-Financial Performance Statement into  managing network energy consumption.
compliance with the French Commercial Code, identifying and
defining key priorities and significant objectives, and improving
Society
the definitions of CSR indicators by ensuring that they are
harmonized across the Group. The Committee is also responsible In its role as a fixed and mobile telecom operator, iliad has to
for generating Group-level indicators and ensuring their build solid, transparent and engaged relations with all of the
accuracy and consistency through internal control measures. players in its ecosystem: suppliers, subscribers, government
Lastly, in 2019 we used the services of a specialized consulting agencies in each of its host countries, regulatory authorities
firm to hone our entire environmental reporting system and and regional authorities, among others. We have analyzed the
enhance our low-carbon strategy. impacts on climate change of the Group’s activities and the use
of the goods and services it produces, and we have identified
the following five key risk areas:
Process for identifying risks and opportunities
 business ethics;
As a first stage, the Group identified the significant risks within
 supplier relations;
each scope (HR, the environment and society). Then, by engaging
with operations staff and/or using quantitative data analysis, the  respect for our subscribers and citizens’ rights;
person responsible for each scope was able to categorize and
 respect for human rights;
prioritize a number of key risks and opportunities for the Group.
 commitment to society and the community.
Each team manager was involved in identifying the main risks
based on different criteria such as frequency and the severity
of potential impacts, as well as the degree of control the Group
has over the risk. Lastly the identified risks were checked against
the policies implemented in recent years and applicable for the VOLUNTARY OBJECTIVES
coming years in order to determine whether they should be
categorized as a priority or voluntary objective. In addition to the Group’s priority and significant objectives for
which it implements operational policies, our businesses also
This analysis will be conducted again in the future to specify
take voluntary action, whether independent or coordinated,
more precise selection criteria and better qualify and quantify
to support major social responsibility issues. This commitment
impacts wherever possible.
reflects the strong corporate culture we have developed and
which is embedded in our key values.
Priority objectives and risks This non-financial performance statement describes and
Telecom operators are key players in a country’s economy as provides qualitative and/or quantitative information on the
the telecom sector is one of the largest investors in national initiatives taken by our entities in the following areas:
infrastructure and is a major nationwide employer. Fully aware  individual and collective employee relations;
of the virtuous circle that can be created by using a sustainable
development policy to underpin its business model, the Group  diversity, non-discrimination and the fair treatment of
has developed a CSR strategy based on three domains: vulnerable groups, including gender equality and the
employment and integration of people with disabilities;
Human resources  creation of shared value with our stakeholders: communities,
Ever since the Group was formed, its human resources policy has regions, subscribers and citizens;
been rooted in two priorities – recruiting talent and developing  community action through the Free Foundation.
skills. Within these two priorities we have identified the following
four key risk areas: Certain issues, such as food waste, food insecurity, fair,
responsible and sustainable food production, and animal welfare
 health and safety; are not relevant to the Group’s business activities and structure,
 workplace wellbeing; and are therefore not expanded upon in this statement.

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Human resources data

4.1 HUMAN RESOURCES DATA

Since the Group’s creation, its human resources policy has been There have been many tangible results from these projects,
underpinned by two priorities – recruiting the best talent and with the project teams being able to see their action plans
developing its people’s skills. Throughout our development, our take shape. For example, for the first time ever a Workplace
profitable business growth has gone hand in hand with creating Wellbeing week was organized at the Group’s head office,
jobs in France, Italy and Morocco and encouraging our people involving employees from all of its entities. Specific systems and
to build their skill sets. This is how we have been able to rapidly processes have also been put in place to help harmonize Group
grow our headcount while keeping the start-up mindset that practices, such as for identifying training needs, recruitment
shaped our beginnings. and induction courses. Other project teams looked into how
HR processes can help optimize efficiency, for instance by
Given the extremely high growth in the workforce over the past
sharing mobility management practices. And iliad signed its first
five years, the Group has adopted an organizational structure
Group-level employment and skills plan (“ESP”). Lastly, project
based on its various business lines. Working in conjunction with
teams were set up to work on making the Group’s HR reporting
the Management Committee (comprising the key executives
more reliable, by launching systems and methods for ensuring
of the Group and its subsidiaries), the Human  Resources
that the same calculations are used for consolidating key HR
Departments of the business lines are responsible for overseeing
performance indicators (“KPI”s), for the Group’s “Economic and
the Group’s HR policy and implementing the priorities within
Social Database” provided to employee representatives under
their business line.
French labor law, and for CSR reports.
All the business-line Human Resources Departments are
The projects still under way at the year-end will continue in
overseen by a Group  Chief  Human Resources Officer. This
2020, and, in view of their nature, some projects will become
post was created in 2018, with the aim of harmonizing the
permanent, such as the project on workplace wellbeing.
Group’s HR practices, improving cross-business working, and
implementing a Group-wide human resources policy in order The Group’s three main HR goals for 2020 are as follows:
to more effectively attract, develop and retain talent. An HR
Ongoing transformation of the HR function and building up
Management Committee has also been formed, which meets
HR expertise. By using top-of-the-range digital solutions we
every two months to steer the Group-wide HR policy.
will be able to save time on less value-added tasks, and give
In order to better meet its people’s needs and enhance the more visibility to the Group’s staff, managers and HR teams to
Group’s collective efficiency, in 2018, 24 Group-wide HR projects better anticipate, and adapt to, change. We will also continue
were launched by the Group Human Resources Department, to harmonize practices between the Group’s various entities, in
in close collaboration with the business lines’ HR teams. The order to gain efficiency and more effectively identify innovation
projects’ working groups compiled the Group’s best practices drivers;
and collaboratively drew up consistent internal processes for the
Service and proximity. Our HR teams will create more local-level
following domains:
contacts within the various business lines and among front-line
 recruitment; teams in order to forge high-quality labor-management relations
based on an HR service mindset;
 induction courses;
Talent retention and skills building. The creation of the Free
 internal mobility;
University will provide additional support to our people for
 key HR indicators; dealing with change within the Group and its environment,
thanks to a program of specific training courses adapted to
 management;
our businesses as well as recognized qualifications. The Free
 training; University will also be a way of bringing our talent together to
 workplace wellbeing; help share our values and ensure that our people take them on
board. It will encourage the creation of lasting links between
 internal communications. “graduate classes”, which result in informal networks that can
Some thirty employees worked on these cross-business focus offer opportunities for mobility.
projects in 2018 and 2019, which were initiated by Executive
Management and jointly overseen with the HR Management
Committee. The Culture and Values project, which involved
60 ambassadors from all of the business lines, revealed the
Group’s four key values: Boldness, Autonomy, Flexibility and
Effectiveness.

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Human resources data 4
JOINT CREATION OF A FREE HR POLICY

Framework definition
Groups Framework definition Application, communication,
Objectives
progress monitoring
Deadlines for deliverables

Progress monitoring
Progress updates
and compliance with deadlines 4
Meeting
Working group (project leaders +) Working group Deliverables

Best practices
Created with a global vision
of the Group’s scope and drivers

Four main risk areas were identified in the analysis of HR risks  training;
(see Chapter 1 for a breakdown of these risks):
 attracting and retaining talent.
 health and safety;
This chapter presents the policies and actions implemented to
 workplace wellbeing; prevent these risks.

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4.1.1 BACKGROUND INFORMATION: GROUP HEADCOUNT IN 2019

BREAKDOWN OF WORKFORCE BY GEOGRAPHICAL AREA

2019 2018 2017 2016

Number of employees based in France 8,556 7,745 7,731 7,142

Number of employees based outside France 2,496 2,316 1,980 1,758
O/w Italy 458 311 76 -

TOTAL HEADCOUNT 11,052 10,061 9,711 8,900

BREAKDOWN OF WORKFORCE BY BUSINESS IN 2019

5.6% 1.7%
Distribution Other

54.5%
Network/Technical/IT

39.9%
Subscriber relations

In general, the Group prefers not to outsource its activities, and 4.1.2 HEALTH AND SAFETY
to build up its in-house skills and expertise. This is particularly
true in its two key operational areas: technical activities and The Group invests heavily in rolling out its own fixed and mobile
subscriber relations. networks. Altogether, around ten thousand base stations have
On the technical front, it is the Group’s own teams who are in been deployed across France to cover the network’s elementary
charge of rolling out, operating and maintaining its fixed and mobile cells and relay calls from users’ mobile phones. And some ten
networks, nationwide. This means that the Network/Technical thousand digital local exchanges have been unbundled using
and IT teams have, and are continuing to develop, extensive our own equipment.
expertise in all of the Group’s different network activities (Free, The implementation of new technologies results in the network
Free Infrastructure, Free Réseau, Protelco, Free Mobile, Online, regularly undergoing changes, requiring the installation of new
Freebox and iliad Italia). equipment and the replacement or maintenance of existing
Similarly, for subscriber relations, the Group has opted to have equipment. Our people travel frequently to different sites,
a majority of its own in-house contact centers so as to ensure carrying out a wide range of technical interventions, including
best-in-class service. There are seven Group contact centers that working underground or at height. The Group is therefore
handle subscriber relations, with the majority of these centers exposed to the risk of work accidents, which it constantly strives
located in France. Retail operations are covered by the Group’s to minimize in terms of both number and severity.
81 Free Centers (stores).
In 2019, nearly 6,000  employees worked on networks, almost
4,300 in subscriber relations, and some 600 in retail stores.

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Human resources data 4
4.1.2.1 Policy  purchasing additional personal protective equipment for
employees;
The Group has a well-established health and safety policy to
protect the physical and mental wellbeing of all employees.  safety induction courses for new hires, focused on their
specific jobs;
Several employees who are workplace health and safety
specialists are tasked with co-defining and implementing Group  creating field advisor positions to help roaming technicians
policy in these domains. Under French labor law, employers are with technical issues and the prevention of occupational risks;
required to complete an occupational risk assessment document  purchasing accessories to help employees transport heavy
(Document Unique d’Évaluation des Risques). The workplace professional equipment (trolleys, backpacks, etc.).
health and safety specialists use this document to identify and
assess health and safety risks within the Group and draw up New employees hired at the subsidiaries specialized in network
action plans for risk prevention and protection measures and rollouts – i.e., Free Réseau, Free Infrastructure, Free  S.A.S. and
resources to mitigate or eliminate identified risks. Examples of Free Mobile – attend a two-hour safety training session on their
such measures and resources include:
(I) awareness-raising measures and training for employees
first induction day. Technicians take an additional three-hour
module during their first induction week. Similarly, all of 4
Protelco’s new roaming technicians are given a safety training
(e.g., training related to certification for working at a height, session lasting around one hour as part of their induction
training on psycho social risks, etc.); training, during which all of the risks inherent to their post and
(II) implementation of practical tools, appropriate equipment, the related preventive measures are carefully explained.
and operating methods integrated into business processes. In addition to the measures already been implemented, Protelco’s
The Group works closely with the occupational physician, first technicians have recently been equipped with tool belts, and
to identify health and safety aspects specific to different jobs they are regularly provided with information on driving postures
and obtain practical recommendations, and second to support and on how to correctly wear a backpack to balance the load.
employees on a case-by-case basis (for example by improving For office-based workers, information is regularly provided
working conditions for employees experiencing physical or about working on screen.
psychological difficulty and adapting working conditions Technical assistance coordinators have been trained about
following an accident). the benefits of good workstation posture and the impact of
Finally, in line with our overall aim of helping and supporting diet and sleep on employees’ overall health and wellbeing.
our people, we take care to provide all of them with the same The coordinators are responsible for relaying this information
high-quality coverage for healthcare costs, at competitive prices. to Protelco’s teams of office-based and field technicians. The
information was also conveyed through video clips posted on
Workplace (Protelco’s intranet). And safety alerts are posted
4.1.2.2 Actions implemented daily on Workplace when required due to certain events
At iliad we adopt a continuous improvement approach to our (epidemics, weather alerts and the relevant preventive measures
health and safety performance and implement a wide range to take, e.g., in the event of snow, icy roads, etc.).
of prevention measures. These include awareness-raising and Generally speaking, all of the Group’s entities take measures
training sessions and constantly improving personal protective to inform their office staff about the right postures to adopt
equipment, particularly for technicians, who are the most at risk for on-screen work in the aim of preventing musculoskeletal
of work accidents. disorders. They work in collaboration with the occupational
physician to help prevent risks and adapt workstations to
4.1.2.2.1 Strengthening governance individual needs. For example, vehicles have been adapted for
In 2018, all of the heads of production and maintenance at Free roaming technicians (automatic transmissions, accessories to
Réseau, Free Infrastructure and Free  S.A.S. began meeting improve the driver’s position, etc.) and ergonomic chairs and
monthly or bi-monthly to define prevention and protection accessories (e.g., lumbar support cushions) are provided for
measures and monitor their implementation. some office staff.

To help it carry out its risk-prevention measures the Group has Evacuation drills and training sessions on how to handle fire
recruited more health and safety team members specifically for extinguishers are also held on a regular basis.
the businesses most exposed to the identified risks. In line with The various measures used for identifying and preventing risks
this, Free Infrastructure and Free Network now have dedicated are set out by each entity in their occupational risk assessment
health and safety risk-prevention teams. document and accompanying action plan. These documents are
In September 2019, a Health & Safety working group was set up updated at least once a year and are sent to employees via their
within F-Distribution, operating in conjunction with the entity’s entity’s intranet.
employee representatives, and a new post of Health & Safety Inter-entity awareness-raising actions are also organized from
Officer was created. A project has also been launched to set time to time, such as the Workplace Wellbeing Week when staff
up a network of regional health and safety ambassadors, tasked are reminded about the importance of healthy eating, exercise
with taking risk-prevention measures out into the field. and sleep. In addition, M.C.R.A. and Scaleway have fitness
rooms, and fruit baskets are regularly provided to employees at
4.1.2.2.2 Raising employee awareness about risk the Group’s head office. All of these measures also contribute to
prevention preventing work accidents.
In order to reduce the number of work accidents – especially
at Protelco and Free Réseau – we have deployed many specific
measures since 2013, including:
 defensive driving lessons;
 training on gestures and postures;

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Human resources data

4.1.2.2.3 Health and safety training received under the French statutory health regime. Employees
Various training courses are delivered within the Group’s and their families benefit from mandatory health insurance
different entities, which cover topics including: with more favorable terms than the minimum laid down by the
applicable collective bargaining agreements, and employees can
 certification for electrical work (B2V, BR, BC and H0, B0, BC also choose to have an optional individual plan for additional
and BE measurement); coverage. This optional plan has been specially negotiated by
 certification for working at height; the Group for its employees and offers very good, yet affordable,
coverage.
 the CACES® license to operate aerial work platforms;
The Group has also set up a personal protection insurance plan
 PPE inspections for aerial work platforms; that is open to all employees and provides death and disability
 the authorization required in France to work in proximity to coverage. Under this plan, employees receive a replacement
networks (AIPR); income if they become incapacitated or disabled. In the event
of an employee’s death, a life annuity is paid to their spouse as
 awareness-raising for managers at Free Réseau, Free well as an education benefit for each dependent child until their
Infrastructure and Free S.A.S. about taking occupational risk 26th birthday.
prevention into account in their work;
 fire prevention; 4.1.2.2.5 Working with our service providers on
 psycho social risks; health and safety
Our actions on health and safety are not restricted to our
 occupational first aid;
employees. For example, Free Réseau and Free Infrastrucure
 the CATEC certificate for working in confined spaces. now monitor their service providers by:
In 2018, the heads of production and maintenance from  drawing up a prevention plan jointly with each service
Free Réseau, Free Infrastructure and Free  S.A. – the Group’s provider;
subsidiaries dedicated to network rollouts – began meeting
 carrying out safety audits;
monthly or bi-monthly to put in place prevention and protection
measures. These meetings continued throughout 2019.  assessing safety performance with service providers.
Also in 2019, several training procedures and other processes
were strengthened for the Free Centers, with: 4.1.2.3 Key performance indicators (KPIs)
 the creation of a “Free Center incident management” A total of 318 work accidents leading to lost time were identified
procedure; across the Group in 2019, compared with 532 in 2018 and 336
 the creation of workshops to teach staff how to react in the in 2017. The figure for 2019 represented 3% of the Group’s
event of violence by third parties; workforce. The accidents mainly took place in France, where
77% of the workforce is based.
 the creation of a procedure called “Working as a security
guard in a Free Center”, drawn up in partnership with Falcon In Free Centers, 60% of accidents are related to altercations
Security, a specialized security firm; with visitors (subscribers). A specific procedure for preventing
and managing these incidents has been put in place, and each
 creation of signage reminding Free Center visitors to be incident is individually monitored by the Workplace Wellbeing
courteous on-site visits by the Workplace Wellbeing Officer Officer.
when required.
Free Mobile recorded a very low number of accidents in 2019
The one-day Safety training session organized for Free Center (just five). Most of these accidents occurred on commutes in
managers for the first time in 2018 took place again in 2019 and the Greater Paris area, on public transport or in the street. At
covered fire prevention, workstation ergonomics, occupational Free Réseau, the number of accidents decreased slightly, with
first aid and handling aggressive behaviour. 22 fewer than in 2018. Protelco also saw fewer accidents in 2019,
notably thanks to better weather conditions than in 2018 when
4.1.2.2.4 Healthcare and personal protection there was much more snow during the year. 41% of the accidents
insurance recorded in 2019 were due to wrong body movements.
The Group provides its employees with various types of
healthcare and personal protection benefits. The personal
protection plan remained unchanged in 2019 to ensure the best
continuity of coverage for employees.
The components of the healthcare and personal protection
coverage in force for 2018, 2019 and 2020 are described below.
All employees in France have a supplementary health insurance
plan that provides top-up benefits in addition to the amounts

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Human resources data 4
The Group carefully monitors the frequency and severity rates of work accidents within all of its entities. In France, these rates were
as follows in 2019:

Frequency rate Frequency rate Severity rate

(Group) (1) (France) (1) (France) (2)

2019 17.15 22.26 0.96

2018 31.40 41.03 1.31

(1) Frequency rate = Number of work accidents with lost time × 1,000,000/Actual number of hours worked.
(2) Severity rate = Total number of days lost due to work accidents × 1,000 /Actual number of hours worked.

For the first time since iliad was formed, there was tragically a Enhancing physical working conditions 4
fatal accident within the Group in 2019. An investigation is under We seek to provide all of our employees with optimal working
way, which will help to identify the causes of the accident in conditions. To that end, we have been refurbishing both our
order to further reinforce the prevention measures in place. head office and regional sites since 2018, to improve workspaces
In line with its corporate culture, and to maintain the technical and adapt them to suit employees’ needs and enhance their
skills of its staff, iliad has always favored in-house expertise. wellbeing.
As a result, it decided to employ its own roaming technicians
and FTTH rollout/connection personnel, who are grouped Employee assistance services
within Protelco, Free Infrastructure and Free Réseau. These
We place great importance on giving everyday support to our
three entities therefore make up a large proportion of iliad’s
employees. This takes various forms, such as helping employees
overall headcount. The specific nature of these employees’
experiencing financial or psycho-social difficulties, providing
work leads to a high number of non-severe accidents, which
stress prevention programs, and regularly launching information
are nevertheless carefully monitored and for which the Group
campaigns, with contributions from a range of different people
provides support. In view of the above, the Group has chosen to
(HR representatives, the occupational physician, trainers, health
present its accident frequency rate both including and excluding
& safety officers, managers, etc.).
Protelco and Free Réseau, in order to provide more meaningful
comparisons with other operators in its industry. In 2018, for example, HR launched a special communication
campaign over several months to prepare employees for
the “pay-as-you-go” income tax system came into effect on
January 1, 2019.
4.1.3 WORKPLACE WELLBEING
4.1.3.2 Actions implemented
In line with our corporate values, ensuring the wellbeing of
our people is an absolute priority. Working conditions are a
4.1.3.2.1 The “Workplace Wellbeing” HR project
key factor in employee engagement and therefore the Group’s
overall performance. Launched in 2018, the Workplace Wellbeing project has
encouraged a more shared and cross-business approach to
wellbeing within the Group. A number of Group-wide events
4.1.3.1 Policy have now been held, such as iliad’s first Workplace Wellbeing
For many years the Group has had a pro-active strategy of week that took place in 2019.
continuously improving its employees’ working conditions, with In view of the positive feedback from this project, the working
a view to creating an environment that is propitious to wellbeing group in charge of it has now become a permanent task force
at work. This strategy focuses on three key areas: responsible for jointly drawing up a Workplace Wellbeing policy
tailored to the Group’s needs. Its remit for creating this policy
Organizing working time includes bringing together all stakeholders involved in the
overall issue of workplace wellbeing.
Our aim at iliad is to continuously improve our work organization
methods and encourage flexible working arrangements. We In addition to addressing general aspects, the project team is
have made it a policy to let employees organize their working looking into more specific issues, including helping entities to
time with a large degree of flexibility and independence. reach out to one other and share skills and expertise, jointly
develop skill sets, create employee meet-up spaces, and pool
In addition, with this same aim of giving employees the best
resources.
work/life balance, each Group entity has adopted measures
concerning the right for workers to “disconnect” – i.e., not to
engage in work-related electronic communications – outside
working hours. These measures, implemented following talks
with employee representatives, take the form of collective
agreements that not only set out best practices but also
encourage rest and recuperation, vigilance over workloads, and
reasonable and proper use of communication tools (professional
messaging and chat systems and/or a company telephone).

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The project team’s work involves several phases: to the employees’ vote. The three projects that received
the most votes were then given financial support from the
(I) developing interpersonal trust and group cohesiveness;
Foundation;
(II) creating a shared vision of workplace wellbeing;
 a monthly induction breakfast organized and led by the
(III) observing and analyzing existing workplace wellbeing Group’s executive team for new recruits. Xavier Niel is
practices, leading to a diagnostic report and present at these breakfasts, enthusiastically leading question
recommendations; and answer sessions with the new starters.
(IV) based on these recommendations, drawing up a Group
Workplace Wellbeing policy; 4.1.3.2.2 Employee surveys
(V) implementing and monitoring this Workplace Wellbeing HR survey
policy at the Group’s head office and regional sites.
This recurring survey on employee sentiment and workplace
Various events that boost employee wellbeing are now regularly wellbeing is designed to gain insight into the employee
held within the Group, either in individual entities or across experience and measure the employee satisfaction and
the organization as a whole. As well as being sociable and fun, engagement rates. The feedback from the survey enables the
wherever possible these events are organized with the help of Group to assess its workplace wellbeing policy.
partners from the sheltered employment sector, which was the
Launched in late 2017 (for the first surveyed entity), it
case for most of the events in 2019.
was continued until the summer of 2019, and covered
The events and initiatives organized in 2019 included: 7,960 employees from 13 Group entities, with an overall response
rate of 68%. The findings were reported in 2019 and formed
 the Workplace Wellbeing Week, from June 17 to 21, with photo
the basis of action plans that will continue into 2020, involving
exhibitions, a music show organized and performed by Group
managers, human resources teams, other staff members and
employees, healthy breakfasts served by a company from the
employee representative bodies. The contact centers – which
sheltered employment sector, an employee survey about
accounted for five of the 13 entities surveyed – responded to
employees’ vision and expectations of workplace wellbeing,
the survey via the “Great Place to Work” contest. The responses
and round table discussions – particularly on psychosocial
from the call centers were then aggregated with those of the
risks organized in partnership with our service provider,
eight other entities.
Alliance – but also on sport, nutrition and other subjects;
This survey gives us detailed information from the operational
 events organized for European Disability Employment
front-line about numerous key areas, such as:
Week from November 18 through 24, including a specific
communications campaign, a presentation of the Group’s  employee commitment and engagement;
disability correspondents, round table discussions, sporting
 job interest and satisfaction;
tournaments and more. Several interns with disabilities were
also taken on by the Group;  feeling of belonging;
 “Three Kings’ Cake” and “Pancake Day” events organized in  company strategy;
conjunction with a partner from the sheltered employment
 working conditions;
sector;
 workplace safety;
 children’s Christmas party as well as special “FreeMousse”
and “FreeKids” days;  effectiveness of available procedures and tools;
 at the contact centers: Freedays, F2days and Fiberdays, the  feeling of equality in career development;
Free Race, the Best Performers days, and annual conferences  compensation policy;
with prestigious speakers such as Christian Clot, Raymond
Domenech, Professor Saldmann, Philippe Gabilliet, and  career prospects within each employee’s entity and the
Michel Podolak; Group as a whole;
 at F-Distribution: launch of a newsletter called “One Team  management practices;
Mag”, sent to the teams at the Group’s head office and Free  work relationships in general;
Centers;
 independence, participation and trust of coworkers;
 manager Days, organized twice a year, bringing together
Free Center managers. One is held in the winter, to which  inter-team relations and ability to have in-depth discussions;
Free Center deputy managers are also invited, and the other  dissemination of information and internal and external
is held in the summer, with the best sales person from each communication.
Free Center invited. These Manager Days are an opportunity
for managers to connect directly with iliad’s executive The overall satisfaction rate is 70%, with especially good results
team about the Group’s results and objectives as well as to for certain areas such as “Workplace safety” (81% satisfaction),
share knowledge and create inter-store links. And they are “Independence, participation and trust of co-workers” (77%
also times for building skills thanks to special theme-based satisfaction), and “Feeling of belonging” (76% satisfaction).
workshops; Areas identified for improvement particularly include
 a call for projects launched by the Free Foundation in May, “Effectiveness of procedures and tools made available to me”
concerning the non-profit organizations employees wished (60% satisfaction), “Inter-team relations within my entity” (57%
to see being supported. A total of 34 projects were proposed, satisfaction), and “Compensation policy” (56% satisfaction).
11 of which were short-listed by the Free Foundation and put

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4.1.3.2.3 Actions to prevent absenteeism 4.1.3.2.5 Support for parent employees
Concrete processes are in place to prevent absenteeism, with
Maternity
particular focus on absenteeism related to psycho-social risks
and stress. Several Group entities have adopted measures aimed at offering
expectant mothers more flexible working hours. For instance:
For example, iliad organizes stress prevention and management
training for line managers and HR managers in order to help them  before an employee goes on maternity leave a meeting is
handle stressful situations that may arise within their teams as held with her line manager and a human resources manager
well as the related psycho-social risks, and to give them practical to prepare for her departure and discuss her planned return
solutions for preventing these risks and mitigating any impacts date and any impact on her working conditions;
that may materialize.  each working day is reduced by 30 minutes as from the third
Steps have been taken to identify under-staffed teams. This month of pregnancy and by one hour as from the sixth month;
approach has enabled the Group to forward plan job and skills  work schedules for expectant mothers are prepared carefully,
requirements, and put in place a proactive recruitment strategy. making sure they take a lunch-break, and line managers
are asked to generally take a more relaxed approach to
4
In addition, a specific procedure has been implemented in the
contact centers to help employees returning to work after an respecting working hours;
extended period of absence. Assistance is provided both during  the employees concerned can have specific meetings with
their absence and on their return so they can come back to work their line managers and a human resources manager to
in the best possible conditions. discuss their rights, if they so wish;
Lastly, the Group’s workplace wellbeing policy also helps to  the Group does all it can to accommodate requests from
reduce absenteeism as members of the various HR teams employees to work part time;
are specifically tasked with listening to employees who are
experiencing difficulties, supporting and partnering managers,  a meeting can be organized in the ten days following
and identifying and training designated members of staff to deal the employee’s return to work in order to discuss her
with situations of sexual harassment and sexist behaviour. back-to-work conditions.

4.1.3.2.4 Labor agreement on the right to disconnect Early childhood services

The Group has a contract with the private nursery company
Some of the Group’s entities – including Protelco, Free Réseau,
Babilou in France. This contract was entered into following
Scaleway, and the iliad UES – have signed an agreement with
the signature of the agreement concerning the annualization
their representative trade unions which sets out employees’
of working hours in order to give Group employees access to
rights to disconnect outside working hours and highlights best
nursery places at flexible times. Babilou’s emergency daycare
practices. The objective of these agreements – in addition to
service is particularly useful, providing a back-up solution when
meeting the applicable legal requirements – is to empower
the usual daycare option is temporarily unavailable.
employees and encourage them to adopt sensible and courteous
behaviour and best practices when using work communication Since 2015, our employees in Morocco have benefited from
tools (which also means knowing how to switch off in the office Group-funded measures to help with their daily working lives,
in order to concentrate on a complex matter, not treating all with access to a nursery that can take up to 88 children. The
e-mails with absolute urgency, using out-of-office messages and Group pays for two thirds of the running costs of the nursery,
only sending messages to the recipients concerned rather than which it also furnished and fitted out.
to everyone).

4.1.3.3 KPIs
The Group’s overall absenteeism rate (excluding for long-term illnesses, work accidents, authorized absences and maternity leave)
decreased once again in 2019, coming in at 5.2% versus 5.5% in 2018. This rate corresponds to the number of hours lost due to
commuting accidents, common illnesses and unauthorized absences expressed as a percentage of the total number of hours actually
worked by the whole workforce.

2019 2018 2017

Total absenteeism rate within the Group 5.20% 5.50% 5.70%

The absenteeism rate is traditionally higher for subscriber headcount. As in 2018, the rise in headcount at Free Réseau was
relations teams than for iliad’s Unité Economique et Sociale accompanied by additional measures related to team-building,
(UES). For example, in 2019 the rate was over 6% at contact manager assessments and training. And its absenteeism rate
centers in France whereas it was only 4.7% for iliad  S.A. and was also helped by the work carried out by the HR manager
2.1% for Free Mobile. The rate increased slightly at Free Réseau appointed in 2018 to deal specifically with hiring, team
in 2019 (up 0.2  points), due to sharp year-on-year growth in monitoring and manager support at Free Réseau.

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4.1.4 TRAINING 4.1.4.2.3 Training new employees

Induction training is a key element of the Group’s human
New technologies are constantly emerging and taking root in resources policy. New employees are given an in-depth induction
companies. This means that employees need to adapt and be course, which can last up to seven weeks before the employee
given appropriate training. In the digital age, ensuring that our actually takes up their post for certain subscriber relations jobs.
people can build their skill sets, and that their capabilities are The overall aim is to train new hires specifically in the skills and
adapted to market needs, is vital – not only for their individual expertise required for their particular jobs so that subscribers
motivation but also for the future of the Group as a whole. are always put into contact with specialists in their field and
therefore have the best possible subscriber experience.  All of
the induction courses provided by the Group are designed to
4.1.4.1 Policy prepare new starters for carrying out their future duties as well
The Group has set up a continuing professional development as they possibly can by ensuring that each and every one of
system that helps to further employees’ skills and expertise them has the skills and knowledge they require.
and enhance their employability (notably internally), while
The induction courses are given by in-house staff who have
maintaining high levels of engagement among teams.
on-the-job knowledge and have followed a “train the trainer”
Training also has to be structured around the strategic, social program. These trainers are assisted by Training Managers
and environmental goals of our businesses. The Group has who are responsible for monitoring the courses given and their
developed a wide range of training in the following areas: overall quality, and they are provided with training material
that is regularly renewed and updated in line with trends and
 technical domains specifically related to our businesses;
developments in each business. This training process has been
 health and safety; officially recognized as a vocational training program.
 subscriber relations; The induction courses in the Free Centers are followed by
an initial training program carried out in three phases: rapid
 management skills training and support.
learning, classroom-based learning and immersion sessions.
Training plans are continuously updated and expanded based Thirty-nine of these initial training programs took place in 2019.
on findings from employee surveys in order to align our training
courses with the needs identified by front-line operations staff. 4.1.4.2.4 Continuing professional development
The Talent Support Unit – comprising a team of experts in We also consider that it is particularly important to leverage
training and instructional design –, create and deploy a full array the knowledge of our most experienced people and share
of training programs which draw on various learning tools and their expertise. Consequently, the Training Unit has developed
methods. These include classroom learning, mixing traditional training sessions dedicated to certain functions (such as
methods with edutainment, e-learning, rapid-learning and business support training and specific training for team leaders
front-line training carried out in pairs during which employees and platform managers), which are led by specialized external
are required to deal with real-life situations, accompanied trainers. This approach helps enhance the quality of the service
by a mentor. This strategy enables the Group to adapt its provided.
training in line with constraints in terms of time and employees’
geographical mobility, as well as to tailor programs based on the In 2016 the Subscriber Relations Department opened a
particular skills that need to be developed and each employee’s Leadership Academy dedicated to detecting talent, sharing
pace and ways of learning. knowledge and skills, providing management training, compiling
“success kits” and mentoring new managers, all in the aim of
The different systems and processes put in place by the Group identifying potential managers, building skills and partnering
– including the induction training for new recruits and the employees who have recently been promoted to a managerial
Leadership Academy – all contribute to the Group’s continuous position.
professional development strategy.
During 2017, the Subscriber Relations Department in France
introduced a program dedicated to training and mentoring
4.1.4.2 Actions implemented female employees in order to help talented women move up to
the top subscriber relations posts. This program takes the form
4.1.4.2.1 Professional training reforms of several months of training through a combination of methods
such as continuing education courses, mentoring, brainstorming
The Group kept a very close eye on the introduction and
groups and peer learning. In view of the success of the first
impacts of France’s recent reforms to professional training. For
program in 2017, a second one was set up in 2018, which was
example, specific training was provided to HR Departments and
also offered to male employees. New educational resources
all managers throughout the Group in December  2018, in the
continued to be devoted to the program in 2019.
presence of professional training experts and representatives
from the Group’s various partner agencies that manage training In the Free Centers, a managerial training program has been put
taxes (OPCA). Full and clear explanations were given of the in place specifically for Store managers, aimed at developing
operational implications resulting from the reforms. The training their managerial skills. A total of 42 managers followed this
content was relayed internally to regional managers through training in 2019, which consists of three two-day modules with
information documents and a video recording of the training specific work scheduled between sessions.
session.

4.1.4.2.2 HR projects on training

The project begun in 2018 to create a Free University, drawing
on the expertise of all of the Group’s training specialists, is
expected to complete in 2020, with the University opening its
doors during the year.
We have also decided to create a new position of “Group
Training Officer” to accompany this project.

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4.1.4.2.5 Training in ethical and regulatory matters 4.1.4.3 KPIs
In order to train people who are particularly exposed to risks of In 2019, the Group provided over 530,000 hours of training,
unethical business conduct and to raise all of our employees’ equivalent to 51 hours per employee and up sharply on 2018.
awareness about the latest ethics issues, for the past 24 months,
we have organized specific classroom-based training courses Managerial training courses set up by Executive Management
and e-learning campaigns. Two of the main themes covered are in 2018 continued to be rolled out in 2019 in all of the Group’s
combating corruption and protecting personal data. entities and businesses.

Number Number Number

of training of training of training
hours/ hours/ hours/
Number Number Number Average Average Average average average average
of training
hours in
of training
hours in
of training
hours in
monthly
headcount
monthly
headcount
monthly
headcount
annual
headcount
annual
headcount
annual
headcount
4
2019 2018 2017 in 2019 in 2018 in 2017 in 2019 in 2018 in 2017

Total – France 356,200 243,054 260,500 8,273 7,587 7,464 46 32 35

Total – Outside
France 175,491 198,489 187,970 2,241 2,091 1,788 69 104 105

TOTAL 531,691 441,543 448,470 10,514 9,678 9,252 51 46 48

4.1.5 ATTRACTING AND RETAINING We also offer employees skills assessments to help them with
their mobility objectives.
TALENT
This overall approach encourages employees to develop their
Innovation cycles are becoming increasingly short in the digital expertise and strengthens their commitment to our subscribers,
field, which is why we need to constantly demonstrate our ability making it an excellent way of fostering loyalty.
to adapt. Having the right skills at the right time and in the right
place is essential to keep up our top-class innovative services 4.1.5.1.3 Employer brand
that stand out from the crowd. The Group’s markets are changing rapidly and it faces fierce
competition. At the same time, the expectations of new
4.1.5.1 Policy generations of workers are changing, with a much greater focus
on meaningful employment. This means that being seen as an
Recruitment is one of the Group’s strategic priorities and is vital attractive employer is extremely important for the Group.
for its growth and business development. That is why iliad’s
employment policy has for many years been rooted in actively Against this backdrop, we have launched a project in connection
managing careers, motivating and supporting employees, with our 2024 Odyssey Plan based on corporate culture and
recognizing and rewarding individual input, and building up a values. Among the project’s objectives are to raise the Group’s
strong employer brand. appeal to potential hires, make it more attractive as a potential
employer, and therefore ultimately to push up the quality of its
recruitments.
4.1.5.1.1 Employing young people
The Group’s culture is firmly rooted in the entrepreneurial
Our recruitment efforts are primarily focused on young talent,
mindset of its founder as well as the very positive brand image
who we support with an onboarding program (induction week,
that Free conveys as part of the Group. This gives our people a
ambassador program, etc.) and development initiatives. We
strong feeling of pride and belonging, and unites them around a
use professional training contracts and apprenticeships to help
shared mission and the same corporate values.
young people get onto the job ladder and prepare them for
work in the Group’s businesses. We also plan to develop our high
school internship program to teach young students about the 4.1.5.1.4 Compensation
different jobs we have to offer. Employee compensation is a strategic issue for the Group, and
For networks, subscriber relations and support services, the in 2019 the Executive Management team introduced several new
Group has a proactive training policy for new hires which measures:
goes hand in hand with its recruitment policy. The consistency  in order to involve employees more closely in iliad’s corporate
between these two policies lays the foundations for motivating mission and reward them for their contribution to the Group’s
employees and building their loyalty right from when they first performance, the first employee share ownership program
join the Group. “Up2Share” was set up in early 2019. Over 8,000 employees
in two countries were invited to purchase iliad shares on
4.1.5.1.2 Providing career development opportunities preferential terms, and the take-up rate was high, with some
3,000 employees becoming shareholders;
As well as providing training, we also take care to regularly offer
employees the opportunity to change tasks and responsibilities
during their career or even move to a different job altogether.
Various initiatives are put in place to encourage this internal
mobility (job forums, etc.).

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 nearly €11  million before tax was paid out in 2019 for 2018 The Mobility & Talent project
under incentive and profit-sharing plans, versus €8.5 million The Group’s first agreement on employment and skills planning
in 2018. The profit-sharing paid in 2020 (a significant was signed in July 2019. This marks an important step in creating
€25 million) reflected the Group’s strong 2019 results; shared bases for encouraging mobility within iliad.
 the Group is continuing to increase the number of beneficiaries We have decided to use an external system to help us identify
of share grant plans, with a total of 184 beneficiaries for the existing in-house skills and draw up our “employment and
2019 plan. skills” guidelines. This system – which will be rolled out in
2020 – will (i)  help HR managers to more effectively partner
4.1.5.1.5 Giving everyone a chance employees in their career development plans, (ii) help managers
Diversity, equal opportunities and non-discrimination are the to forward-plan and manage their skills requirements, and
focal points of our recruitment policy, and of our HR policy in (iii) help employees to be the driving force of their own career
general throughout employees’ careers with the Group. This trajectories.
approach is reflected in:
 the development of aptitude testing in recruitment;
4.1.5.2.2 Professional training contracts
and apprenticeships
 training recruitment staff on the social and professional
Professional training contracts are used at contact centers to
integration of people with disabilities.
train employees of all ages while adapting to each center’s
planning constraints. Work-study programs are also in place,
4.1.5.2 Actions implemented mainly aimed at people taking certification training courses
(technicians, computer programmers, developers, etc.).
4.1.5.2.1 HR projects to increase the Group’s In 2019, the Group hosted 336 work-study placements, mainly in
employer appeal the contact centers and network operations. Of these, 288 were
In order to help with these HR projects, in late 2019 we decided to on professional training contracts.
strengthen our HR teams by creating a Group HR Development In 2020, the contact centers of the M.C.R.A. UES will all be able
Officer. to hire new multimedia advisors under professional training
Various HR projects were launched in 2018 to increase the contracts. The training partner agencies, Atlas and Afdas, will
Group’s employer appeal, some of which were completed in support these centers in this experimental program, which
2019, whereas others were continued or turned into permanent leads to a vocational high-school diploma (Bac Pro) and whose
task forces depending on the findings of the initial projects. content has been wholly designed by M.C.R.A.’s Talent Support
unit.
The Culture and Values project F Distribution and Free Mobile are planning to introduce special
Working groups were set up towards the end of 2018, comprising job assistance training programs (POE) in partnership with the
members from the Group’s various entities, in order to work on French national unemployment agency and partner training
a cross-business basis on the Group’s corporate culture and organizations. Under this system, the number of training hours
values. Their work involved using projective methods to pinpoint can be increased without any additional costs to the employer,
the implicit and explicit fundamentals of culture and values. The which means that employers can offer jobs to people who have
following values were identified when the work was completed: never had a job or who have been unemployed for a long time.
Boldness, Autonomy, Flexibility and Effectiveness. The POE programs can cover up to 400 hours of training.

Recruitment and integration projects Free’s careers website, Free Réseau/Infrastructure intends to continue working in
external job forum, work on the Groups recruitment and conjunction with the professional training center, AFPA, and the
onboarding processes, and an ambassador experience program. GRETA network of continuous training centers in order to hire
new people through POE-type training programs. Additionally,
The main results of these projects were: the Group intends to pursue its partnership with the CFA
 the various recruitment and onboarding practices used by Ducretet apprentice training center in view of the good results
the Group’s entities and partners were identified, with a full achieved in 2019.
status report drawn up to serve as a basis for future action
plans in this domain and for negotiations of any related Individual job assistance program (POEI)
framework agreements; The POEI job assistance program is another way of helping
 an Applicant Tracking System software was set up in all disadvantaged job-seekers enter, or get back to, employment.
of the Group’s entities in France and Morocco, which will A  total of 87 interns were taken on by the Group under a
considerably improve recruitment processes, particularly by POEI-type program in 2019.
giving people within the Group more visibility about available
posts; 4.1.5.2.3 Retaining talent by recognizing expertise
 contacts have been made with various colleges and and encouraging internal mobility
universities, with digital as a priority. Two platforms are being Over half of the heads of the Group’s contact centers and its
used for these contacts: other entities, such as Certicall, Qualipel, Mobipel and Resolution
Call, started their career with the Group as contact center agents
 one for explaining and discussing the different job
more than a decade ago. These employees – who now oversee
pathways that the Group offers, with meet-ups between
more than 3,000 people – are a testament to the fact that we
our ambassadors and the students. 214 such meet-ups
have got our internal promotion strategy right.
have taken place on this platform;
 the other platform is used for posting available internships,
work-study placements and first-time jobs.

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In addition, the vast majority of the Group’s managers started Recruitment staff have also followed a specific training course on
out lower down in the organization before taking up a hiring people with disabilities, led by a specialized organization
management position, with some currently holding strategic in France (ADAPT). In line with the same objective of promoting
executive positions. employment opportunities for the disabled, the Group regularly
participates in disabled workers’ recruitment forums.
A total of 805 Group employees were promoted in 2019. This
mobility clearly shows how effectively the Group passes on its Firmly convinced that diversity is an opportunity and makes a
expertise internally, and serves as a strong symbol of its culture. vital contribution to broadening our talent pool, we have also
built up partnerships with specialized recruitment firms, such
In order to ensure that the mobility process is properly
as Mozaïk RH, a non-profit organization that supports and
respected, the ESP agreement signed in July 2019 sets out the
promotes diversity in recruitment.
rules applicable within the Group. In addition, employees can
access and apply for internal job vacancies through the intranet
4.1.5.3 KPIs
4.1.5.2.4 Training on non-discriminatory hiring practices
In 2018, Human Resources staff were given training on the risks
During 2019 the Group created some 811 jobs on permanent
contracts. At the year-end, employees based in France made up
4
of discrimination during the recruitment process, so that they almost 80% of the Group’s total workforce (unchanged from one
can advocate best practices in this domain. year earlier).
In addition, the Group uses simulation-based recruitment, which The Group’s strong growth over the last ten years has resulted
involve carrying out professional ability tests so that recruitment in a large number of hires, with headcount increasing four-fold
decisions can be based on applicants’ actual capacities for during that period. In recent years the intensified rollout of
performing a job, therefore ruling out any risk of discriminatory our fixed and mobile networks has led to a large number of
decisions. recruitments under permanent contracts.

12,000
11,052
11,000 10,076
10,000 9,711
8,900
9,000 8,556
7,901
7,731 7,760
8,000
7,164
6,876 7,142
7,000 6,506
6,046 Total
6,000 5,655 5,584 France
5,266
5,000 4,355 4,648 International
4,198 4,052
4,000 3,585

3,000 2,412 2,627

1,777 2,585 2,496
2,193 2,316
2,070 1,855 1,980
2,000 1,128 1,275 1,858 1,580 1,758
1,610
1,050 1,253
505 752 1,859 1,728
1,000 505 1,613
752 78 1,159
0 502

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

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At December  31, 2019, 96% of the Group’s total employment 4.1.6 VOLUNTARY OBJECTIVES
contracts were permanent. We take great care over our
recruitments for all employee categories and we favor permanent As well as the strict measures it has implemented to ensure that
rather than fixed-term contracts. This demonstrates our all of its entities comply with the applicable laws and regulations,
commitment to forging long-term relations with our employees iliad places great importance on employee relations, which it
and providing them with a stable employment situation. views as a major driver of its overall performance. The Group’s
In 2019 we had some limited recourse to temporary staff in order Executive Management team therefore takes care to create a
to meet short-term increases in business volumes, notably due constant dialog with its people in order to establish employee
to the launch of new products and services and the growth of buy-in.
new activities. In the same vein, we believe that diversity is a real strength for
the Group and can only be developed if our working environment
4.1.5.3.1 Breakdown of workforce by age is totally free from discrimination.
The Group is a responsible employer, and as such offers
employment opportunities for young people by giving them 4.1.6.1 Diversity, anti-discrimination and equal
their first job, the possibility of developing their skill sets, and
real prospects for in-house promotion and internal mobility. At opportunities – Policy
end-2019, over 1,400 of the Group’s employees (i.e., almost 13%
of its workforce) were aged under 26, and 60% of the workforce 4.1.6.1.1 Diversity
was under 35. Thanks to the wide diversity of its profiles and the 67 nationalities
Most of these young recruits left school at eighteen or after two of its 11,052  people, the Group has a strong corporate culture
years of higher education, and were taken on above all for their built up around a shared passion – technological innovation.
motivation, skills and ability to perform a particular job. Once We have put in place measures to encourage recruitment in
they have joined the Group they are then given in-house training regions where jobs are hard to find, including participating in
so they can upskill in their particular field. the “job bus” campaigns launched in underprivileged areas.
We work closely with the French national unemployment
agency, notably as part of the POEI individual job assistance
program described above. And we regularly open our doors
> 60 years to people from the Ecole de la deuxième chance, which offers
2019 opportunities to young people who had difficulties at school.
56-60 years These events allow the students to meet and talk to our people,
2018 who can explain their own career paths to offer inspiration, and
51-55 years 2017 our HR teams can give them advice and assistance through role
play recruitment interviews.
2016
46-50 years
4.1.6.1.2 Respecting human rights
41-45 years The Group respects the principles of the Fundamental
Conventions of the International Labour Organization (ILO)
36-40 years
and promotes the human rights principles set out in the United
Nations’ Universal Declaration of Human Rights.
31-35 years
Consequently, it has undertaken to (i)  respect the right to
26-30 years freedom of association and protect the right of collective
bargaining (the Freedom of Association and Protection of the
20-25 years Right to Organise Convention (no. 87) dated July 9, 1948, and
the Right to Organise and Collective Bargaining Convention
< 20 years (no.  98) dated June  8, 1949); and (ii)  combat all forms of
forced labor and child labor (the Abolition of Forced Labour
< 18 years Convention (no. 105) dated June 25, 1957, and the Worst Forms
of Child Labour Convention (no. 182), dated June 17, 1999).
0 500 1,000 1,500 2,000 2,500
These commitments are implemented in compliance with local
regulations in the different countries where iliad operates.
4.1.5.3.2 Breakdown of workforce by gender We are also vigilant about respecting the principles of equality,
Women represented 26% of the Group’s workforce in 2019. The diversity and non-discrimination, both within our Group and in
proportion of women working in the Group’s contact centers was our wider stakeholder ecosystem.
higher than the overall proportion of women in the workforce, The Code of Ethics distributed to all employees and available on
representing 43% at December 31, 2019. the Group intranet lists our commitments to human rights.

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Human resources data 4
4.1.6.1.3 Disability all of which has totally changed the Company’s perception of
The Group pro-actively seeks to recruit people with disabilities. disability in general. The number of people with disabilities
working at Protelco has gradually increased, with the proportion
In 2018, a project focused on this policy was launched in the of disabled workers representing 3% of the total workforce at
Human Resources Department, overseen by a specific project end-2019. This is the result both of recruitments and information
coordinator. The underlying aim of the project is to identify all communicated to existing employees about what actually
of the disability initiatives taken throughout the Group, suggest constitutes a disability.
local or Group-wide actions and implement monitoring and
support systems for Workplace Wellbeing Committees. In 2020, the entities making up the iliad UES began negotiations
about an agreement on disability issues, which could be
Since 2019, the people working on this project, and particularly presented to the French Labor Inspectorate in March 2020.
those responsible for the Group’s mission handicap disability
support unit, regularly hold meetings to share information 4.1.6.1.4 Gender equality
about the different projects and events under way and the
disability-related agreements entered into within the Group. The Group respects the principle of gender equality by
applying a fair policy in terms of recruitment, access to training, 4
Specific examples of the measures we have put in place are compensation and promotion. In line with our corporate values,
described below: we have always sought to reward employees equally, and we
 raising awareness among our employees through training, take care to ensure equal pay for men and women who carry out
events and other initiatives; equivalent jobs and have the same levels of skills, responsibility
and performance. The gender pay gap in France for both
 encouraging the recruitment of people with disabilities and managerial and non-managerial staff has decreased steadily
supporting them in their jobs. over the past few years.
The Company-level agreements signed within the Group have
also led to specific measures designed to help our disabled
4.1.6.2 Actions implemented
workers. For example, we adapt workstations and use flexible
working hours to facilitate working life for employees with In 2018, several initiatives were launched to promote gender
disabilities; equality:
 broadening the ways in which we work with people with  an ethics platform was created for reporting cases of
disabilities. harassment;
As part of our continuous efforts to enhance our services and  anti-sexist behaviour and anti-discrimination representatives
make them available to as many people as possible, we have were appointed in all Group employee representative bodies
worked with a group of visually impaired people to make and HR teams.
the Free portal easier to use for subscribers with the same  as required under the applicable regulations, the names of
disability. Similarly, our help-desk platform for people with these representatives were posted at company sites, and
hearing loss or a hearing impairment has been in place for they were given training in 2019.
several years now, and for the past few years we have offered
a new job category for video consultants who have hearing
loss or a hearing impairment in order to assist subscribers 4.1.6.3 KPIs
with the same type of disability. When the platform was first
On February  28, 2020, the Group reported its results on
set up, the people working on it contributed to a project to
differences between pay for men and women. All entities
translate some of the Group’s specific terms into French Sign
achieved a score of over 77  points out of 100, except for
Language, which involved creating new signs;
Jaguar Network, which has only recently joined the Group. This
At Protelco, a company-level agreement on disability was first performance demonstrates the success of our equal pay policy,
signed in 2015 and renewed three years later. Through this with most entities scoring higher than in 2018.
agreement, Protelco has turned disability into a “non-issue”
We will pursue this policy in the coming years and will continue
by fully integrating it into its everyday operations, recruiting
to ensure that pay is totally fair and not dependent on people’s
people with disabilities, and adapting workstations accordingly,
gender or personal situation.

2019 2018

iliad UES 77 points 76 points

Protelco 94 points 76 points
M.C.R.A. UES 89 points 84 points
Jaguar Network 41 points -
Online 92 points -
F-Distribution 97 points -

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 4 NON-FINANCIAL PERFORMANCE
Environment

4.2 ENVIRONMENT
With a view to making constant progress in containing the place a new method for tracking our emissions, developed with
environmental impact of our activities, we have set up a the help of an expert firm specializing in the energy transition.
continuous improvement program, which has three main The comparative data for 2018 have been restated to reflect
objectives: (i)  reducing the direct and indirect environmental the changes introduced in 2019. The year-on-year differences
footprint of Freeboxes; (ii) lowering the amount of fine particles presented in the following sections take into account this
emitted by our vehicle fleet; and (iii)  optimizing our energy change in method.
consumption – for our networks (mobile, FTTH, datacenters,
The Group’s Scope  1 and 2 emissions totalled 56,800 tonnes
etc.) and buildings – which goes hand in hand with our policy of
of CO2 equivalent in 2019, up 30% on 2018 due to changes in
partial use of clean energy sources.
the Group’s structure, with the inclusion of iliad Italia’s results,
The Environmental and Sustainable Development Committee which represented 9,000 tonnes of CO2 equivalent. Based
is responsible for overseeing this policy, under the aegis of on a comparable scope with 2018, emissions for the Group’s
Executive Management. activities in France rose by a reasonable 11% to 47,860 tonnes
of CO2 equivalent in 2019, due to the intensive rollout of the
The Group is continuing its energy efficiency efforts and in view
mobile network, a larger vehicle fleet and growth in the hosting
of the changes and diversification in our business, we have put in
business.

THE GROUP’S CO2 EMISSIONS: BREAKDOWN OF SCOPE 1 & 2 EMISSIONS (IN %)

SCOPE 1: 27.5% OF TOTAL EMISSIONS

9.9%
Electricity consumption 0.4%
by hosting activity Gas-fuel oil
(datacenters)
25.5%
0.2% Company vehicles
Electricity
(others)

1.6%
Refrigerant
gas
60.5% 1.9%
Electricity
Electricity
consumption
consumption
by fixed and
in buildings
mobile network

SCOPE 2: 72.5% OF TOTAL EMISSIONS

Scope 1 emissions are the Group’s direct emissions, i.e., 4.2.1 THE ENVIRONMENTAL FOOTPRINT
emissions associated with the automobile fleet, fuel oil
consumption and refrigerant leakage. Scope 2 emissions are OF FREEBOXES
the indirect emissions produced in providing our services,
mainly the electricity consumption of our fixed and mobile To reduce the environmental footprint of Freeboxes, action has
networks, our datacenters and Group buildings. to be taken right across the value chain, from design, through
each production phase, and up to shipment to the subscriber.
The direct environmental impacts of Freeboxes relate to (i) their
manufacture and reconditioning, (ii) upstream and downstream
logistics, and (iii) management of Waste Electrical and Electronic
Equipment (WEEE). The indirect impacts correspond to the
energy consumed by subscribers when using their Freeboxes.

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Environment 4
4.2.1.1 Policy Since 2015, when it launched the Freebox mini 4K, Free has
been shifting towards smaller Freebox formats. The release
The Group is focusing on two main areas in its drive to reduce in December  2018 of the Freebox One, which combines the
the environmental footprint of its Freeboxes, namely managing functions of two boxes in one, is a perfect illustration of this
the circular economy and lowering the emissions from upstream strategy. These compact-format boxes also use less electricity
and downstream logistics operations. than the Freebox Revolution.

Managing the circular economy The Freeboxes and related accessories (cables, remote
controls, gamepads and plastic covers) that are recovered are
Design and production reconditioned in the Group’s Freebox manufacturing plants in
France or elsewhere in Europe before being redispatched for
The Group has its own R&D center which helps it ensure
use by another subscriber. Any defective equipment is repaired
end-to-end management of eco-design and production
at the same plants and any components that cannot be reused
processes. The use of recycled materials is included in its
are recycled. The Group’s Freebox teams have introduced a
production specifications as well as reducing the amount of raw
materials used in packaging.
polishing process so that the plastic cover on the Freebox
Crystal no longer systematically has to be changed when it
4
is reconditioned. In addition, around 80% recycled plastic is
Extending the useful life of products and reconditioning used when the cover on the Freebox Revolution is changed.
equipment Leftover ground plastic is sold to other industries that can use
Whenever subscribers terminate their subscription, the the material for their own purposes, such as garden or street
Freeboxes and their accessories have to be returned in good furniture. And as part of our responsible corporate citizenship
working order, failing which the subscriber is required to pay strategy, we have set up three-way agreements with special
a penalty. This means that electronic equipment from old organizations that support the employment of disabled workers
Freeboxes can be used to make new ones, and many Freeboxes (Établissements et Services d’Aide par le Travail, or ESAT), under
are now reconditioned to be used by other subscribers. which the organizations reprocess cables that are then quality
controlled by the Group’s plants.
Waste recycling
The Group also pays particular attention to reducing subscribers’
The Group ensures compliance with the applicable regulations electricity consumption from the use of its products so as to
on recycling the waste generated by its activities. All waste minimize its indirect environmental impact and also lower
generated by the Group’s manufacturing operations – which subscribers’ energy bills. For example, the set-top box for the
make up the largest proportion of its total waste by volume – Freebox Revolution has a deep-sleep mode enabling electricity
is sent to waste disposal providers, where it is fully recovered consumption to be reduced to less than 0.5 Wh, which is
and/or recycled in accordance with the applicable European 30  times less than the previous generation. We are currently
standards and regulations. working with our suppliers to cut down the time it takes for the
Freebox to re-start from the deep-sleep mode (which would
Reducing emissions from upstream and downstream enable it to automatically go into deep-sleep mode as soon as it
logistics operations is switched off) or to program when the Freebox switches into
deep-sleep mode depending on the subscriber’s usage patterns.
Multimodal transport For managing its waste, the Group uses registered waste
The Group has opted to use the most environmentally-friendly disposal providers to recover its WEEE, which is collected and
means of transport for its logistics operations. Consequently, recycled in accordance with the applicable legislation. The Group
air freight is only used in exceptional circumstances and we are also works with ESAT organizations to disassemble its finished
working on massively reducing our use of road transport. goods, sort materials and optimize recycling and recovery by
certified specialist firms. Electronic cards are crushed and
Optimizing deliveries burned in furnaces at different temperatures to recover raw
The Group’s supply-chain objective is to avoid small, fragmented materials, particularly metals (copper, etc.)
deliveries, which push up its carbon footprint. That is why we
are increasingly pooling deliveries of Freeboxes at pick-up 4.2.1.2.2 Optimizing packaging
points near subscribers’ homes. These new solutions have led Our research teams have designed packaging made only of
to a larger number of retail partners being incorporated into the biodegradable materials and recycled paper. It is shaped and
Group’s CSR strategy. sized in line with the boxes it contains, which reduces both empty
space and the amount of paper required. Freebox packaging is
4.2.1.2 Actions implemented also optimized in terms of weight and volume and is designed
to be resistant throughout the boxes’ life cycle and ensure its
primary function of maintaining quality standards in transport.
4.2.1.2.1 Eco-design of Freeboxes and waste
recycling From a logistics perspective, the reduced volume of packaging
means that more boxes can be transported in one delivery
The current generation of Freeboxes are more multi-functional
journey. This reduces the packaging used by the service
than their predecessors and can be used instead of several
providers responsible for transporting Freeboxes, as well as the
other devices (e.g., DVD and Blu-RayTM players, speakers and
carbon footprint related to such transport.
hard drives). Therefore, thanks to our innovation strategy and
the numerous capabilities integrated into our products, we are
helping to scale back the overall amount of equipment used by
consumers, which in turn lowers the carbon impact of all devices
employed by end-users.

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 4 NON-FINANCIAL PERFORMANCE
Environment

For several years now, the Group has also sought to design Optimizing deliveries
attractive packaging and encourage users to keep and return The Group is pursuing its efforts to reduce the number of deliveries
it. The new packaging can be used to return Freeboxes (on to subscribers’ homes and encourage the use of pick-up points.
cancellations or for after-sales services and exchanges) or can We have developed partnerships with specialized companies
be kept by subscribers for their own use. that have very good national coverage so that Freebox delivery
and return points are located near subscribers’ homes.
4.2.1.2.3 Upstream and downstream logistics
Our network of Free Centers also has good nationwide coverage,
Optimizing transportation comprising 81 stores at end-2019 and offering another effective
way of pooling shipments of Freeboxes and accessories.
Loads are optimized by packing more into containers and trucks.
The format of the loading pallets used has been standardized in The Group has also continued its partnership with a specialized
order to enhance the surface area/energy ratio. The Group also transport company that can deliver to subscribers’ homes at a
strives to eliminate empty running, with only full trucks going pre-agreed time. The transporter notifies the subscriber of a
out on the roads. We now use reusable plastic shipping pallets two-hour delivery window in order to avoid repeated delivery
which has increased the truck fill rate by about 30% and at the attempts. If the subscriber knows they will not be at home,
same time reduces waste by minimizing the use of wooden they can give the driver another delivery date and time slot.
pallets and cardboard packaging. The Group also delivers small, low-value parcels in mailboxes to
reduce the rate of failed first attempts.
In order to reduce inventories, costs and CO2 emissions,
multiservice platforms have been set up from which products We have started to involve our main business partners in our
are distributed in an optimal way to end-customers (via local CSR approach. For example, our main supply-chain partners
stores, pick-up points or home deliveries). are now required to provide us with greenhouse gas emissions
reports.
In a constant bid to reduce distances traveled, the Group’s
logistics sites are located as near as possible to unloading and
distribution points, i.e., as near as possible to subscribers and 4.2.1.3 KPIs
road freight providers.
Another way transport distances have been optimized is by 4.2.1.3.1 Waste production and management
reducing the number of links in the supply chain, with certain Waste generated by Freebox – which accounts for most of the
products shipped directly from the logistics platform to the Free Group’s overall waste production – that was recycled on its
Centers. behalf was as follows in 2019:

Multimodal transport  1,022 tonnes of plastic;

Multimodal transport – which combines road, rail, sea and, very  1,075 tonnes of electronic waste;
occasionally, air transport – helps contain energy consumption  38 tonnes of scrap metal;
and greenhouse gas emissions.
 222 tonnes of cables and wires.
Despite longer timeframes and more complex tracking
processes, sea freight is the Group’s standard form of transport The tonnage of industrial waste recycled for Freebox, which
for its Freeboxes as it is less polluting than other means of generates the most waste by volume, was 19% higher than in
transport. This has meant that the teams at Freebox have had 2018, demonstrating the Group’s focus on giving its equipment
to develop highly efficient systems for anticipating order levels. a second life. The recycled waste represented 41% of Freebox’s
total waste production, attesting to Group staff ’s effective
For overland and inter-site transport requirements, Freebox management of industrial waste.
was a pioneer in its industry by using rail for part of the freight
journey, as this is less polluting than road transport. Our aim is
4.2.1.3.2 Logistics
for trucks to be used only for the few legs of the journey where
rail transport is impossible. iliad has more control over upstream freight (from the supplier
to the Group) than over downstream freight (from the Group to
the subscriber), which is mostly based on road transport, for lack
of alternatives. The Group makes it a rule to minimize air freight,
which accounted for less than 1% of total shipment volume in
2019. This was 0.8% lower than in 2018, clearly showing how we
have enhanced our supply management processes. As a result,
the CO2 emissions generated by transport between Freebox
production or reconditioning plants and the Group’s logistics
platform fell by 13% in 2019, despite higher transport volumes.
The Group does everything it can to use more energy-efficient
means of transport, such as transport by waterways or rail,
whenever possible.

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Environment 4
4.2.2 AUTOMOBILE FLEET 4.2.2.2.2 Optimizing travel for roaming technicians
The IT system for scheduling the appointments and journeys
In 2019, growth in business levels due to network rollouts and of roaming technicians aims to reduce energy consumption
call-outs to subscribers’ homes led to an increase in the Group’s and CO2 emissions by minimizing the distances between
vehicle fleet. At the year-end it stood at almost 4,200 vehicles, each appointment. The table below lists the system’s various
over 200 higher than one year earlier. Optimizing the automobile functionalities.
fleet is one of the Group’s key priorities as it accounts for a third
of its total CO2 emissions.

ROAMING TECHNICIAN
4.2.2.1 Policy
The Group’s policy for its automobile fleet focuses on three main
areas:
 renewing the automobile fleet: Group policy for short Functionality Aim 4
distances is to use more environmentally-friendly vehicles
to reduce the fleet’s carbon intensity and fine particulate Technician’s first appointment Optimize journey between
emissions (nitrogen oxide) per kilometer traveled; of the day is located as close home and deployment area
as possible to the vehicle
 optimizing travel for roaming technicians: the Group seeks to storage point
reduce energy consumption and CO2 emissions by minimizing
the distances between each appointment; Server automatically Optimize the day’s routes
calculates distances between
 developing alternatives to the use of cars: the Group each appointment
encourages employees to choose the least-polluting modes
of transport and to use videoconferencing facilities and Slot any new appointments Optimize the distance
conference calls whenever possible. into the previously calculated between each appointment
route

4.2.2.2 Actions implemented

4.2.2.2.1 “Green driving” program PLANNING MANAGEMENT TECHNICIAN

Four years ago, the Group launched a large-scale campaign to
renew its automobile fleet as part of its green driving program.
We solicited offers from various suppliers for the renewal of our
entire automobile fleet with a view to reducing both our CO2
Functionality Aim
emissions and fuel consumption. In order to reduce the quantity
of fine particulate emissions (nitrogen oxide) we decided to
Creation of a scheduling Optimize the day’s routes
migrate our entire diesel-powered fleet to vehicles that meet
procedure that proposes
Euro 6 standards and have start-stop technology.
the best routes when
Currently, the average fuel consumption of the automobile fleet appointments are changed
is less than 5 liters per 100km.
Creation of a graphic Optimize routes with the aid
The Group also uses electric vehicles and had about 17 within presentation of routes, with of a visual tool
its fleet at end-2019, all of which were allocated to datacenters. sectors differentiated by color
They are available to employees and are primarily intended for
short journeys given their lower mileage range than traditional
vehicles. 4.2.2.3 KPIs
We are looking into the possibility of increasing the proportion of
electric vehicles in the coming years and of replacing SUV-type Average vehicle emissions
vehicles by vehicles with lower CO2 emissions.
The Group’s automobile fleet included almost 4,200 vehicles at
Lastly, as part of our green driving program, eco-driving lessons end-2019, over 200 more than one year earlier.
have been made available to employees who use their car for
The higher proportion of gasoline-powered vehicles and utility
work.
vehicles within the fleet led to a slight increase in average CO2
emissions per vehicle between 2017 and 2018, from 113g of CO2/km
to 115g of CO2/km. In 2019, however, the figure remained
unchanged year on year, at 115g of CO2/km per vehicle.

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 4 NON-FINANCIAL PERFORMANCE
Environment

4.2.3 NETWORK ENERGY CONSUMPTION

The Group’s business activities (fixed and mobile electronic With the current strong growth in usages and rollouts, network
communications) have a relatively limited environmental energy consumption rose in 2019 and will continue to do so in
impact compared with other industrial activities. However, the the coming years, due notably to the ongoing rollout of the FTTH
infrastructure deployed by the Group, which is at the heart of and mobile networks and the growing datacenter business.
the digital economy, is fairly energy-hungry.

NETWORK ENERGY CONSUMPTION: SHARE OF ELECTRICITY CONSUMPTION BY TYPE OF NETWORK (IN %)

3.8%
Core network
14.9%
Datacenters

33.5%
ADSL network

44.5% 3.3%
Mobile network FTTH network

Network electricity consumption for 2019 totalled 827  GWh, Datacenters

up 108 GWh compared with 2018 due to the Group’s FTTH and With a view to ensuring that its energy policy complies with
mobile network rollouts and growth in hosting activities. industry standards, the Group respects the requirements of the
The energy consumed by the Group’s networks accounts for EU Code of Conduct on Data Centre Energy Efficiency, which it
two-thirds of its total CO2 emissions and is therefore a major signed up to in 2012. In addition, staff at our hosting subsidiaries
priority. These emissions relate to: are educated about environmental issues and take measures to
optimize and reduce energy consumption.
 electricity consumption, which accounts for almost all of the
networks’ CO2 emissions;
 the use of refrigerant gas to cool infrastructure for the core 4.2.3.2 Actions implemented
network and data hosting servers;
4.2.3.2.1 Fixed and mobile networks
 consumption of fuel oil (in very small quantities) to power
electricity generators in the event of electricity outages in The radioelectric equipment installed by Free Mobile is new
the above-mentioned infrastructure. generation, which is up to five times smaller and lighter than
previous generations and consumes 30% less energy. This has
enabled Free Mobile to keep the increase in its mobile network’s
4.2.3.1 Policy energy consumption at contained levels despite the strong
As part of its overall approach to reducing energy consumption, growth in its business as well as the recent rise in the use of
the Group has broken down electricity consumption by business 4G technology. Free Mobile’s teams are currently looking into
and identified improvement areas for each of those businesses. the possibility of switching off the high frequency bands at
sites in targeted geographic areas in order to reduce the mobile
network’s overall energy consumption without affecting service
Fixed and mobile networks quality. We are also managing to contain, and even decrease, the
We constantly aim to use the least energy-hungry equipment electricity consumption of our fixed networks, thanks to sharp
possible and work with our electricity suppliers to optimize our growth in the number of subscribers using FTTH – which is a
electricity management. much less energy-hungry technology than ADSL – combined
with the effect of upgrading and reducing the size of equipment,
such as frames.

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Environment 4
4.2.3.2.2 Datacenters In line with the Kyoto Protocol and EU Directive 2003/87/EC,
The datacenter activities carried out by Online – Scaleway are Online has launched a plan to gradually replace sulfur
ISO  50001 certified, demonstrating Online’s commitment to hexafluoride (SF6). This gas is currently used in traditional
energy management. Its most recent certification was obtained electrical switchgear, which will be replaced by vacuum
in 2018, following a renewal audit, clearly illustrating Online’s switchgear by 2026.
high-quality energy management system. Lastly, the Group has replaced traditional transformer oils by
The measures adopted to achieve energy efficiency and minimize natural ester triglyceride. In France, Online was the first operator
energy loss have made our datacenters highly innovative to introduce the large-scale use of this ecological oil which has a
structures in terms of electricity consumption. The technologies biodegradation rate of 99% after only 43 days.
used are detailed in an internal specifications document entitled In a bid to be as transparent as possible, the Group has decided
ECS 2.0. to publish the energy indicators for its datacenters in open data
In 2018, all of the electricity used by our datacenters was format and in real time on a dedicated website at http://pue.
certified as from hydropower sources. online.net.
4
The Group is continuing with its measures to boost the
energy efficiency of its datacenters. The DC2, DC3 and DC4 4.2.3.3 KPIs
datacenters, built according to the Group’s specifications, have The Group’s fixed and mobile networks, along with its
a Power Usage Effectiveness (PUE) rating of less than 1.4. A datacenters, account for two-thirds of its total CO2 emissions,
continuous improvement program was implemented for these and that proportion is likely to increase over the next few years.
three datacenters’ cooling systems, which represent a significant
proportion of their power consumption. These improvements Due to the forecast intensive rollout of FTTH and mobile
are primarily based on the free-cooling technique which uses networks and datacenters in the coming years, as well as the
outside air to cool IT infrastructures, as well as upgrading robust and rapid growth in demand for new usages (which is
primary infrastructure by using high-performing equipment. expected to continue with the arrival of 5G), the Group is aware
The Group estimates that these measures enable its datacenters of the difficulty of making any commitment to reduce its future
to save more than 14 GWh of electricity per year, representing energy consumption and CO2 emissions in absolute value terms.
approximately 650 tonnes of CO2 equivalent. However, the Group strives to keep its energy efficiency index
A new datacenter (DC5) with a total capacity of 20  MW low, and in 2019 it was 0.53 terajoules per euro of revenue,
was delivered in 2018 based on new specifications. Its PUE relatively stable compared with the 2018 figure of 0.50 terajoules
rating is less than 1.1, and it uses evaporative cooling to cool per euro of revenue. The Group expects this indicator to rise
its infrastructure without recourse to air conditioning or in the coming years due to continued network rollouts, but is
refrigerants. DC5 is the first site of this size in Europe to feature taking steps to keep it as low as possible.
this type of system. Energy savings compared to a traditional Similarly, for CO2 emissions, the Group considers that it is
datacenter exceed 20%. important to use a KPI that is appropriate for the emissions
The Group has developed an innovative technology capable related to its mobile network. It has therefore decided to use
of recovering and reusing the excess heat generated from the amount of CO2 emissions of its mobile network per gigabyte
the cooling of its datacenters. One practical example of this used by its subscribers, which is a figure that it is taking steps
approach is an energy recycling mechanism designed by the to reduce. In France, this indicator was 10g of CO2/GB for
Group for its DC4 datacenter that will ultimately use a heat 2019, versus 11.6g of CO2/GB for 2018. The Group has set itself
exchanger to supply heating for social housing. the objective of continuing to improve this indicator over the
coming years.

CO2 EMISSIONS OF THE MOBILE NETWORK PER GB USED (gCO2/GB)

gCO2/Go - FRANCE

15

12 11.61
10.04
9

0
2018* 2019

*2018 on a comparable basis

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 4 NON-FINANCIAL PERFORMANCE
The Group’s role in society

4.3 THE GROUP’S ROLE IN SOCIETY

4.3.1 BUSINESS ETHICS AND DUTY In order to continuously improve our compliance program and
factor in any changes in regulations or new expectations from
OF CARE PLAN our stakeholders, the Code of Ethics is reviewed and updated
every year. Now two years old, the Code of Ethics is due to
The business environment is constantly changing, with ever-more undergo a complete overhaul in 2020 with a view to further
vigilance over ethics and compliance. Over and above regulatory embedding the Group’s compliance culture.
compliance, our stakeholders themselves (including subscribers,
suppliers and employees) are becoming increasingly aware and
4.3.1.2.2 Risk mapping
mindful of these issues.
The risks and uncertainties of which the Group is currently
At iliad, ethical conduct and compliance are absolute aware and which it considers to be significant are described in
prerequisites, throughout our organization and at all levels. We Chapter 2 of this Universal Registration Document – Risk factors.
have adopted a strict ethics and compliance policy, not only
to meet the requirements of increasingly stringent regulations, A specific risk map has been drawn up for ethics and compliance
but also to prevent any reputational risk, especially in terms of risks based on the following methodology:
corruption.  risks relating to breaches of fundamental liberties, personal
health and safety, and environmental damage are identified;
4.3.1.1 Our ethics and compliance policy  risk factors and their probability of occurrence are defined
With a view to making the Group and its subsidiaries based on criteria adapted to our operations, such as business
standard-setters in ethics and compliance, iliad’s Executive sector or geographic location. Objective, authoritative
Management plays a driving role in defining and implementing a indicators are also used, such as Transparency International’s
strict ethics and compliance policy. Corruption Perceptions Index and the European
Commission’s official black and gray lists of non-cooperative
The Group Corporate Secretary set up an ethics and compliance tax jurisdictions with regard to matters involving tax evasion;
program tailored to the Group’s operational challenges, and in
2018 appointed a Chief Ethics & Compliance Officer to develop,  these risks are then analyzed, prioritized and weighted based
implement and monitor the effectiveness of the measures taken. on the revenue generated by the various Group companies
The Corporate Secretary ensures that sufficient resources are concerned;
allocated to this program.  existing formal or non-standard procedures are analyzed,
The fact that Executive Management is directly involved in ethics along with the impact of mitigation measures planned for
and compliance demonstrates its commitment to those issues. implementation in the following year, in order to estimate the
An Ethics Committee has been created on the same footing Group’s residual risk;
as the other Committees reporting to Executive Management.  this assessment is reviewed annually unless it needs to be
Made up of members from the Group’s various support functions, reviewed in the course of the year due to exceptional events
this Committee is tasked with defining the main tenets of the or circumstances.
Group’s ethics policy and reviewing its compliance program.
4.3.1.2.3 Awareness-raising and training
4.3.1.2 Actions implemented An awareness-raising and training plan has been developed on
preventing ethics and compliance risks, which includes both a
The Group’s commitments are put into practice through
classroom and an e-learning module.
actions tailored to its goals and challenges, with the overall
aim of preventing, mitigating and eliminating any risks of Over 300 Group employees in France and Morocco have
non-compliance. taken the classroom training courses since 2018, and nearly
2,000 employees have already followed the e-learning module
4.3.1.2.1 Code of Ethics since it was launched in 2019.
The Code of Ethics forms the cornerstone of our ethics and The primary aim of these training modules is to spread a culture
compliance program. This document sets out the Group’s ethics of compliance throughout the Group. They outline identified
policy and the principles and behaviour required in order to act risks and the main principles set out in the Code of Ethics.
ethically and in full compliance with the applicable laws. Its aim The scenarios in the e-learning module describe situations that
is to avoid any ethics or non-compliance risks for our employees, were discussed during the initial classroom training sessions to
the Group or any other stakeholders. better reflect the reality faced by operational staff in preventing
Widely distributed within the Group and at its subsidiaries, the ethical risks.
Code of Ethics is annexed to the Board of Directors’ Internal
Rules and is available to all employees at any time on the Group’s
intranet and its dedicated ethics and compliance website:
https://compliance.iliad.fr.
The principles laid down in the Code of Ethics are relayed
through in-house information campaigns and specific training
plans.

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As well as being annually updated, the modules are revised However, changes in environmental regulations can sometimes
whenever there is a substantial change in Group policy or the result in us no longer being able to use the technical or
legal and regulatory context. technological solutions offered by certain suppliers or
sub-contractors. This means that we need to approve alternative
4.3.1.2.4 Gifts and invitations solutions and be ready to implement them if needed. And we
also need to be ready to change our supply chain and upgrade
Although giving and accepting gifts, invitations and signs of
our manufacturing resources where required, with the ensuing
hospitality may be commonplace in the world of business, the
costs and delays that such changes can entail.
practice may carry risks that all of our staff members know how
to identify and avoid. This awareness is supported by iliad’s
system for reporting and monitoring gifts and invitations, and 4.3.2.1 Our responsible purchasing policy
large-scale communication of best practices to be adopted, to
ensure that everyone makes the right choices. While we take great care to provide our subscribers with quality
products and services, we also take into careful consideration
After being compiled and analyzed, reported gifts and
invitations are used in the annual review of iliad’s risk map to
the CSR performance of our partners and all of the links in our
supply chain. We have put in place a responsible purchasing
4
update operational factors. policy to help us meet these aims while at the same time
ensuring full regulatory compliance.
4.3.1.2.5 Whistle-blowing procedure Sustainable development is an essential component of our
The Group has implemented a whistle-blowing procedure in purchasing policy, on par with price and quality. In practice, this
accordance with the French Sapin  II Act on anti-corruption policy involves:
measures, and local regulations applicable in the countries
 integrating CSR into the purchasing process;
where the Group operates. The procedure is designed for
reporting corruption, violations of duty of care, and cases of  taking steps to reduce CO2 emissions in a number of different
harassment and discrimination. The whistle-blowing procedure ways, such as by adapting needs, incorporating eco-design
can be viewed on the Group’s compliance website. principles into Freeboxes, optimizing logistics and replacing
part of the automobile fleet with electric vehicles;
In practice, valid cases are verified following the steps described
in the whistle-blowing procedure, making sure to protect  guaranteeing satisfactory working conditions that respect
the whistle-blower. Statistical monitoring about how cases fundamental human rights in our supplier relations;
are handled is also performed in order to determine where
 working with suppliers that comply with International Labour
improvements can be made.
Organization conventions and human rights principles;
 constantly striving to protect the health and safety of
4.3.1.3 KPIs end-consumers;
All new employment contracts entered into in 2019 referred to  guarding against obsolescence.
the Code of Ethics, which is annexed to the Board of Directors’
Internal Rules. This indicator was unchanged from 2018.
4.3.2.2 Actions implemented
Sharing common values is essential to building and maintaining
lasting partnerships and business relations. That is why our
4.3.2 RESPONSIBLE RELATIONS policy is to involve our stakeholders in an assessment and
continuous improvement approach which aims to achieve
WITH  OUR SUPPLIERS exemplary performance in key issues, including business ethics,
environmental protection and respect for labor and human
In view of our activities as a telecoms operator and a supplier of
rights.
data hosting solutions, we work with many different suppliers.
In order to ensure that we have responsible relations with our We assess the CSR performance of a group of strategic suppliers
suppliers and to secure our supply chain, we strive to build selected from the most sensitive activities and based on the risk
solid, lasting partnerships with the companies we work with, map. The selection covers the Group’s various purchasing units,
underpinned by a shared aim of continuous improvement. from the supply chain to the purchase of devices to network
rollouts.

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The Group’s role in society

Once the assessment is carried out and the supplier’s score 4.3.3 RESPECT FOR OUR SUBSCRIBERS
analyzed, a plan is implemented to guide stakeholders through
a list of prioritized recommendations on the measures necessary AND CITIZENS’ RIGHTS
to ensure our partners’ compliance with our ethical standards.
Digital technology is playing an increasingly important role in
all aspects of everyday life. It is affecting our lives in multiple
MONITORING AND IMPLEMENTATION
areas, at home and in family life, at school or university, or at
In 2018, the Group carried out its first selection of strategic work. And it is leading to changes in our lifestyle, especially
suppliers, drew up the relevant criteria and set up the assessment entertainment and well being. It is also creating new paths for
platform. an increasing number of economic sectors - automotive, home
automation, healthcare, financial services, energy, retail and
In 2019, the first assessments were performed on a panel of many more. The business model of major Internet companies is
suppliers representing over 50% of the Group’s expenses. The based on monetizing data that they collect and cross-reference
results of the assessments showed that 64% of the respondents using new solutions such as Big Data and, increasingly, artificial
have ISO  14001 certification and 96% obtained scores higher intelligence. Against this backdrop, users, i.e., citizens, have
than their respective industries’ average. very high expectations in terms of the quality and reliability of
In 2020, the selection criteria will be revised to increase the telecom networks and the protection of their personal data, all
number of partners assessed. of which means they need to have a relationship of trust with
their operator.
Suppliers are selected for the assessment based on a map of
ethics and non-compliance risks. This map combines criteria
such as business sector, geographic area, business volume and 4.3.3.1 Our policy for protecting users’ rights
indices defined by recognized NGOs such as Transparency
and personal data
International’s Corruption Perceptions Index.
Our CSR goals include transparently informing consumers about
Assessment results are used at several stages in iliad’s business
our business activities. That is why we make sure that we act as
relations: during the supplier approval process, calls for tenders,
a responsible operator on a daily basis, both for our customers
purchasing decision-making, and the annual review of the
and our prospects, by implementing policies and actions in the
Group’s ethics and compliance policy. Suppliers assigned an
following two key areas:
unsatisfactory score may be asked to make proportionate
improvements. Results will also be used for statistical purposes  protecting personal data;
to improve the management of our responsible purchasing  informing and protecting vulnerable populations.
policy.
What happens if a supplier doesn’t participate 4.3.3.1.1 Protecting personal data
in the assessment?
Technological progress goes hand in hand with data protection
The business relation is moved to a watch list, and additional requirements that are becoming more and more challenging. In
verifications are carried out to obtain assurance that the supplier order to keep up with, and adapt to, these changes, the Group
is compliant with our responsible purchasing policy. Cooperation has put in place a governance system specifically dedicated
in conducting these assessments and, more broadly, compliance to protecting personal data. This system is coordinated by a
with our responsible purchasing policy is an essential factor in network of personal data protection officers, appointed for each
the quality of our business relations. of the Group’s businesses and entities.
A process to harmonize supplier assessment procedures was By sharing expertise among multi-disciplinary teams we can
launched in 2019 with the support of a specialized sustainability obtain a 360° view of how data is being processed in practice
ratings platform, EcoVadis, which bases its rating methodology and can see where action plans are needed.
on ISO 26000.
We are also committed to fostering an environment of trust and
security rooted in the following:
4.3.2.3 KPIs  ensuring that every data processing transaction is compliant;
The service providers selected for the 2019 CSR assessment  ensuring we have our subscribers’ consent to process their
campaign account for over 50% of the Group’s expenses. data;
 transparently informing our subscribers of how their personal
data is processed;
 ensuring that our subscribers can verify their personal data
and can effectively and easily exercise their rights.
To make sure that its employees fully understand these issues,
the Group has set up a specific training plan and provides them
with appropriate support systems.

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The Group’s role in society 4
Respecting the Group’s values concerning personal data This service enables subscribers to allocate specific rules to
protection is also an essential criterion when it comes to each of the peripheral devices connected to their network, such
selecting which partners to work with. as authorizing or restricting Internet access at specified times,
or completely prohibiting access for any unauthorized device
Protecting personal data is an absolute priority for the Group
(MAC address filtering).
as a whole, with each and every one of our people sharing the
same objective of setting the highest standards in terms of Additionally, Freebox Revolution, mini 4K, Delta or One
protecting subscriber privacy. subscribers can use a WiFi planning function to enable or
disable their WiFi service at specified times.

4.3.3.2 Actions implemented

The Group attaches great importance to guaranteeing security
4.3.3.3 KPIs
for its subscribers and protecting their personal data. This is In 2019, almost 1,200 executives and managers (i.e., 60% of the
a major preoccupation that has led us to make a number of Group total) followed advanced-level training on personal data
strategic choices for our fixed and mobile telephony services
and Internet access activities, as well as for our subscriber
protection. 4
This is a new KPI.
management platforms.
Our exacting standards are clearly illustrated in the fact that:
 the Group’s strategic equipment manufacturers are all based
in Europe or form part of the Group (Freebox); 4.3.5 OUR COMMITMENTS TO SOCIETY
 wireless connections (WiFi, mobile) are always encrypted AND COMMUNITIES, AND
using the latest algorithms;
RESPECTING HUMAN RIGHTS
 oversight and operation of equipment is carried out in-house
with secure, authentication-based access control; Promoting equal rights and opportunities is one of our key
commitments as a corporate citizen. Not only is this a regulatory
 subscriber relations platforms are managed internally at
requirement but it is also becoming an increasingly strong
Group level by dedicated structures to ensure that personal
expectation from society at large and is clearly reflected in the
data is not relayed to external parties;
Group’s corporate values.
 the Group prefers to develop its information systems
in-house;
4.3.5.1 Our community outreach policy
 access to data bases containing subscribers’ personal
information systematically requires authentication, with The Group’s community outreach policy is mainly illustrated in
hierarchical access levels and archived authentication logs to the actions led by the Free Foundation. In line with the Group’s
ensure traceability. overall commitment to corporate social responsibility, one of
the key ways the Free Foundation has pursued its mission since
its formation in 2006 is by helping to bridge the digital divide,
4.3.3.2.1 Security solutions for all subscribers and promoting the development of open-source software. Its
Free offers all of its subscribers (both for fixed Broadband objective is to enable as many people as possible to have access
and Ultra-Fast Broadband and mobile services) an online to technology by providing several different forms of support.
personalized management interface (subscriber’s online area),
which can be used to securely manage the various aspects of
their subscription and connection. 4.3.5.2 Actions implemented
This interface – which is accessible through any Internet access
point after identification (user name/password) – can be used
4.3.5.2.1 The Free Foundation
to allow personal contact information to appear in directories, (I) Financial support for charities and other
restrict the caller-ID function on calls, and filter incoming,
non-profit organizations
outgoing and unwanted calls.
With a €250,000 budget allocated each year, the Free
Foundation helps vulnerable populations access digital skills and
4.3.3.2.2 Informing and protecting vulnerable
technology by financing projects to teach and train them in using
populations IT tools. Every year, some 30 non-profit organizations in France
Free has designed and put in place a number of different and around the world receive an average grant of €10,000. In
solutions aimed at protecting vulnerable populations from 2019, 12 projects were co-financed by the Foundation, including:
inappropriate content.
FRÉQUENCE ÉCOLES
In its television interface, it has set up a parental code system
to protect vulnerable populations. This code is initialized in the This organization acts as a support for dealing with changes
subscriber’s online personal space, which only the adult holder in media and digital usages, helping to build digital skills for
of the subscription can access using his or her user name and everyone. The Free Foundation particularly supported the Super
password. Demain and Super Demain hors-les-murs programs – two major
events organized in the Lyon region of France that involved talks,
Concerning Internet access, the FreeboxOS (for computers) workshops and entertaining ways of helping a wide audience
or the Freebox Compagnon application (for mobile phones) learn about digital media.
provides subscribers with a parental control service that can be
set up and configured remotely and in real time. SPORT DANS LA VILLE
Sport dans la Ville is France’s largest sport-based professional
inclusion organization. It has created a program called Job dans
la Ville – supported by the Free Foundation – that organizes
training, workshops, work-study placements and so on for
people from as young as 14. The aim is to help young people gain
access to qualifications and ultimately long-term employment.
Digital technology is a key part of the training provided.

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The Group’s role in society

TÉLÉCOMS SANS FRONTIÈRES (TSF) (III) Voluntary initiatives

Télécoms Sans Frontières (TSF) was founded in 1998 as the The Group takes part in numerous community initiatives and
world’s first NGO focusing on emergency-response technologies. encourages its employees to contribute to causes that reflect
During humanitarian crises it gives affected people the possibility iliad’s corporate values.
to contact their loved ones and begin to regain control of their
lives, as well as building rapid-response communications centers  Sidaction
for local and international responders. Every year for the past ten years, iliad has supported the
fundraising day organized by Sidaction for combating AIDS.
LA MAISON DU LIBRE ET DES COMMUNS As part of this support, the Group lends its premises for the
La Maison du Libre et des Communs is a space in the heart of event, calls on its employees to give up their weekend time
Paris that is open to all and designed to encourage innovation to help as volunteers to take donation pledges, broadcasts
and knowledge-sharing. It hosts free and open tech communities the Sidaction logo on Freebox TV and displays the Sidaction
who come together to share resources and create high-impact banner on the Free portal in order to rally as many people to
projects. the cause as possible. As it has done almost every year, Free
had its logo printed on condom wrappers and distributed
ASSOCIATION DU 8ÈME JOUR
them to its subscribers.
L’Association du 8ème jour set itself the mission of creating,
managing and coordinating a non-medical residential structure  support for humanitarian and charity organizations
intended to promote educational and social interaction for The Group’s contact centers raise their employees’ awareness
people with mental disabilities. Its objective is to help its of supporting charities and other non-profit organizations by
residents be as independent as possible in an environment that organizing clothing, food and toy collections, events for sick
is structured to reflect “ordinary” life. The association also has children (drawing, coloring and creativity workshops and
a project called Lutte contre illectronisme aimed at helping distributing snacks and gifts) in partnership with the Total
professional caregivers incorporate digital technology into their Call crèche.
jobs and adapt their practices accordingly.
 getting employees involved in voluntary initiatives
The Free Foundation also hosts and provides servers and
The Group promotes major social causes and encourages all
donates equipment, particularly to non-profit organizations and
employees to get involved in supporting them. The Certicall
community associations such as VLC and OpenFoodFacts.
contact center has created a specific page about the Group’s
CSR approach on its internal social network in order to obtain
(II) Change in the Foundation’s missions in 2019
its employees’ opinions and suggestions about this issue and
The most significant events of 2019 were as follows: Firstly, the encourage discussions.
Free Foundation’s website was completely overhauled. There
were several underlying objectives of this project, which was  blood donations
carried out with the utmost thoroughness. The website is the We organize blood donation days at our sites in partnership
Foundation’s showcase, a way of communicating its missions with regional blood transfusion centers and the Établissement
and a vehicle via which charities, non-profit organizations and Français du Sang. In parallel, we run an awareness-raising
other interested parties can find out about the Foundation and campaigns under the supervision of the occupational
get in touch. All the necessary information is now available on physician, explaining the benefits and objectives of giving
the website and it is easier to lodge application files. blood.
Employee commitment to the Foundation was a key priority for  academic support
the Group in 2019, so we launched a call for projects during the
year. Consequently, it was the Group’s employees who acted Certicall regularly participates in interview role-plays in
as the sponsors, putting forward the projects and non-profit a middle school in a disadvantaged area as part of an
organizations for the Foundation to fund, and who undertook to employee-preparation program organized by France’s
monitor developments in those projects. national unemployment agency. Under this program
companies receive government funding to provide training
After the applications were collected, all of the Group’s to jobseekers prior to them being hired, and/or to certain
employees were invited to vote on the project(s) they wanted employees under subsidized contracts. In addition, as part
the Foundation to support, and three projects were selected. of its policy of contributing to regional development, the
Various different tools were put in place to facilitate this call for Certicall site built up links with local higher education
projects, including an internally-created voting platform, so that establishments during the year.
all of the Group’s employees could participate.
4.3.5.3 KPIs
The funding that the Free Foundation gives varies significantly
from project to project, reflecting the widely different needs of
the organizations concerned. The Free Foundation funded a
total of 12 projects in 2019 compared with 23 in 2018.

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Report by one of the Statutory Auditors 4
REPORT BY ONE OF THE STATUTORY AUDITORS,
APPOINTED AS AN INDEPENDENT THIRD PARTY,
ON THE CONSOLIDATED NON-FINANCIAL
INFORMATION STATEMENT INCLUDED IN THE GROUP’S
MANAGEMENT REPORT
(For the year ended December 31, 2019)
4
This is a free translation into English of the Statutory Auditor’s report issued in French and is provided solely for the convenience
of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and
professional standards applicable in France.

To the Shareholders,
In our capacity as Statutory Auditor of iliad (hereinafter “the entity”), appointed as an independent third party and certified by COFRAC
under number 3-1060 rév.2 (whose scope is available at www.cofrac.fr), we hereby report to you on the consolidated non-financial
information statement for the year ended December 31, 2019 (hereinafter the “Statement”), included in the Group’s management report
pursuant to the legal and regulatory provisions of Articles L.  225-102-1, R. 225-105 and R. 225 105-1 of the French Commercial Code
(Code de commerce).

The entity’s responsibility

Pursuant to legal and regulatory requirements, the Board of Directors is responsible for preparing the Statement, which must include
a presentation of the business model, a description of the principal non-financial risks, a presentation of the policies implemented in
light of those risks and the outcome of said policies, including key performance indicators.
The Statement has been prepared in accordance with the entity’s procedures (hereinafter the “Guidelines”), the main elements of
which are available on request from the Company’s head office.

Independence and quality control

Our independence is defined by the provisions of Article L.  822-11-3 of the French Commercial Code and the French Code of Ethics
(Code de déontologie) of our profession. In addition, we have implemented a system of quality control including documented policies
and procedures regarding compliance with the ethical requirements, French professional standards and applicable legal and regulatory
requirements.

Responsibility of the Statutory Auditor, appointed as an independent third party

On the basis of our work, our responsibility is to provide a reasoned opinion expressing a limited assurance conclusion on:
 the consistency of the Statement with the provisions of Article R. 225-105 of the French Commercial Code;
 the fairness of the information provided in accordance with Article R. 225-105 I, 3 and II of the French Commercial Code, i.e.,
the outcome of the policies, including key performance indicators, and the measures implemented in light of the principal risks
(hereinafter the “Information”).
However, it is not our responsibility to comment on:
 the entity’s compliance with other applicable legal and regulatory provisions;
 the consistency of products and services with the applicable regulations.

Nature and scope of our work

The work described below was performed in accordance with the provisions of Articles A. 225-1 et seq. of the French Commercial
Code determining the conditions in which the independent third party performs its engagement and with the professional standards
applicable in France to such engagements, as well as with ISAE 3000 – Assurance engagements other than audits or reviews of
historical financial information.
Our procedures allowed us to assess the consistency of the Statement with regulatory provisions and the fairness of the Information:
 we obtained an understanding of all the consolidated entities’ activities, the description of the human resources and environmental
risks associated with their activities, and the resulting policies and their outcomes;
 we assessed the appropriateness of the Guidelines with respect to their relevance, completeness, reliability, objectivity and
understandability, with due consideration of industry best practices, where appropriate;
 we verified that the Statement includes each category of human resources and environmental information set out in Article L. 225-102-1 III;
 we verified that the Statement presents the business model and the principal risks associated with all the consolidated entities’
activities, including where relevant and proportionate, the risks associated with their business relationships and products or services,
as well as their policies, measures and the outcomes thereof, including key performance indicators;

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 4 NON-FINANCIAL PERFORMANCE
Report by one of the Statutory Auditors

 we verified, where relevant with respect to the principal risks or the policies presented, that the Statement provides the information
required under Article R. 225-105 II;
 we assessed the process used to identify and confirm the principal risks;
 we asked what internal control and risk management procedures the entity has put in place;
 we assessed the consistency of the outcomes and the key performance indicators used with respect to the principal risks and the
policies presented;
 we verified that the Statement covers the scope of consolidation, i.e., all the companies included in the scope of consolidation in
accordance with Article L. 233-16;
 we assessed the data collection process implemented by the entity to ensure the completeness and fairness of the Information;
 for the key performance indicators and other quantitative results that we considered to be the most important and for which a list
is provided in the appendix, we implemented:
 analytical procedures to verify the proper consolidation of the data collected and the consistency of any changes in those data,
 tests of details, using sampling techniques, in order to verify the proper application of the definitions and procedures and
reconcile the data with the supporting documents. This work was carried out on a selection of contributing entities/subsidiaries
– Free Réseaux, Free Mobile, F Distribution, Equaline and Resolution Call – and covers between 53% and 100% of the consolidated
data relating to the key performance indicators and outcomes selected for these tests;
 we referred to documentary sources and conducted interviews to corroborate the qualitative information (measures and outcomes)
that we considered to be the most important and for which a list is provided in the appendix;
 we assessed the overall consistency of the Statement based on our knowledge of all the consolidated entities.
We believe that the work carried out, based on our professional judgment, is sufficient to provide a basis for our limited assurance
conclusion; a higher level of assurance would have required us to carry out more extensive procedures.

Means and resources

Our work was carried out by a team of six people between December 2019 and March 2020 and took a total of three weeks.
We were assisted in our work by our specialists in sustainable development and corporate social responsibility. We conducted around
ten interviews with the persons responsible for preparing the Statement, representing the CSR Committee and the Human Resources,
Investment and Compliance Departments.

Conclusion
Based on our work, nothing has come to our attention that causes us to believe that the consolidated non-financial information
statement is not in accordance with the applicable regulatory provisions and that the Information, taken as a whole, is not presented
fairly and in accordance with the Guidelines.
Neuilly-sur-Seine, April 3, 2020

One of the Statutory Auditors

PricewaterhouseCoopers Audit
Thierry Leroux Pascal Baranger
Partner Sustainable Development Partner

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Report by one of the Statutory Auditors 4
Appendix: List of Information that we considered to be the most important

Key performance indicators:

Risk 1: Health and safety
 2019 work/commuting accident frequency rate
 2019 work/commuting accident severity rate
Risk 2: Workplace wellbeing
 2019 absenteeism rate
Risk 3: Training
 Change in the number of training hours per employee between 2018 and 2019
Risk 4: Attracting and retaining talent 4
 Percentage of permanent employment contracts in the workforce in 2019
Risk 5: Voluntary objectives
 Score achieved for differences between pay for men and women in 2019
Risk 6: The environmental footprint of Freeboxes
 Change in tonnage of industrial waste generated by Freebox between 2018 and 2019
Risk 7: Automobile fleet
 Average CO2 emissions of the automobile fleet in 2019
Risk 8: Network energy consumption
 Change in CO2 emissions between 2018 and 2019
Risk 9: Business ethics and duty of care plan
 Percentage of employment contracts entered into in 2019 that refer to the Code of Ethics, which is annexed to the Board of
Directors’ Internal Rules
Risk 10: Responsible relations with our suppliers
 Percentage of service providers selected for the 2019 CSR assessment campaign
Risk 11: Respect for our subscribers and citizens’ rights
 Change in number of Group employees who received training on personal data protection in 2019
Risk 12: Our commitments to society and communities, and respecting human rights
 Change in the number of projects that received financial support from the Free Foundation between 2018 and 2019

Qualitative information (measures and outcomes):

Risk 1: Health and safety
 Strengthening governance
 Occupational risk assessment document (Document Unique «Évaluation des Risques Professionnels”)
 Carrying out safety audits
Risk 2: Workplace wellbeing
 Workplace Wellbeing week
 Manager accountability training and regular staff monitoring
Risk 3: Training
 Posture coach training in Morocco
 Anti-corruption training
Risk 4: Attracting and retaining talent
 Agreement on the right to disconnect
 Social and Economic Committees
 Group agreement on employment and skills planning
Risk 5: Voluntary objectives
 Disability project
 Equal pay policy
Risk 6: The environmental footprint of Freeboxes
 Greenhouse gas emissions reporting

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 4 NON-FINANCIAL PERFORMANCE
Report by one of the Statutory Auditors

Risk 7: Automobile fleet

 Travel optimization system
Risk 8: Network energy consumption
 Energy consumption reduction (switch to fiber)
Risk 9: Business ethics and duty of care plan
 Distribution of the Code of Ethics to all employees
 Corruption risk mapping
Risk 10: Responsible relations with our suppliers
 Supplier assessments
Risk 11: Respect for our subscribers and citizens’ rights
 Fixed Internet connection survey in France
Risk 12: Our commitments to society and communities, and respecting human rights
 Changes to the Foundation in 2019

Quantitative information (measures and outcomes):

Risk 1: Health and safety
 318 work/commuting accidents
Risk 2: Workplace wellbeing
 70% iliad employee satisfaction rate
Risk 3: Training
 530,000 hours of training provided in 2019
Risk 4: Attracting and retaining talent
 96% of contracts were permanent in 2019
Risk 5: Voluntary objectives
 69 nationalities
Risk 6: The environmental footprint of Freeboxes
 80% of recycled plastic used
Risk 7: Automobile fleet
 16 electric vehicles
Risk 8: Network energy consumption
 Network electricity consumption for 2019 totaled 827 GWh
Risk 9: Business ethics and duty of care plan
 1,756 employees received ethics risk training
Risk 10: Responsible relations with our suppliers
 64% of respondents have ISO 14001 certification
Risk 11: Respect for our subscribers and citizens’ rights
 6,460 fixed Broadband and Ultra-Fast Broadband subscribers (in thousands)
Risk 12: Our commitments to society and communities, and respecting human rights
 12 projects funded in 2019

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 ANALYSIS OF THE GROUP’S 5
BUSINESS AND RESULTS

5.1 OVERVIEW 139 5.3 COMPARISON OF RESULTS FOR 2019

5.1.1 Breakdown of revenues 139
AND 2018 150
5.1.2 The Group’s main operating costs 142 5.3.1 Analysis of consolidated results 151
5.1.3 Capital expenditure and depreciation 143 5.3.2 Consolidated cash flows and capital
expenditure 156
5.3.3 Consolidated debt 157
5.2 SIGNIFICANT EVENTS OF 2019 147 5.3.4 Ownership structure at December 31, 2019 158
5.2.1 Group 147
5.2.2 France 148
5.4 ADDITIONAL INFORMATION 159
5.2.3 Italy 149
5.4.1 Strategic objectives 159
5.4.2 Events after the balance sheet date 159

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 5 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS

KEY CONSOLIDATED FINANCIAL DATA

In € millions 2019 2018

INCOME STATEMENT
Total revenues 5,332 4,891
Services revenues 5,115 4,692
EBITDAaL 1,654 1,755
Profit from ordinary activities 444 690
Profit for the period 1,726 330
Profit for the period attributable to owners of the Company 1,719 323

BALANCE SHEET
Non-current assets 13,384 9,960
Current assets 4,209 1,277
Of which cash and cash equivalents 1,593 181
Assets held for sale 563 15
Total assets 18,156 11,252
Total equity 5,231 3,606
Non-current liabilities 7,315 4,974
Current liabilities 5,610 2,672
Liabilities held for sale - -
Total equity and liabilities 18,156 11,252

CASH FLOWS
Cash flows from operations 2,186 1,693
Right-of-use assets and interest expense on lease liabilities – IFRS 16 impact (585) -
Capital expenditure – France (1,607) (1,555)
Capital expenditure – Italy (369) (261)
Capital expenditure – frequencies  (1)
(252) (605)
Net change in cash and cash equivalents – Group (excluding change in Net debt and dividends) 430 (1,444)
Dividends (59) (40)
Net debt 3,609 3,983

(1) Including €225 million in 2019 and €342 million in 2018 for Italy.

The Group has applied IFRS 16, Leases, since January 1, 2019 using the retrospective approach, without restating comparative prior
periods. The income statement, balance sheet and segment information have been adjusted accordingly.

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 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Overview 5
5.1 OVERVIEW

Over the last 20 years, the iliad Group (the “Group”) has experienced The following key performance indicators are used throughout
very strong growth in France, with numerous technological this management report:
and commercial developments. It has gone from being a fixed
EBITDAaL: profit from ordinary activities before depreciation,
narrowband Internet Service Provider to an integrated fixed and
amortization and impairment of property, plant and equipment
mobile Ultra-Fast Broadband operator. It is clearly focused on
and intangible assets, and impact of share-based payment
deploying the latest technologies and proposing straightforward
expense;
commercial offerings. In 2018, the Group expanded its geographic
reach to Italy, where it recruited over 2.8  million subscribers in Revenues invoiced to subscribers: revenues generated from the
its first year of operation. In 2019, it continued its brisk pace of sale of services to subscribers.
adds in Italy, with over 2.4 million new subscribers during the year,
bringing the total subscriber base to some 5.3 million at end-2019.
Consequently, in the space of 20 years, the Group has become one
of the leading electronic communications players in France and
Italy, with over 25  million subscribers, €5.3 billion in revenues in
2019 and more than 11,000 employees.
5.1.1 BREAKDOWN OF REVENUES 5
iliad  S.A. is the parent company of the iliad Group, which France
operates under the trade names of Free in France and iliad
in Italy. iliad S.A. has been listed on Euronext Paris (ILD ticker Fixed offerings (Broadband and Ultra-Fast Broadband)
symbol) since 2004.
In 2018, the Group put in place a new sales and marketing
Following the launch of its Mobile operations in Italy, the Group strategy based on a more rational pricing and promotions
now has two geographic segments: policy (for example, offering an automatic discount for the first
 France 12  months on its Broadband and Ultra-Fast Broadband plans
other than the premium plan). Building on this new approach,
Fueled by the success of its Broadband and Ultra-Fast Broadband in 2019 the Group focused its sales and marketing strategy on
offerings marketed under the Free brand, the Group has positioned (i)  differentiation through innovation, with the initial positive
itself as a major player in the French fixed telecommunications effects feeding through from the December  2018 launch of
market. In addition, since 2012 when it first launched its Mobile the Freebox Delta and the Freebox One, and (ii) fiber, where
offerings, the Group has become an integrated operator present its significant investments over the last ten years drove it to
in both the fixed (Broadband and Ultra-Fast Broadband) and record the highest number of Net adds on the French market in
Mobile segments. The Group’s success in these two segments 2019, cementing its status as France’s leading alternative Fiber
has been built on three fundamentals: straightforward offerings, operator.
excellent value for money, and innovation.
 Italy
The Group launched its Mobile telephony offering in Italy
on May  29, 2018 and had 5.3  million Mobile subscribers at
December  31,  2019. The Italian Mobile business generated
€427 million in revenues in 2019.

At December 31, 2019, the Group had five main fixed offerings (including two different plans for the Freebox Delta):

Freebox Freebox Freebox Freebox

Crystal mini 4K Revolution Freebox One Delta S Freebox Delta
INTERNET
 (10 GB  (10 GB
Optical Fiber    EPON Fiber) EPON Fiber)
xDSL+4G  
ADSL2+      
VDSL2     
WI-FI      
TV
Freebox TV (more than 220 channels) Optional     
Netflix Option Optional Optional   
Amazon Prime  
TV by CANAL Panorama (& myCANAL)   
4K-compatible  Optional 4K HDR 4K HDR 4K HDR
250 GB storage 250 GB 1 TB (optional) 1 TB (optional) 1 TB (optional)
Blu-Ray™ player 
Catch-up TV Optional     
VOD access option Optional     

(1) + 5 hours to Algeria and Tunisia

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 5 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Overview

Freebox Freebox Freebox Freebox

Crystal mini 4K Revolution Freebox One Delta S Freebox Delta
SOUND
Devialet sound system 
VOICE ASSISTANT
Amazon Alexa  
OK Freebox  
Google Assistant 
CONNECTED HOME
Home automation system   
Security package option Optional Optional
UNLIMITED CALLS
To more than 110 fixed-line destinations    (1)
 (1)  (1)
 (1)

To mobiles in Metropolitan France and

the overseas departments Option Optional
BOOKS, NEWSPAPERS
AND MAGAZINES
Bouquet Cafeyn by LeKiosk
Youboox One (free until Jan. 31, 2020) x

MONTHLY PRICE
First 12 months €9.99 €14.99 €19.99 €29.99 €39.99 €49.99
After 12 months €24.99 €34.99 €44.99 €39.99 €39.99 €49.99

(1) + 5 hours to Algeria and Tunisia

Depending on the eligibility of the subscriber’s line, Free’s offers  Free proposes the largest audiovisual offering in the
are compatible with the following Broadband and Ultra-Fast market, enabling its subscribers to access a television
Broadband technologies: service comprising some 600  channels in all. Freebox TV
has 220 channels in its basic package and the TV by CANAL
 Fiber (FTTH), which gives access to Ultra-Fast Broadband
Panorama package adds 60 more, 30 of which are exclusive
(up to 10 Gbps download and up to 400 Mbps upload);
to Freebox TV. Around 240 high definition channels are also
 ADSL, which allows subscribers to access the Internet at a available, as well as a catch-up TV service covering more than
speed of at least 2 Mbps and up to 22.4 Mbps in areas where 100 channels;
the local loop is unbundled, and 17.6 Mbps in non-unbundled
 Free offers numerous value-added services including
areas, depending on whether a subscriber’s line is eligible
Freebox Replay (its catch-up TV service), video on demand
(IP speeds);
(VOD), subscription video on demand, such as Netflix
 VDLS2, which gives subscribers in unbundled areas and with (S-VOD), subscription to pay-TV packages and channels
short lines speeds of up to 100 Mbps download and 40 Mbps (Canal+, beIN Sports, etc.) and video games. The TV by
upload; CANAL offer gives subscribers access to over 100 channels
on replay and 8,000 items of on-demand content on all types
 xDSL/4G which enables the xDSL signal to be bonded with a
of screen (smartphone, tablet, Xbox 360, Xbox One and PC/
4G signal in areas with low speeds, so subscribers can have
Mac). Freebox Crystal and Freebox mini 4K subscribers can
up to 10 times faster speeds than when using ADSL alone.
sign up to the Famille by CANAL offer and benefit from all of
Since September  24, 2019, the Group has also offered its the above channels, except for sports channels;
subscribers a 4G+ Box (for €29.99/month) which provides easy
 Free proposes new uses for households, such as unlimited
access to ultra-fast Internet. This offer is aimed at people located
access to newspapers and magazines via LeKiosk (Freebox
in areas that are not eligible for Fiber, where fixed-line Internet
Delta), Netflix (Freebox Delta and Freebox One) and voice-
speeds are low but there is good 4G+ coverage.
controlling their box using OK Freebox and Alexa (Freebox
Through the Group’s offerings, depending on the plan they Delta) and Google assistant (Freebox mini 4K). In 2018, the
choose, subscribers are given the following services: Group moved into the smart-home segment by adding a
 telephony: all subscribers have access to a telephone service smart-home hub (Freebox Delta and Freebox Delta S) as well
under which they can make calls through their Freebox to as a security pack for home surveillance;
fixed numbers in Metropolitan France (apart from short  hosting services, which correspond to (i) providing dedicated
numbers and special numbers), as well as to over 110  fixed servers to private individuals who wish to secure their data,
destinations outside Metropolitan France depending on the and (ii) website hosting and the purchase/resale of domain
terms of their plan. Additionally, various Group offers include names (services targeted mainly at private individuals and
free calls or packaged deals for calls to mobile numbers in very small businesses that have relatively low data storage
Metropolitan France; requirements). Hosting services are invoiced based on a
monthly or annual subscription depending on the type of
offer.

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 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Overview 5
B2B offerings In the first half of 2019, the Group strengthened its positioning
The Group’s hosting business is structured around three service in the B2B market by acquiring a 75% majority stake in Jaguar
areas, each of which is represented by a brand: Network for just under €100 million.

 hosting services, which correspond to providing dedicated

This acquisition will help the Group to address the B2B market
servers to SMEs that wish to secure their data. This service in France more widely by developing innovative and competitive
is invoiced based on a monthly or annual subscription access offerings and services. It will also create significant
depending on the type of offer; synergies for investment, innovation and know-how.

 colocation services, which consist of providing physical Mobile offerings

space in a data center, as well as the associated electrical
capacity, in order to house bays and servers that generally In 2019, the Group continued to focus on improving its
belong to end-customers; subscriber mix by increasing the proportion of subscribers on
the Free Mobile Unlimited 4G Plan. This notably entailed keeping
 cloud computing, which is a model enabling convenient, on- the intermediate plan first launched in 2018, which costs €9.99 a
demand network access to a shared pool of configurable month (€8.99/month until October 2019) for 12 months and then
computing resources. The Scaleway offering provides such switches automatically to the Free Mobile Unlimited 4G Plan,
access, with small virtual servers that can be scaled up to therefore boosting revenues invoiced to subscribers. Similarly,
dedicated physical servers. we pursued and stepped up our pro-active campaigns to migrate
subscribers on the €2 plan to the Free Mobile Unlimited 4G Plan. 5
At December 31, 2019, the Group had the following Mobile offerings:

€2 Plan Free Mobile Unlimited 4G Plan

Commitment No commitment No commitment

Calls (from France and the rest 120 voice call minutes (including to mobiles Unlimited (including to mobiles in
of Europe and the French overseas in the USA, Canada, the DOM and China, the USA, Canada, the DOM and China,
departments (départements and to 100 international fixed destinations) to 100 international fixed destinations,
d’outre-mer – DOM) to fixed and from the United States, South Africa,
and mobile numbers in France, Australia, Canada, Israel and New Zealand
Europe and the DOM) to fixed lines and mobiles in the same country
as the originating call and in Metropolitan
France)
Texts/MMS in Metropolitan France Unlimited Unlimited
and from Europe and the DOM
to Metropolitan France, Europe
and the DOM
Data 50 MB per month of 3G/4G data in France Unlimited 4G data in France (100 GB
and 50 MB usable in Europe and the DOM per month for non-Freebox subscribers) and
25 GB per month usable in Europe, the DOM
and 17 other countries
Price €2/month €19.99/month (€15.99/month for Freebox
subscribers)

The Group also has a special version of its Free Mobile Unlimited  renting a phone: subscribers can rent high-end
4G Plan – the Free 4G Series Plan – which costs €9.99 per smartphones for a minimum of 24  months. Depending
month for the first 12  months, before automatically switching on the type of phone chosen, the subscriber makes an
to the Free Mobile Unlimited 4G Plan (100 GB for non-Freebox initial payment of between €89 and €399 and then pays
subscribers). This plan includes fewer roaming destinations than a monthly rental fee of between €12 and €30 (again,
the standard Free Mobile Unlimited 4G Plan and less mobile data depending on the phone) over a period of 24 months. At
(50 or 60 GB depending on the package). the end of this period, subscribers can either return their
phone and get a latest-generation phone under a new
Sales of devices (mobile phones and Delta Players) rental agreement, or extend the rental period for their
existing phone.
 Mobile phones:
In all cases, the Group recognizes the corresponding revenue
The Group offers a selection of the latest mobile phones on when the phone is received by the subscriber.
the market. With a view to being as transparent as possible,
Free offers phones separately from its subscriptions, which  Delta Players:
means that subscribers can opt for whichever plan and As part of the Freebox Delta offering, subscribers also
phone they prefer, or can choose not to purchase a phone become owners of a Delta Player, which is invoiced at €480.
at all. Several different solutions are available for subscribers Subscribers can opt for whatever method of payment they
who choose to obtain their phone from Free: prefer from among the options available (cash payment or
 purchasing a phone and paying for it upfront, 4-month or 48-month instalments).
 purchasing a phone and spreading the payments (four In all cases, the Group recognizes the corresponding revenue
interest-free installments or 24  installments, depending when the Player is received by the subscriber.
on the model),

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 5 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Overview

Italy Currently, almost all of the Group’s DSL subscribers are fully
unbundled, for which the Group pays for the rental of the copper
The Group has had resounding commercial success in Italy since pair from the incumbent operator (€9.27/month and line) as well
it first launched its Mobile business there on May  29, 2018. It as maintenance costs.
ended 2019 with some 5.3  million subscribers, representing
around 7% of the Italian Mobile market (excluding M2M). (ii) Costs related to Fiber offerings
In May 2018, iliad Italia originally launched a single plan costing In very densely populated areas, as the Group rolls out its
€5.99 a month (unlimited calls and text messages, with 30 GB/ network it is offering its subscribers in eligible areas the option
month of data in Italy and 2 GB/month in Europe) plus a €9.99 of migrating to a Fiber offering. The gross margin and EBITDA
SIM card activation fee. The Company subsequently upscaled its margin on Fiber offerings are higher than DSL margins as the
offer, proposing 40 GB/month for a monthly cost of €6.99. Since Group no longer has to pay for the rental of the copper pair
September 6, 2018, iliad Italia has offered a plan costing €7.99/ from the incumbent operator. The Group’s objective is therefore
month (price still applicable at end-2019) which includes: to maximize the proportion of Fiber subscribers in eligible areas
 unlimited voice calls (i) to mobiles and fixed lines in Italy, where technically feasible.
mobiles in the United States and Canada and over 60 In areas where the fiber rollout is covered by co-financing
international fixed destinations and (ii) from Europe to fixed agreements and public initiative networks (“PINs”), the business
lines and mobiles in Italy and Europe; model applied by the Group until 2019 has been changed by
 unlimited text messages in Italy and from Europe to Italy and the partnership entered into with Infravia in February 2020 via
Europe; Investissements dans la fibre des territoires (“IFT”, in which iliad
holds a 49% stake – see Section 1.3.ii below). Until 2019, in order
 50 GB/month of 3G/4G/4G+ data in Italy and 4 GB/month of to optimize its capital expenditure, when certain geographic
data in Europe. areas became fiber-ready, the Group sometimes had to choose
This no-commitment plan – which also includes services such whether to pay rental fees on top of the capital outlay it was
as voice mail, caller display and checking data usage – has no already investing. In such cases, the operating costs borne by
hidden costs and is guaranteed for life. It was primarily designed the Group were higher than in cases when it co-invested. From
for subscribers who want the freedom to call and have 4G/4G+ now on, the Group will automatically lease its fiber infrastructure
data access at a very competitive price. The plan includes mobile from IFT, with IFT in charge of co-investing. This new model
data in Europe and unlimited minutes of international calls. results in average operating costs that are generally higher than
for the model used until 2019, but this effect is offset for the
The Group also proposes a plan centered on voice calls at the Group by optimized capital expenditure and good visibility of
cheapest price in the Italian market for this segment, which its cost structure.
includes:
 voice call minutes in Italy and to over 60  international Main operating costs of the Group’s Mobile offerings
destinations, including fixed lines and mobiles in the USA and
Canada, as well as from Europe to fixed lines and mobiles in (i) Mobile call and text message termination charges
Italy and Europe; The applicable termination charges in 2019 were €0.74 cents for
 unlimited texts/MMS in Italy and from Europe to Italy and mobile voice calls and 1 euro cent for text messages.
Europe;
(ii) Roaming charges
 40 MB of 4G/4G+ data and an additional 40 MB of roaming
in Europe. The Group has to pay roaming charges for the 2G and 3G
roaming services provided to it in France, which are defined
The Group’s Italian offering also includes a selection of the in a roaming agreement signed with the country’s incumbent
latest Apple iPhones (iPhone  XR, XS, XS  Max, 11 and 11  Pro). operator (Orange) in 2011. This agreement was extended
With a view to being as transparent as possible, iliad Italia offers in June  2016 to enable Free Mobile to gradually stop using
phones separately from its mobile subscriptions, which means the Orange network for 2G/3G roaming services, notably by
that subscribers can opt for whichever plan and phone they progressively and substantially reducing the maximum Internet
prefer, or can choose not to purchase a phone at all. speeds provided to roaming subscribers (currently capped at
384 kbps). The extension of the agreement with the gradual
reduction of Internet speeds is intended to provide for an
organized termination of the roaming services, notably for
5.1.2 THE GROUP’S MAIN OPERATING subscribers who have 2G devices and for the residual areas
where Free Mobile’s network is still in the rollout phase. In this
COSTS gradual termination mode, the costs of the roaming agreement
are no longer material in relation to the Group’s overall financial
position.
France

Main operating costs of the Group’s fixed offerings

Italy

(i) Costs related to DSL offerings MOCN (Multi-Operator Core Network) roaming
There are different types of operating costs related to the DSL agreement
offerings proposed by the Group depending on whether or not The Group has to pay roaming charges for the roaming services
subscribers are unbundled, i.e., whether their communications provided to it in Italy, which are defined in a Multi-Operator Core
are carried on the Group’s own network (outside the local Network (MOCN) agreement signed with Wind/Tre in 2016. This
loop) or are covered by a wholesale offering proposed by the agreement enabled the Group to offer all-technology services
incumbent operator. with nationwide coverage immediately as from the launch

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 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Overview 5
of its Mobile operations in Italy. It has an initial five-year term All of the above items (Freebox modems, access fees and
renewable for a further five-year period at the Group’s initiative. logistics costs) are depreciated over a period of five or seven
This technical solution for connecting up Wind/Tre’s radio years.
equipment to the Group’s core network creates a more effective
and optimal flow of traffic between the two networks compared Rollout of a Fiber network
with a more “conventional” roaming solution.
Optical fiber – which has long been used by electronic
The charges provided for in the roaming agreement include (i) a communications operators for long-distance links  –  has
fixed portion corresponding to the purchase of a right to use a established itself as the fastest, most reliable and most powerful
certain capacity during the initial period of the agreement (which transmission technology available. It enables data to be
is recognized as capital expenditure in accordance with IFRS), transmitted at the speed of the light signal passing through the
and (ii) a variable portion based on volumes used (minutes, SMS, fiber and consequently offers speeds of several hundred Mbps
MMS, data, etc.). The volume-based variable portion represents and even much more. It is the use of this technology that has
the majority of the roaming charges paid by the Group. driven the surge in Internet usage worldwide. An optical fiber
Margin levels depend on the total number of subscribers, the network with high upload and download speeds enables a
volume of traffic carried on the Group’s network, and subscriber variety of multimedia services to be used simultaneously.
usage patterns, particularly for mobile data. The Group’s The Fiber rollout is a logical extension of iliad’s strategy of
objective is therefore to maximize the proportion of traffic
carried directly on its own network, by deploying its own sites.
investing in the deployment of its own infrastructure with the
aim of raising margins and profitability. 5
The regulatory framework applicable to rolling out the optical
Mobile call and text message termination charges fiber local loop differs depending on the geographic areas
The Group also pays mobile voice call and text message concerned.
termination charges in Italy. Termination charges for mobile voice
calls are regulated and amounted to €0.90 cents per minute as (i) Very densely populated areas (approximately
from January 1, 2019 compared with €0.98 cents per minute in 7 million lines)
2018. Text message termination charges are not regulated. In decision no.  2013-1475 dated December  10, 2013, ARCEP
(the French regulatory authority for electronic and postal
communications) issued a list of 106  municipalities that it
classified as “very densely populated areas”. In these areas,
5.1.3 CAPITAL EXPENDITURE each operator is responsible for rolling out its own network
up to shared access points, which are generally located inside
AND DEPRECIATION buildings. The in-building cabling is then shared by the operators.
The Group is rolling out its own infrastructure in very densely
France populated areas, which requires:
 acquiring and fitting out premises to house optical nodes
Broadband (DSL offerings) (ONs);

(i) Transmission network and unbundling the local loop  carrying out horizontal rollouts, which consist of laying optical
fiber cables between the ONs and the shared access points.
Having laid over 139,000 km of fiber, the Group has rolled out one The Group’s horizontal rollout phase is being undertaken using
of the largest IP networks in France, both in terms of coverage (i)  the accessible galleries of the underground wastewater
and traffic volumes. The Group draws on this extensive network network in Paris, and (ii)  the incumbent operator’s access
to connect up subscriber connection nodes and unbundle offer under which third parties can access its existing cable
the local loop. In 2019, it continued to extend its unbundled ducts in other areas of France;
coverage by opening 1,300  new subscriber connection nodes,
which brought the total number of unbundled subscriber  connecting the horizontal network to the shared access
connection nodes to 14,600 throughout France at the year-end. points;
All of the network equipment (Freebox DSLAMs) installed in  carrying out the final connection phase, which entails
the subscriber connection nodes are compatible with VDLS2 fitting an optical fiber socket in the subscriber’s home and
technology, which therefore means eligible subscribers have connecting it to the building’s vertical fiber cables through
access to the best possible speeds on the local copper loop. the floor distribution box.
The optical fiber used in the transmission network is depreciated By rolling out its own optical fiber local loop, the Group
over periods ranging from 10 to 27  years. The equipment directly owns all of its fiber-to-the-home infrastructure and is
installed in the subscriber connection nodes (Freebox DSLAMs) therefore totally independent from the incumbent operator.
is depreciated over five or six years. This means that it has complete control over its service quality
and subscriber relations, and can provide its subscribers with
(ii) Operating costs and capital expenditure access to a technology that fully meets their growing bandwidth
by subscriber requirements.
The main operating costs and capital expenditure by subscriber
relate to the following: (ii) Outside very densely populated areas
 the boxes provided to subscribers (the cost of which varies Outside very densely populated areas, in order to optimize
depending on the model); Fiber rollouts and operators’ capital expenditure, the applicable
regulatory framework (as defined in ARCEP decision 2010-1312
 fees billed by the incumbent operator for access to unbundling dated December  14, 2010), provides for more extensive
services (also known as cabling costs or access fees), which infrastructure sharing as it requires operators that roll out
amount to €50 per subscriber for full unbundling; networks to create shared access points located outside
 logistics and modem dispatch costs. private property boundaries which can each be used for around
1,000 lines.

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 5 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Overview

A. PRIVATE CO-FINANCED AREAS (APPROXIMATELY almost finished its vertical connections in 2019, with a ratio of
14 MILLION LINES) around 90% at the year-end;
Under the offer proposed by the incumbent operator and the  the Group’s FTTH subscriber base grew by almost 80% in
second operator responsible for rolling out fiber in private co- 2019, and stood at 1,760,000 at the year-end. Fourth-quarter
financed areas, each operator can access all of the deployed 2019 was a record quarter in terms of connections, with
lines and only has to co-finance the rollout to the extent of the 245,000  new subscribers. The sharp year-on-year increase
local market share it is seeking to achieve, through purchases was due to three main factors:
of 5% tranches. As a result of the incumbent operator’s access
offer, co-financing can be used not only for the line between the  French households’ growing appetite for FTTH technology,
shared access point and the building, but also for the backhaul  gradual commencement of marketing Free’s FTTH
fibers between the shared access point and the optical node. offerings outside very densely populated areas,
B. PUBLIC INITIATIVE NETWORKS – PINS (REST OF FRANCE)  the successful reorganization of internal procedures
for connecting FTTH subscribers, notably by hiring and
FTTH networks are rolled out in PIN areas in many different
training employees specialized in subscriber connections.
ways, which may require entering into agreements with the
public bodies in charge of deploying the networks or with the The strong acceleration in subscriber connections has enabled
private entities that market them. the Group to consolidate its position as France’s leading
alternative FTTH operator. With 777,000 new FTTH subscribers
Partnership with InfraVia in 2019, the target of topping the 500,000 adds mark for the
The Group was the first operator, as of August 2012, to (i) take year as a whole was already reached by the third quarter. In view
up the incumbent operator’s third-party operator access offer of this, the Group is standing by its objectives of :
for its FTTH lines outside very densely populated areas and
 having 22  million connectible sockets by 2022 and around
(ii)  undertake to co-finance the FTTH network in certain urban
30 million by 2024;
areas proposed by the incumbent operator. Since 2017, it has also
entered into several framework agreements in areas covered by  topping the 2 million subscriber mark in 2020 and reaching
PINs, with the operators marketing FTTH lines in those areas 4.5 million in 2024.
(Axione, Orange and Covage, for example) as well as directly
with a number of public bodies (including Auvergne Très Haut A comprehensive and enriched frequency portfolio
Debit, Vendée Numérique and others).
Since it was awarded France’s fourth 3G mobile license in
In 2019, in order to accelerate its fiber rollouts in private co- January 2010, the Group has continuously enriched its frequency
financed areas and PIN areas, and to cement its status as the portfolio.
leading alternative FTTH operator, the Group made the strategic
After being allocated 5  MHz duplex in the 900  MHz and
decision to enter into a partnership with InfraVia, a French
2,100 MHz frequency bands and 20 MHz duplex in the 2,600 MHz
private equity firm specialized in infrastructure. The deal – which
band when it launched its mobile business in 2012, the Group
finalized on February 28, 2020 – involved setting up a company
then rounded out its portfolio in Metropolitan France in 2015
called IFT (49%-owned by the Group), which is dedicated to co-
and 2016 by acquiring additional spectrum in several refarming
financing the creation of new FTTH sockets and taking up new
processes carried out by ARCEP. At December  31, 2019, the
co-financing tranches. Since late February 2020, therefore, IFT
Group had a total portfolio of 55  MHz duplex with balanced
has provided all of Free’s access and information services for
coverage across Metropolitan France, enabling it to deliver high-
the co-financed sockets concerned, under a long-term service
performing services in both 3G and 4G.
agreement, and will also be able to offer the same services to
third-party operators. In 2018, ARCEP (the French telecommunications regulator)
carried out a procedure to reallocate frequencies in the
(iii) Fiber progress report at December 31, 2019 900 MHz, 1,800 MHz and 2.1 GHz bands, whose licenses expire
2019 was a record year, both in terms of new connectible sockets between 2021 and 2024. Following this procedure, the Group will
and new subscribers connected up to FTTH: have additional frequencies in the 900 MHz and 2.1 GHz bands.
ARCEP announced the spectrum reallocation in a decision dated
 the number of connectible sockets increased by nearly 45% November 15, 2018, with the Group being allocated an additional
over the year and totaled 13.9 million at end-December 2019, 3.7  MHz in the 900  MHz frequency band and an additional
representing almost one in every two households in France 9.8 MHz in the 2.1 GHz band.
(versus 9.6  million one year earlier). The Group’s fiber
offerings are now available in roughly 4,400  municipalities This reallocation procedure will gradually lead to a more
(1,100 at end-2018). In addition, after completing its horizontal balanced split of frequencies between France’s operators. The
coverage in very densely populated areas in 2018, the Group frequencies in the 900 MHz and 2.1 GHz bands allocated to Free
Mobile will be available when their current licenses expire, i.e., in
2021 and 2024, respectively.

Frequency portfolio Frequency portfolio

at end-2019 at end-2024

700 MHz 2 x 10 MHz 2 x 10 MHz

900 MHz 2 x 5 MHz 2 x 8.8 MHz
1,800 MHz 2 x 15 MHz 2 x 15 MHz
2.1 GHz 2 x 5 MHz 2 x 14.8 MHz
2.6 GHz 2 x 20 MHz 2 x 20 MHz

TOTAL 2 X 55 MHZ 2 X 68.6 MHZ

Lastly, licenses for the 3.5 GHz frequencies used for 5G will be allocated in 2020, following a spectrum auction. On February 25, iliad
put itself forward as a bidder for one of the blocks, which has a reserve price.

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Overview 5
Rollout of a network of mobile masts In addition to this industrial partnership, through which Cellnex
Since it was awarded France’s fourth 3G mobile license, the and iliad will together manage and develop On Tower France,
Group has implemented its mobile network rollout strategy iliad and On Tower France have entered into a long-term access
by drawing on its extensive fixed transmission network and and services agreement, providing for a build-to-suit program
putting in place specific business units that effectively manage encompassing up to 4,500  sites (of which 2,500 have been
and oversee the network rollout process (seeking out sites, committed to by iliad). This program is expected to generate
undertaking discussions with all types of lessors, carrying around €400 million for the Group over the next seven years. On
out administrative and regulatory procedures, performing Tower France will not only host new clients at its existing sites
installation works and ensuring compliance with the related but will also continue to build new sites to meet the growing
safety rules, and monitoring the operation and maintenance of demand of all French operators.
radio equipment at sites where it has been installed).
Rollout of the distribution network: stores and kiosks
The Group accelerated its mobile network rollout drive in 2019,
with: At December 31, 2019, the Group had a full physical presence in
France, thanks to:
 the opening of over 2,500 new 3G sites, bringing the Group’s
total number of 3G sites to 17,000 at end-2019 and giving it a  its 81 Free Centers;
coverage rate of 97.7% of the French population;  its network of self-service kiosks for mobile subscriptions
 ongoing deployment of 4G technology. This has been
a priority for the Group ever since it launched its mobile
that have an integrated SIM card dispenser, rolled out in
partnership with the Maison de la Presse and Mag Presse store
5
business. And 2019 was no exception, with (i) new 1,800 MHz network. At December 31, 2019, the Group had approximately
frequencies made available at over 3,100  additional sites, 1,500 such kiosks across France.
and (ii) the deployment of 700  MHz frequencies at some
8,800  additional sites across France. The continued Italy
deployment of these new frequencies during 2019 enabled
the Group to increase its 4G coverage to 95.7% at the year-end
and to strengthen its 4G indoor quality. At December 31, 2019, A balanced frequency portfolio of 265 MHz (including
the Group had more than 14,800 4G sites; 45 MHz duplex)
In November 2016, the Italian authorities authorized the transfer
 continued investment in the fiber backhaul network for
of the various frequencies covered by the agreement signed
mobile sites. In view of ever-faster Internet speeds and the
between iliad and the Hutchison and VimpelCom groups. This
growing number of 4G users, the interconnection capacity of
gave the iliad a balanced portfolio of 2 x 35  MHz (duplex)
mobile sites is of critical importance to operators. In order to
frequencies in Italy, comprising:
be able to offer its subscribers the best possible speeds, the
Group has decided to prioritize the use of fiber for connecting  2 x 5 MHz in the 900 MHz band;
its sites. As a result, at December 31, 2019, 93% of the Group’s
 2 x 10 MHz in the 1,800 MHz band;
sites in very densely populated areas were fiber-connected,
enabling it to offer its subscribers the best 4G speeds;  2 x 10 MHz in the 2,100 MHz band;
 further efforts to develop the shared passive mobile  2 x 10 MHz in the 2,600 MHz band.
infrastructure offering with other operators (see the section
The purchase price of this portfolio of frequencies was
on the strategic industrial partnership with Cellnex).
€450 million, payable in installments between 2017 and 2019. At
Thanks to its rollout momentum, the Group exceeded its December 31, 2019, the Group had paid all of the amounts due
coverage objectives for 2019, as well as its target of deploying for these frequencies.
more than 2,000 new sites during the year. The Group intends
In addition, in the second half of 2017, the Group paid
to continue its deployment of 700  MHz frequencies across its
€220  million to the Italian government in connection with the
network.
process of refarming and extending 1,800  MHz frequencies up
The depreciation/amortization periods applied for the main to 2029.
assets brought into service in 2019 are as follows:
In 2018, the Italian government carried out an auction for the
 licenses: between 15 and 19 years; allocation of 700 MHz frequencies as well as the 3.6 GHz-3.8 GHz
and 26  GHz-27  GHz frequencies that will be used for 5G. The
 general equipment: 10 years;
results of the auction were announced in October 2018 and the
 mobile technical equipment: 6 and 18 years; Group was allocated the following (for a total of €1,193 million):
 other equipment: 3 to 5 years;  2 x 10 MHz (duplex) in the 700 MHz band;
 other assets: 2 to 10 years.  20 MHz in the 3.6-3.8 GHz band;
 200 MHz in the 26.5-27.5 GHz band.
Strategic industrial partnership with Cellnex
These frequency purchases were in line with iliad Italia’s aim
On May  7, 2019, iliad announced that it had entered into a
of strengthening its portfolio in order to pursue its innovation
strategic partnership with Cellnex concerning the Group’s
drive, rapidly develop a 5G offering and meet the rising demand
passive mobile telecommunications infrastructure in France and
for bandwidth in Italy.
Italy. The partnership deal was finalized on December 23, 2019
for France.
In France, iliad sold to Cellnex 70% of the company that manages
its French passive mobile telecommunications infrastructure
(“On Tower France”), comprising 5,700  sites at end-2019. The
deal was based on an enterprise value of €2 billion for On Tower
France.

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 5 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Overview

Frequency portfolio
at end-2019

700 MHz 2 x 10 MHz
900 MHz 2 x 5 MHz
1,800 MHz 2 x 10 MHz
2.1 GHz 2 x 10 MHz
2.6 GHz 2 x 10 MHz
3.7 GHz 1 x 20 MHz
27 GHz 1 x 200 MHz

TOTAL 310 MHZ

In accordance with the rules set for the spectrum auction and pursuant to the Italian 2018 Finance Act (L. 205/2017), the purchase price
for the above frequencies is payable in installments over the period 2018-2022 as follows:

In € millions 2018 2019 2020 2021 2022

Installments 144 9 55 27 959

Rollout of a mobile network in Italy telecommunications infrastructure in France and Italy. In Italy,
Since late 2016 and the signature of the agreement with the this partnership comprised the sale of 2,185 sites. The partnership
Hutchison and VimpelCom groups, iliad has been rolling out its deal was completed by iliad Italia on December  3,  2019 and a
mobile network in Italy, which has notably involved: total amount of €600 million was paid to iliad.

 deploying mobile sites. At end-2019, the Group had

In addition, Cellnex and iliad Italia have also entered into a long-
over 4,000  equipped sites in Italy, versus 1,500 at term access and services agreement, providing for a build-to-suit
December  31,  2018, in line with the objectives it set itself program encompassing 2,000 sites (of which 1,000 have been
at the beginning of 2019. The Group’s access to sites has committed to by iliad). This program is expected to generate at
been facilitated by the acquisition of sites scheduled to be least €150 million for the Group over the next six years.
decommissioned by Wind/Tre as well as sites made available
by major infrastructure lessors and operators; Rollout of a distribution network in Italy
 switching on mobile sites, which the Group began during The Group has put in place several different distribution channels
2019. At the year-end, over 2,000 sites had been switched on for its mobile offering in Italy:
in Italy, enabling iliad Italia to start carrying some traffic on  physical distribution:
its own network;
 a network of 14 stores in major Italian cities,
 deploying a backbone of some 26,000 km in order to connect
 a network of over 800 SIM card dispensers (“Simboxes”)
up Italy’s principal towns and cities to the Group’s two main
located in more than 300 kiosks in busy catchment areas.
mobile network centers located in Milan and Rome;
These kiosks comply with the applicable Italian legislation,
 rolling out the core network and interconnections with Wind/Tre particularly “Pisanu’s law”, which requires identification of
to manage traffic under the MOCN (Multi-Operator Core subscribers when they take out their subscription,
Network) solution. This technical solution for connecting  access to a nationwide network of resellers enabling
up Wind/Tre’s radio equipment to the Group’s core network subscribers to top up their plan;
creates a more effective and optimal flow of traffic between
the two networks compared with a more “conventional”  digital distribution:
roaming solution.  online distribution accessible via mobile phone, tablet or
computer, enabling users to take out their mobile plan on
Strategic industrial partnership with Cellnex line and receive their SIM card at home through the post.
On May 7, 2019, the Group announced that it had entered into a
strategic partnership with Cellnex concerning its passive mobile

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 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Significant events of 2019 5
5.2 SIGNIFICANT EVENTS OF 2019

The key figures and significant events of 2019 are set out below:

In € millions 2019 2018 % change

Revenues – France 4,912 4,768 +3.0%

• Fixed 2,640 2,631 +0.4%
• Mobile 2,049 1,936 +5.8%
Of which revenues invoiced to subscribers 1,636 1,498 +9.2%
• Devices 229 209 +9.4%
• Intra-group sales – France (6) (8) - 5
Revenues – Italy 427 125 NM
Intra-group sales (6) (2) -
Consolidated revenues 5,332 4,891 +9.0%
Services revenues – France 4,689 4,567 +2.7%
Consolidated services revenues 5,115 4,692 +9.0%
EBITDAaL – France 1,907 1,807 +5.5%
EBITDAaL – Italy (253) (52) NM
Consolidated EBITDAaL 1,654 1,755 -5.8%
Capex – France (1) 1,607 1,555 +3.3%
Capex – Italy (1) 369 261 +41.4%
Consolidated capex (1) 1,976 1,816 +8.8%
Profit from ordinary activities 444 690 -35.7%
Profit from ordinary activities – France 861 830 +3.7%
Profit/(loss) from ordinary activities – Italy (417) (139) NM
Profit for the period 1,726 330 NM
Net debt 3,609 3,983 -9.6%

LEVERAGE RATIO 2.18X 2.28X

(1) Excluding frequencies.

(2) Excluding the non-recurring capital gain on the sale of mobile towers in France and Italy.

5.2.1 GROUP  €1.73  billion in profit for the period, up sharply on 2018
thanks to a good performance from France and the capital
 Consolidated revenues up 9.0% to €5.33 billion. gain generated by the tower deals in France and Italy with
Cellnex.
 Return to growth for revenues in France (+3.0%), led by
a good performance from Mobile (revenues invoiced to  Capex up to €1.98  billion, reflecting (i)  the Group’s major
subscribers up more than 9% year on year). drive to increase its mobile coverage and bring fiber to all
areas of France, and (ii) the fact that 2019 was the Group’s
 Revenues in Italy up almost 3.5-fold in the space of a year, first full year of operations in Italy, with a faster pace of
coming in at €427 million. mobile network rollouts.
 Higher profitability in France, with EBITDAaL up 5.5% to  A solid balance sheet structure, with a Leverage ratio of
€1.9 billion. EBITDAaL for the Group as a whole contracted 2.18x at end-2019 (€3.6 billion in Net debt).
5.8% to €1.65 billion due to start-up losses in Italy.
 A new dividend policy with a dividend per share set at
€2.60 per share.

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 5 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Significant events of 2019

5.2.2 FRANCE networks (PINs). The Group’s Fiber offerings are now
available in all regions of Metropolitan France,
2019 operational information: — best Fiber speeds, with average speeds of more than
 tangible results for the Group’s transformation plan 460 Mbps download and 289 Mbps upload according
launched in 2018: to nPerf. In addition, the Group is the only operator
in France to offer 10G Fiber technology and was the
 a record year for Fiber, with 777,000  new subscribers first to provide all of its subscribers with a theoretical
signed up to the Group’s Fiber plans, giving it the average upload speed of up to 600 Mbps;
highest number of Fiber Net adds in France in 2019. At
 mobile:
end-December  2019, the Group’s Fiber subscriber base
totaled 1.76  million, a rise of nearly 80% in the space of — intensified, large-scale deployment of 700  MHz
12 months, frequencies, enhancing the 4G experience. Some
8,800  sites were newly equipped to use 700  MHz
 a 33,000 increase in the total Fixed subscriber base in
frequencies in 2019, compared with 2,300 in 2018.
2019. The recovery in broadband subscriber numbers was
At the same time, Free kept up its brisk pace of new
particularly marked in the second half of the year, with a
mobile site rollouts, which was even faster than in 2018,
64,000 gain compared with a 31,000 loss in the first half,
with 2,535  new 3G sites added in 2019 (versus 2,354
 394,000 Net adds for 4G offerings, pushing the total the previous year), bringing the total number of sites
4G subscriber base up to almost 8.2  million at end- in Metropolitan France to over 17,000 at the year-end.
December – ARPU invoiced to subscribers rose 11% year The Group’s mobile network now covers more than
on year to an average of €10.2 in 2019, demonstrating the 97.7% of the French population with 3G, and the 4G
success of the Group’s strategy to gradually upscale its coverage rate is 95.7%,
subscriber base. The loss of 128,000  subscribers in 2019
— best 4G speed out of France’s three Alternative
mainly concerned lower added-value plans, and the fourth
operators, with an average download speed of
quarter saw a return to Net adds of mobile subscribers
44  Mbps, according to nPerf. The strong performance
(+17,000);
of the Group’s 4G network is reflected in the average
 pursuit of the marked acceleration begun a year ago in monthly data usage per 4G subscriber, which was
rollouts of Fiber and mobile networks, in line with the 13.9 GB in 2019.
Group’s aim of being the Alternative operator of choice for
2019 financial information:
latest-generation networks:
 revenue upturn in France (3.0% growth during the year),
 fixed:
confirming the positive results of the Group’s transformation
— largest Fiber network out of France’s three Alternative plan launched in 2018:
operators, with 13.9 million connectible sockets,
 2.7% increase in services revenues, driven by the steady
— intensified marketing of the Group’s Fiber plans in rise in Mobile revenues and the return to growth for Fixed
less densely populated areas, with an acceleration revenues,
in commercial launches on France’s public initiative

13.2%
Mobile - billed to subscribers
Fixed excl. Jaguar
France
9.9%
8.8%

7.1%

5.8%
5.2%

3.8% 3.9%
3.3%
2.1%
1.1%
0.8% 1.0%
0 1.6%

(1.3%)
(2.1%) (0.5%)
(1.5%)
(2.1%)
(2.9%) (5.0%)
(3.8%) (4.2%)

(5.4%)

Q1 18 Q2 18 Q3 18 Q4 18 Q1 19 Q2 19 Q3 19 Q4 19

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 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Significant events of 2019 5
 better trends for Fixed services revenues (up 0.4% for competition and higher costs related to the rollout of the
the year as a whole, and 3.4% in the fourth quarter). This Group’s Fiber and Mobile networks;
reflects the Group’s new sales and marketing strategy, the
 Capex for France (excluding payments for frequencies)
fact that it is no longer dependent on price-slashed deals,
amounting to €1.6 billion, to support the Group’s expansion
and, to a lesser extent, the temporary positive effect of
of its Fiber and Mobile networks, its Fiber subscriber
including access to digital books in certain offerings,
connections, its outlay for launching the new Freeboxes and
 an excellent performance from the mobile business, the large-scale switch-on of 700 MHz-compatible equipment.
with a 9% year-on-year rise in revenues invoiced to
subscribers (13.2% in the fourth quarter), stemming from
a better subscriber mix, the fact that the Group is no longer
dependent on price-slashed deals, automatic switches to
standard pricing after a 12-month deal period on mobile 5.2.3 ITALY
plans, and, to a lesser extent, the temporary positive effect
 Very strong pace of Net adds, with more than 2.4  million
of including access to digital books in certain offerings,
subscribers signed up during the year. Despite fierce
 sales of devices up 9.4% to €229  million, due to the competition, iliad Italia accelerated its subscriber
combined impact of a sharp decrease in sales of mobile recruitment in the fourth quarter of 2019, with over
phones offset by sales of the Freebox Delta Player;
 EBITDAaL for France up €99 million, or 5.5% year on year.
The positive impacts of the better mobile subscriber mix,
740,000  Net adds. By creating a go-to brand, iliad Italia
achieved the most successful launch in Europe for a new
entrant since that of Free Mobile in 2012.
5
higher number of Fiber subscribers and increase in direct  Total subscribers topping the 5  million mark in the fourth
mobile network coverage were partially offset by fierce quarter of 2019.
 €427 million in revenues in full-year 2019.

150

140

120 +28%

+14%
109

90 +19% 96
+16%
81

70
60
+52%

46
30

0
Q2 18 Q3 18 Q4 18 Q1 19 Q2 19 Q3 19 Q4 19

 A negative €253  million in EBITDAaL, primarily reflecting  €369 million in capex (excluding payments for frequencies),
(i) roaming costs due to the larger subscriber base and higher reflecting the expansion of the Group’s mobile network
average data usage, and (ii) network costs related to iliad in Italy. The Group equipped 2,500 new sites during the
Italia’s 4,000  equipped sites at end-2019, with the majority year, bringing the total number of equipped sites to over
of these costs borne without initially leveraging any of the 4,000  at end-2019. The number of active sites was over
benefits that coverage brings. 2,000 at December  31, 2019. By the end of the year, the
Group had paid out the full amount of around €450 million
due for the purchases of frequencies from Wind/Tre, of which
€213 million was paid in 2019.

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 5 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Comparison of results for 2019 and 2018

5.3 COMPARISON OF RESULTS FOR 2019 AND 2018

In € millions 2019 2018 % change

Revenues 5,332 4,891 +9.0%

Services revenues 5,115 4,692 +9.0%
Purchases used in production (2,084) (2,129) -2.1%
Gross profit 3,249 2,762 +17.6%
as a % of revenues 60.9% 56.5% +4.4 pts
Payroll costs (292) (285) +2.6%
External charges (526) (579) -9.2%
Taxes other than on income (104) (97) +6.9%
Additions to provisions (109) (26) NM
Other income and expenses from operations, net (36) (20) +79.6%
Depreciation of right-of-use assets (528) - -
EBITDAaL 1,654 1,755 -5.8%
as a % of revenues 31.0% 35.9% -4.9 pts
Share-based payment expense (27) (14) +90.0%
Depreciation, amortization and provisions for impairment
of non-current assets (1,183) (1,051) +12.6%
Profit from ordinary activities 444 690 -35.7%
Other operating income and expense, net 1,683 (10) NM
OPERATING PROFIT 2,127 680 NM
Finance costs, net (68) (46) +48.9%
Other financial income and expense, net (75) (42) -77.4%
Corporate income tax (245) (239) +2.6%
Share of profit/(loss) of equity-accounted investees (13) (23) +44.2%

PROFIT FOR THE PERIOD 1,726 330 NM

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 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Comparison of results for 2019 and 2018 5
5.3.1 ANALYSIS OF CONSOLIDATED RESULTS

(a) Key indicators

Year-on-year
France 2019 2018 change

Total mobile subscribers 13,313k 13,441k -1.0%

• Of which on the Free Mobile Unlimited 4G Plan *
 
8,177k 7,783k +5.1%
• Of which on the voice-based plan 5,136k 5,658k -9.2%
Average 4G data usage (in GB per month per subscriber) ** 13.9 10.9 +27.5%
Total Broadband and Ultra-Fast Broadband subscribers 6,460k 6,427k +0.5%
• Of which Fiber 1,760k 983k +79.0%
5
TOTAL NUMBER OF SUBSCRIBERS – FRANCE 19,773K 19,868K -0.5%
Number of connectible Fiber sockets 13,900k 9,600k +44.8%

2019 2018

Broadband and Ultra-Fast Broadband ARPU ** (in €)

 
32.6 31.8 +2.5%
Mobile ARPU invoiced to subscribers ** (in €) 10.6 9.3 +14.0%

* 50/100 GB for non-Freebox subscribers.

** See glossary for definition.

Year-on-year
Italy 2019 2018 change
Total mobile subscribers 5,281k 2,837k +86.1%

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 5 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Comparison of results for 2019 and 2018

(b) Analysis of results for France

The following table presents income statement data for France (up to “Operating profit”) for the years ended December 31, 2019 and
December 31, 2018:

In € millions 2019 2018 % change

Revenues 4,912 4,768 +3.0%

Services revenues 4,689 4,567 +2.7%
Purchases used in production (1,579) (2,044) -23.0%
Gross profit 3,338 2,724 +22.6%
as a % of revenues 68.0% 57.1% +10.9 pts
Payroll costs (280) (277) +0.9%
External charges (424) (500) -15.2%
Taxes other than on income (103) (96) +7.3%
Additions to provisions (86) (26) NM
Other income and expenses from operations, net (34) (17) +99.3%
Depreciation of right-of-use assets (505) - -
EBITDAaL 1,907 1,807 +5.5%
as a % of revenues +38.8% 37.9% +0.9 pts
Share-based payment expense (26) (14) +86.3%
Depreciation, amortization and provisions for impairment of non-
current assets (1,020) (964) +5.8%
Profit from ordinary activities 861 830 +3.7%
Other operating income and expense, net 1,298 (11) NM
OPERATING PROFIT 2,158 819 NM

(i) Revenues
The tables below show the breakdown of consolidated revenues for France by category for 2019 and 2018:

In € millions 2019 2018 % change

Revenues – France 4,912 4,768 +3.0%

Services 4,689 4,567 +2.7%
Devices 229 209 +9.4%
Intra-group sales (6) (8) NM
Services 4,689 4,567 +2.7%
 Fixed 2,640 2,631 +0.4%
Of which Jaguar Network 43 - NM
 Mobile 2,049 1,936 +5.8%
Revenues invoiced to subscribers 1,636 1,498 +9.2%
Other 412 438 -5.9%
REVENUES – FRANCE EXCLUDING JAGUAR NETWORK 4,869 4,768 +2.1%

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 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Comparison of results for 2019 and 2018 5
Fixed services revenues  Broadband and Ultra-Fast Broadband ARPU rose in the
Services revenues generated by the Fixed business rose 0.4% to fourth quarter, for the second quarter in a row, coming in
€2,640 million in 2019. After beginning to trend up at the start of at €32.6, which is €80 cents higher than the Q4 2018 figure.
the year, the increase continued quarter on quarter, with fourth- The subscriber mix is improving, with a higher proportion of
quarter revenue growth coming in at 3.4% (1.7% excluding Jaguar subscribers now on value-added plans, particularly thanks to
Network). The slight overall year-on-year rise was achieved in a the Group’s more restricted use of flash sales, but also due
less fiercely competitive operating context in the second half of to the ramp-up of Fiber. The ARPU figure was also pushed
the year than in the first six months. The main factors underlying up during the period by the inclusion of e-book offerings in
the performance of Fixed services in 2019 were as follows: some plans.

 Free ended the year with the highest number of FTTH Net Mobile services revenues
adds in the market, with 777,000 new subscribers, of which
Mobile services revenues climbed 5.8% to €2.05 billion for 2019
245,000 in the fourth quarter alone. This performance
as a whole, propelled by a 9.3% year-on-year increase in the
demonstrates the success of the Group’s overhaul of its
fourth-quarter to €527  million. Growth for revenue invoiced to
rollout and subscriber connection processes, and cements its
subscribers was even more robust, coming in at 9.2% for the full
position as France’s leading alternative Fiber operator. By the
year and 13.2% in the fourth quarter. The main factors underlying
third quarter of the year, the Group had already exceeded
the performance of Mobile services in 2019 were as follows:
its objective of signing up 500,000  new Fiber subscribers
in 2019. More than 27% of the Group’s subscribers now have
Fiber corresponding to a total of 1.76 million Fiber subscribers
 a return to positive Net adds in the fourth quarter, with
17,000 net new subscribers;
5
at end-December  2019, as well as 13.9  million connectible
 a further improvement in the subscriber mix, despite an
sockets, i.e., 4.3 million more than one year earlier;
intensely competitive environment, with 394,000  new
 the business returned to positive Net adds, with 33,000 net subscribers signing up to the Free Mobile Unlimited 4G
new subscribers during the year, reflecting: Plan (50/100 GB for non-Freebox subscribers). The number
of subscribers on the €2/month plan (€0/month for Freebox
 the end of the Group’s dependence on price-slashed
subscribers) decreased in 2019 due to subscribers switching
deals, as well as better price positioning. The number of
to the Free Mobile Unlimited 4G Plan (50/100  GB for non-
subscribers on aggressively promotional deals was more
Freebox subscribers), and the effect of market competition.
than halved in the space of a year. The Group also regained
Overall, the mobile subscriber base saw a reduction of
its competitive edge thanks to the repositioning of its
128,000  subscribers during the year. At December  31, 2019,
entry-level and mid-range plans launched in June  2018,
the Group had a total of 13.3  million mobile subscribers, of
with a 12-month promotional period now offered as
which 8.2 million were on the Free Mobile Unlimited 4G Plan
standard,
(50/100 GB for non-Freebox subscribers);
 the excellent performance delivered by Fiber. With a
step-up in the pace of rollouts and the marketing of Free  an excellent level of revenues invoiced to subscribers,
Fiber plans in medium-density population areas covered with 9.2% growth for the year as a whole, and 13.2% in the
by co-financing agreements, and on public initiative fourth quarter. The number of subscribers on price-slashed
networks (“PINs”), Fiber continues to be a tool for deals has been reduced seven-fold in the space of a year,
winning new subscribers, with most of those signing up mechanically pushing up ARPU, which rose 14% in the fourth
to Free Fiber being completely new subscribers (i.e., not quarter to €10.6. This strong performance was due to the
switching from other plans), Group’s decision to restrict its use of flash sales and to its
successful strategy of encouraging subscribers to switch
 the positive effects of the Freebox Delta launch, both from the voice-based plan to the Free Mobile Unlimited 4G
directly as a result of its stand-out premium positioning, Plan (50/100 GB for non-Freebox subscribers). The increase
and indirectly thanks to its innovative features and the in revenues invoiced to subscribers was also partly driven by
boost it has given to Free’s brand visibility; the positive effects of including e-book offerings in certain
 in parallel, Free offers the best Fiber service quality on the plans;
market to its subscribers and the best Fiber speeds, with
 a further contraction in other Mobile services revenues,
an average download speed of over 460 Mbps, according to
which were down 4.7% year on year at €417 million. Primarily
nPerf. In addition, Free is France’s only operator to offer 10G
stemming from interconnections between operators for voice
Fiber technology and an upload speed of up to 600 Mbps;
and text message services, these revenues generate low
margins and have been adversely affected from a structural
standpoint by a decreasing use of text messages as mobile
data usage rises;

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 5 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Comparison of results for 2019 and 2018

 rapid deployment of 700  MHz frequencies for the 4G (v) Taxes other than on income
network, with some 8,800  sites newly equipped to use Taxes other than on income edged up to €103 million, owing to
these frequencies, significantly enhancing the subscriber the larger number of mobile sites.
experience. Free Mobile has the best 4G speeds out of
France’s three Alternative operators according to nPerf
(average download speed of 44 Mbps), and is the operator (vi) Additions to provisions
that is deploying its 700  MHz frequencies across France Additions to provisions for bad debts, impairment of inventories,
at the fastest pace. The average monthly 4G data usage and contingencies and charges totaled €86 million in 2019. The
of a Free Mobile subscriber is now 13.9  GB. In line with the main amounts recognized during the year related to provisions
development of its 4G network, the Group is continuing to for bad debts and for claims and litigation.
roll out its mobile network across France and at end-2019
had over 17,000 mobile sites altogether. (vii) Other income and expenses from operations, net
This item represented a net expense of €34 million in 2019.
Devices
Sales of devices advanced 9% to €229  million for full-year (viii) Depreciation of right-of-use assets
2019, but remained relatively stable in the fourth quarter, at
€59  million. This performance reflects two  contrasting trends: Depreciation of right-of-use assets amounted to €505  million
mobile phone sales continued to retreat significantly, due to in 2019. This new income statement item derives from
the Group’s stricter policy for phone rentals since 2018, but this IFRS  16, Leases, which the Group applied for the first time at
was offset by the revenues generated from sales of the Freebox January  1,  2019, using the retrospective approach without
Delta Player. restating comparative prior periods.

(ii) Gross profit (ix) EBITDAaL

Gross profit for France amounted to €3,338  million and was EBITDAaL generated in France rose 5.5% to €1.91  billion,
up by almost 11 percentage points on 2018 as a percentage of representing an EBITDAaL margin of 38.8%, up 0.9  point on
revenues. 2018.

The main reason for the year-on-year growth was the first-time 2019 was the first full year to see the beneficial impact of the
application of IFRS 16, but it was also driven by (i) lower roaming Group’s transformation plan launched in May 2018, which has
costs resulting from higher traffic volumes carried directly entailed overhauling its business model and sales and marketing
on the Group’s own network, (ii)  a better mobile subscriber strategy as well as increasing the independence of its networks.
mix, and (iii)  savings on unbundling costs stemming from the The results of this plan can be seen in the faster pace of Fiber
increase in the Fiber subscriber base. However, as a percentage rollouts and connections, and a better mobile subscriber mix
of revenues, Gross profit for the year was negatively impacted with more subscribers on the Free Mobile Unlimited 4G Plan
by the sharp increase in sales of devices, which generate low (50/100 GB for non-Freebox subscribers). At the same time, the
margins for the Group. launch of the new Freeboxes has led to sales of devices, which
have a dilutive impact on margins.
(iii) Payroll costs The main factors affecting EBITDAaL generated in France in
Excluding Italy, the Group’s headcount was 10,600 at 2019 were as follows:
December  31, 2019, representing an increase of nearly 800
 positive factors:
compared with December 31, 2018.
The rise was due to (i) the integration of Jaguar Network’s  a significant operating leverage effect stemming from
employees, (ii) new hires to support the Group’s faster pace the €138 million year-on-year increase in mobile services
of Fiber rollouts and connections, and (iii) new recruits for revenues invoiced to subscribers,
the mobile and hosting businesses and the expansion of the  large-scale opening of sites newly equipped for 700 MHz
distribution network. frequencies and continued rollouts of new sites, giving
the Group better mobile coverage. This enabled the Group
Despite the higher headcount, payroll costs rose only slightly
to use roaming services less and switch more subscribers
year on year, reflecting the fact that a portion of the Group’s
to the Free Mobile Unlimited 4G Plan (50/100 GB for non-
payroll costs are capitalized, notably costs related to Fiber
Freebox subscribers),
rollouts and connections.
 an increase in the total number of Fiber subscribers to
1.76  million, resulting in operating cost savings in very
(iv) External charges
densely populated areas. This positive effect is beginning
External charges contracted by 15.2% to €424  million in 2019, to feed through to Gross profit and therefore to EBITDAaL,
directly attributable to the first-time application of IFRS  16.
 the inclusion of digital books in some of the Group’s
Excluding the impact of IFRS  16, external charges were higher
fixed and mobile plans in February 2019, which pushed
than in 2018 as a result of (i) over 2,500  mobile sites being
up ARPU and EBITDAaL;
deployed in 2019, and (ii) the faster pace of Fiber rollouts and
connections (a near-45% increase in the number of connectible
sockets in the space of a year and an 80% rise in the Fiber
subscriber base). These factors led to additional expenses, such
as rental, maintenance, energy, insurance, sub-contracting and
easement costs.

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Comparison of results for 2019 and 2018 5
 negative factors:  dilutive impact on EBITDAaL margin of increased sales
of devices due to sales of the Freebox Delta Player.
 the higher number of mobile sites, meaning higher rental
and energy costs,
(x) Profit from ordinary activities
 the ongoing rollout of the Group’s Fiber network,
generating more maintenance and rental costs, Profit from ordinary activities in France advanced 3.7% to
€861 million in 2019. The year-on-year increase reflects the rise
 fierce competition, which, although less intense than in EBITDAaL, which more than offset the higher depreciation
in 2018, nevertheless eroded the subscriber base at the and amortization expenses deriving from the extension of the
beginning of the year, especially in the mobile business, Group’s Fiber and mobile networks and, to a lesser degree, the
and therefore drove down the related margins, as did the exercise of stock options by employees.
impact of promotional deals,

(c) Analysis of results for Italy

The following table presents a simplified income statement for the Italy segment for 2019 and 2018.

5
In € millions 2019 2018 (1) % change

Revenues – Italy 427 124 +241.7%

Gross profit/(loss) (87) 39 NM
EBITDAaL (253) (52) NM
as a % of revenues -59.2% -42.0% -17.2 pts
Profit/(loss) from ordinary activities (417) (139) NM
Operating profit/(loss) (31) (139) NM

(1) Seven months of operations in 2018.

(i) Revenues (ii) EBITDAaL

Revenues generated by the Group in Italy totaled €427 million The Italy segment ended 2019 with negative EBITDAaL of
for 2019 as a whole, and €140 million in the fourth quarter. The €253 million.
main factors underlying performance in Italy in 2019 were as
This operating loss was due to the following factors:
follows:
 higher roaming costs attributable to the success of the
 an excellent sales performance throughout the year, with
Group’s mobile offerings in Italy, which led to an increase in
over 2.4 million Net adds, including 740,000 in the fourth
both the subscriber base and mobile data usage;
quarter. The Group had a total of 5.3  million subscribers in
Italy at end-December  2019, just 18  months after launching  expenses related to the Group’s mobile network (which
its mobile operations there; comprised over 4,000 equipped sites at end-December 2019),
mainly corresponding to rental costs;
 an even faster pace of Net adds in the fourth quarter, which
was achieved despite competitors launching targeted and  interconnection costs;
more aggressively-priced offerings, clearly demonstrating
 marketing and advertising costs, and structural expenses
the strength of the iliad Italia brand. The Group has seen its
such as payroll costs and subscriber relations costs.
popularity soar in Italy, and in a number of surveys it is ranked
as the country’s favorite telecom brand;
(iii) Profit/(loss) from ordinary activities
 continued rollout of the mobile network, with the pace
The Group’s Italian operations generated a €417  million loss
particularly stepped up in the second half of the year. Over
from ordinary activities in 2019, including the depreciation/
2,500 new sites were equipped in 2019, bringing the total
amortization expense for the network’s components and
number of equipped sites in Italy to 4,000 at December 31,
frequencies.
well above the Group’s objective of having 3,500 by that date.
The Group also started carrying some of its mobile traffic on
its own network, thanks to the 1,200 sites it activated during
the second half;
 further expansion of the Italian distribution network. At
December 31, 2019, the Group’s Italian business had a total of
14 stores and more than 800 Simboxes located in 300 busy
catchment areas.

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 5 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Comparison of results for 2019 and 2018

5.3.2 CONSOLIDATED CASH FLOWS AND CAPITAL EXPENDITURE

In € millions 2019 2018 % change

Consolidated cash flows from operations 2,186 1,693 +25.8%

Right-of-use assets and interest expense on lease liabilities – IFRS 16
impact (585) - NM
Change in working capital requirement (106) 31 NM
Operating Free Cash Flow after IFRS 16 1,496 1,725 -13.2%
Capital expenditure – France (excluding payments for frequencies) (1,607) (1,555) +3.3%
Capital expenditure – Italy (excluding payments for frequencies) (369) (261) +41.4%
Income tax paid (340) (306) +11.1%
Other 1,502 (441) NM
Consolidated Free Cash Flow (excluding payments for frequencies,
financing activities and dividends) 682 (839) NM
Capital expenditure – payments for frequencies – France (27) (263) NM
Capital expenditure – payments for frequencies – Italy (225) (342) -34.2%
Consolidated Free Cash Flow (excluding financing activities and
dividends) 430 (1,444) NM
Dividends (59) (40) +47.5%

CASH AND CASH EQUIVALENTS AT END OF YEAR 1,590 173 NM

Consolidated Free Cash Flow with 2018. In 2019, the Group broadened its Fiber footprint,
In 2019, the Group pursued its capex programs focused on deploying over 4.3  million new connectible sockets and
rolling out its Fiber and mobile networks in France and its connecting up more than 777,000  new Fiber subscribers.
mobile network in Italy, enabling it to become more autonomous It also opened over 8,800  sites equipped for 700  MHz
and increase its profitability while at the same time enhancing frequencies and extended its mobile network, which
its subscriber service quality. Altogether in 2019, the Group comprised over 17,000 sites at December 31, 2019;
invested €1.98  billion in its networks, and €252  million for the  €369  million invested in the Italian network and MOCN
purchase of frequencies in France and Italy. agreement and €225  million paid for the purchase of
The year-on-year change in consolidated Free Cash Flow mainly frequencies from Wind/Tre as part of the EU remedy
reflects the following: package. At end-2019, the Group had paid the full amount
of approximately €450  million due for the frequencies
 €2.19  billion in consolidated cash flows from operations, purchased from Wind/Tre;
before €585 million in lease payments and interest expense
on lease liabilities recognized on the first-time application  €340 million in income tax paid;
of IFRS 16. Adjusted for the impact of IFRS 16, consolidated  other: including (i) an inflow from the deals in France and
cash flow from operations contracted by 13%, with the year- Italy with Cellnex (net of outflows and fees related to the
on-year increase in France offset by operating losses in Italy; transaction), (ii) the outflow for the Group’s acquisition of
 a €106 million negative change in working capital requirement, a stake in Jaguar Network, and (iii) outflows for the Group’s
primarily due to the increase in revenues in Italy as well as to purchase of iliad shares on the market.
Italy’s VAT repayment schedule; NET CHANGE IN CASH AND CASH EQUIVALENTS
 a 3% increase in capital expenditure for France to €1.61 billion, The Group ended the year with €1.59 billion in available cash and
slightly higher than the Group’s objective of a figure on par cash equivalents.

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Comparison of results for 2019 and 2018 5
5.3.3 CONSOLIDATED DEBT  a €90 million loan granted in 2017 with the final installment
due in March 2028.
The Group is not subject to any liquidity risk or the risk of  a €150 million loan granted in 2019 with a final maturity of
breaching financial covenants (ratios, targets, etc.). up to April 2030, unused at December 31, 2019.
At December 31, 2019, it had gross debt of €5,202 million and The applicable interest rate is based on Euribor for the
Net debt of €3,609  million (excluding the impact of IFRS  16). period plus a margin of between 0.90% and 1.20% per
The Group now has an extremely high level of liquidity due to year depending on the Group’s Leverage ratio.
the sale proceeds recognized in December 2019 on the close of  a €500 million syndicated credit facility maturing in 2023
the deal with Cellnex, as well as favorable borrowing conditions.
The Group had a €500  million syndicated credit facility
It is therefore in a position to pursue its strategy of investing with a pool of international banks, originally set up on
in major industrial projects that will generate substantial January  8,  2016 and renewed on July  16, 2018. This credit
future cash flows, while maintaining a solid financial structure. facility – which takes the form of a term loan – matures in
At December  31, 2019, the Group’s Leverage ratio was 2.18x 2023. On December 24, 2019, the Group requested to early
EBITDAaL. repay the full outstanding amount of this facility, and the
The Group’s gross debt primarily comprised the following at repayment took effect on January 9, 2020;
December 31, 2019:  a €1,650 million syndicated revolving credit facility maturing
in 2025 5
(a) Borrowings due within one year The Group has a €1,650  million syndicated revolving credit
facility set up with a pool of international banks, with a final
 A €1.4 billion NEU CP program
maturity of up to 2025. None of this facility had been drawn
The Group has set up a short-term NEU CP program, whose down at December 31, 2019 and it was therefore still available
maximum amount was increased on September  16,  2019 in full.
by €400  million to €1.4  billion. At December  31, 2019,
The applicable interest rate is based on Euribor for the
€995 million of this program had been used.
period plus a margin of between 0.25% and 1.20% per year
 Loans granted by the European Investment Bank (EIB) depending on the Group’s Leverage ratio;
The EIB has granted iliad several loans in order to help finance the  a €50 million bilateral credit facility maturing in 2023
rollout of its ADSL and Fiber networks. These loans are repayable
On November  29, 2018, the Group set up a five-year
in installments and have long maturities. At December 31, 2019,
€50  million bilateral credit facility with a bank. The facility
the Group had the following EIB loan due within one year:
was repayable at maturity.
 a €150  million loan granted in 2010 with the final
On January 16, 2020, the Group requested to early repay the
installment due in July 2020.
full outstanding amount of this facility, and the repayment
took effect on January 27, 2020.
(b) Borrowings due beyond one year The Group’s bank borrowings are subject to financial covenants
based on its Leverage ratio. None of these covenants had been
Bank borrowings: breached at December 31, 2019.
 loans granted by the European Investment Bank (EIB)
The EIB has granted iliad several loans in order to help Bonds:
finance the rollout of its ADSL and Fiber networks. These  €650 million worth of bonds maturing in 2022
loans are repayable in installments and have long maturities.
On November 26, 2015, the Group issued €650 million worth
At December 31, 2019, the Group had the following EIB loans
of bonds which pay interest at 2.125% per year.
due beyond one year:
The bonds will be redeemed at face value at maturity on
 a €200  million loan granted in 2012 with the final
December 5, 2022.
installment due in May 2022,
 a €200 million loan granted in 2016 with the final installment  €650 million worth of bonds maturing in 2024
due in September 2030 (on January 31, 2020 the Group On October 5, 2017, the Group issued €650 million worth of
requested to early repay the full outstanding amount of bonds which pay interest at 1.5% per year.
this loan, which was approved on February 5,  2020 with
The bonds will be redeemed at face value at maturity on
the repayment taking effect on February 28, 2020),
October 14, 2024.
 a €300  million loan granted in 2018 with the final
installment due in December 2032.  €1,150 million worth of bonds issued in two tranches
 loans granted by KFW IPEX-Bank On April  18, 2018 the Group issued a further €1,150  million
worth of bonds in two tranches:
KFW IPEX-Bank has granted iliad several loans in order to
help finance the rollout of its Fiber and mobile networks  a first tranche of €500 million, paying interest at 0.625%
in France and Italy. These loans – which are repayable in per year and redeemable at face value at maturity on
installments and have long maturities – were as follows at November 25, 2021,
December 31, 2019:  a second tranche of €650  million, paying interest at
1.875% per year and redeemable at face value at maturity
on April 25, 2025.

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 5 ANALYSIS OF THE GROUP’S BUSINESS AND RESULTS
Comparison of results for 2019 and 2018

Schuldschein notes maturity on May 22, 2023, May 22, 2026 and May 24, 2027,
On May  22, 2019, iliad carried out a Schuldscheindarlehen respectively;
issue (Schuldschein notes), raising a total of €500 million in six  three variable-rate tranches totaling €325  million, with
tranches: lending margins of 1.40%, 1.70% and 1.80%, and redeemable
 three fixed-rate tranches totaling €175  million, paying
at maturity on May 22, 2023, May 22, 2026 and May 24, 2027,
interest at 1.400%, 1.845% and 2.038%, and redeemable at respectively.

Summary of the Group’s borrowings due beyond one year

Type of
repayment/ Total amount Amount
In € millions Maturity redemption of financing Amount used available

Bank borrowings
EIB – 2012 May 2022 In installments 200 83 (1) -
EIB – 2016 September 2030 In installments 200 200 -
EIB – 2018 December 2032 In installments 300 300 -
KFW – 2017 May 2029 In installments 90 85 -
KFW – 2019 October 2030 In installments 150 - 150
Bilateral credit facility November 2023 At maturity 50 50 (2) -
Syndicated term loan – 2016 July 2023 At maturity 500 500 (3) -
Syndicated revolving credit facility – 2015 July 2024 At maturity 1,650 - 1,650
Bonds
Ordinary bonds – 2015 December 2022 At maturity 650 650 -
Ordinary bonds – 2017 October 2024 At maturity 650 650 -
November 2021 and
Ordinary bonds – 2018 April 2025 At maturity 500 and 650 1,150 -
May 2023, 2026 and
Schuldschein notes 2027 At maturity 500 500

(1), (2), (3) The full amount of these loans/facilities was repaid early, on February 28, January 27 and January 9, 2020,
respectively, and was accordingly reclassified within borrowings due within one year.

5.3.4 OWNERSHIP STRUCTURE At December 31, 2019 there were:

AT DECEMBER 31, 2019  two iliad stock option plans in place with a total of
265,271 shares under option;
At December  31, 2019, iliad’s share capital was made up of  three share grant plans in place representing a potential
59,162,081 ordinary shares, held by the following shareholders: 869,310 new iliad shares.
 Executive Management: 33,316,649  shares, representing
56.31% of the share capital;
 public: 25,073,890 shares, representing 42.38% of the share
capital;
 treasury shares: 771,542  shares, representing 1.30% of the
share capital.

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Additional information 5
5.4 ADDITIONAL INFORMATION

5.4.1 STRATEGIC OBJECTIVES 5.4.2 EVENTS AFTER THE BALANCE

In addition to the human impact, the current coronavirus
SHEET DATE
epidemic will generate an economic slowdown in certain
 On January 16, 2020, iliad announced the results of its public
regions. The social and financial impacts for the iliad Group are
share buyback offer launched on November  12, 2019. This
currently limited. Nevertheless, the epidemic could impact the
offer – which ran from December 23, 2019 to January 13, 2020
iliad Group and its objectives, as is the case for all companies
(inclusive) – gave shareholders the possibility of selling their
in the telecommunications sector. Possible impacts include the
iliad shares back to the Company at a price of €120 per
shortage of certain electronic components and a slower rollout
share, subject to an overall ceiling of 11,666,666 shares. As
of Fixed and Mobile networks.
the total number of shares tendered to the buyback offer,
i.e., 15,239,719, was in excess of the maximum 11,666,666 that
France iliad had undertaken to repurchase, the number of shares in
the buyback requests was reduced proportionately in line
5
 Fixed: with shareholders’ ownership interests in the Company (in
 achieve a 25% share of the Broadband and Ultra-Fast accordance with Article R. 225-155 of the French Commercial
Broadband market in the long term; Code). Consequently, iliad repurchased 11,666,666 of its own
ordinary shares, representing 19.7% of its share capital. The
 have 2 million Fiber subscribers by 2020 and 4.5 million
buyback offer was fully financed by a capital increase carried
by 2024;
out via a share issue on the open market, for which existing
 have 22  million connectible Fiber sockets by end-2022 shareholders did not have pre-emptive subscription rights but
and around 30 million by end-2024; were given a priority subscription period. As a result of this
 Mobile: capital increase, the buyback offer had no impact on iliad’s
debt or on its earnings per share because the repurchased
 have more than 80% of the subscriber base signed up to
shares were subsequently canceled.
the Free Mobile Unlimited 4G Plan (1) by 2024;
The share issue – which was launched on January 20, 2020
 have over 25,000 sites by 2024;
and represented the same amount as the share buyback offer
 achieve a 25% share of the mobile market in the long term; – was open to all iliad shareholders and was fully guaranteed
 B2B: by Xavier Niel (via a company wholly controlled by Xavier
Niel). The results of the share issue – which were published
 obtain a B2B market share of around 4% to 5% by 2024;
on January  27, 2020 – were that 10.7  million new shares
 generate B2B revenues of between €400  million and were purchased directly and indirectly by Xavier Niel, and
€500 million by 2024; the remaining 940,888 new shares were purchased by other
 Financial targets: shareholders.
 EBITDAaL margin in France (excluding B2B and sales of  On February 28, 2020, iliad S.A. announced that in accordance
devices) of over 40% in 2020; with the agreement announced on September 3, 2019, it had
closed its strategic partnership deal with InfraVia (a French
 EBITDAaL less CAPEX figure in France (excluding B2B
private equity firm specialized in infrastructure) through
activities) of more than €800 million in 2020 and around
the sale to InfraVia of 51% of Investissement dans la Fibre
€1 billion in 2021.
des Territoires (IFT), based on a full enterprise value for
IFT of €600  million. Formed specifically for the purpose
Italy of this partnership, IFT is a company dedicated to actively
managing fiber lines. In particular, it is tasked with acquiring
 Have around 5,000 active sites by end-2020.
and operating the Group’s co-financed FTTH tranches
 Based on this target number of active sites, we expect outside very densely populated areas of France. Under a
EBITDAaL losses to be lower in 2020 than in 2019. very long-term service agreement, IFT provides Free with all
 Have rolled out between 10,000 and 12,000  sites by end-
access and information services for the co-financed sockets
2024. concerned and will also be able to offer the same services to
third-party operators.
 Achieve EBITDAaL break-even with a market share of less
than 10%.
 Generate €1.5 billion in revenues in Italy in the long term.

(1) 50/100 GB for non-Freebox subscribers.

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 CONSOLIDATED FINANCIAL 6
STATEMENTS

CONSOLIDATED INCOME STATEMENT 163 CONSOLIDATED STATEMENT OF CHANGES

IN EQUITY 167

CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME 164 CONSOLIDATED STATEMENT OF CASH FLOWS 168

CONSOLIDATED BALANCE SHEET – ASSETS 165 STATUTORY AUDITORS’ REPORT

ON THE CONSOLIDATED
FINANCIAL STATEMENTS 222
CONSOLIDATED BALANCE SHEET – EQUITY
AND LIABILITIES 166

In accordance with Article 19 of EU Regulation 2017/1129, the following information is incorporated by reference in this Universal
Registration Document:
 the management report, the consolidated financial statements for the year ended December 31, 2018 and the associated Statutory
Auditors’ report presented in Chapter 20, Section 20.1 of the 2018 Registration Document filed with the French financial markets
authority (Autorité des Marchés Financiers – AMF) on April 16, 2019 under no. D.19-0348;
 the management report, the parent company financial statements and the consolidated financial statements for the year ended
December 31, 2017 and the associated Statutory Auditors’ reports presented in Chapter 20, Section 20.1 of the 2017 Registration
Document filed with the French financial markets authority (Autorité des Marchés Financiers – AMF) on April 11, 2018 under
no. D.18-0315.
These documents are available on iliad’s website at www.iliad.fr, under “Regulatory Information”.

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 6 CONSOLIDATED FINANCIAL STATEMENTS

DETAILED SUMMARY OF THE NOTES

NOTE 1 ACCOUNTING PRINCIPLES NOTE 20 PROPERTY, PLANT AND

AND POLICIES 169 EQUIPMENT 194

NOTE 2 SCOPE OF CONSOLIDATION 177 NOTE 21 EQUITY-ACCOUNTED INVESTEES 195

NOTE 3 CRITICAL ACCOUNTING NOTE 22 OTHER FINANCIAL ASSETS 198

ESTIMATES AND JUDGEMENT 178
NOTE 23 INVENTORIES 199
NOTE 4 REVENUES 178
NOTE 24 OTHER ASSETS 200
NOTE 5 SEGMENT INFORMATION 178
NOTE 25 CASH AND CASH EQUIVALENTS 201
NOTE 6 PURCHASES USED IN
PRODUCTION AND EXTERNAL NOTE 26 RECEIVABLE AND LIABILITY
CHARGES 180 RELATED TO THE SHARE
BUYBACK OFFER 201
NOTE 7 HUMAN RESOURCES DATA 180
NOTE 27 ASSETS HELD FOR SALE 202
NOTE 8 DEVELOPMENT COSTS 181
NOTE 28 EQUITY 202
NOTE 9 OTHER INCOME AND EXPENSES
FROM OPERATIONS 182 NOTE 29 STOCK OPTION AND SHARE
GRANT PLANS 203
NOTE 10 DEPRECIATION, AMORTIZATION
AND PROVISIONS 183 NOTE 30 PROVISIONS 205

NOTE 11 OTHER OPERATING INCOME NOTE 31 FINANCIAL LIABILITIES 206

AND EXPENSE, NET 184

NOTE 32 TRADE AND OTHER PAYABLES 209

NOTE 12 FINANCIAL INCOME AND
EXPENSES 185
NOTE 33 RELATED PARTY TRANSACTIONS 210
NOTE 13 CORPORATE INCOME TAX 185
NOTE 34 FINANCIAL INSTRUMENTS 212
NOTE 14 BASIC AND DILUTED EARNINGS
PER SHARE 187 NOTE 35 FINANCIAL RISK MANAGEMENT 213

NOTE 15 ANALYSIS OF THE NOTE 36 OFF-BALANCE SHEET

CONSOLIDATED STATEMENT COMMITMENTS AND
OF CASH FLOWS 187 CONTINGENCIES 215

NOTE 16 GOODWILL 190 NOTE 37 EVENTS AFTER THE REPORTING

DATE 217
NOTE 17 INTANGIBLE ASSETS 190
NOTE 38 LIST OF CONSOLIDATED
COMPANIES AT DECEMBER 31, 2019 218
NOTE 18 IMPAIRMENT TESTS ON
GOODWILL AND INTANGIBLE
ASSETS 192 NOTE 39 AUDIT FEES 221

NOTE 19 RIGHT-OF-USE ASSETS AND

LEASE LIABILITIES 193

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 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated income statement 6
CONSOLIDATED INCOME STATEMENT

In € millions Note 2019 2018*

Revenues 4 5,332 4,891

Purchases used in production 6 (2,083) (2,129)
Payroll costs 7 (292) (285)
External charges 6 (526) (579)
Taxes other than on income (104) (97)
Additions to provisions 10 (109) (26)
Other income and expenses from operations, net 9 (36) (20)
Depreciation of right-of-use assets 9 (528) 0
EBITDAaL* 1 1,654 1,755
Share-based payment expense 29 (27) (14) 6
Depreciation, amortization and provisions for impairment 10 (1,183) (1,051)
PROFIT FROM ORDINARY ACTIVITIES 444 690
Other operating income and expense, net 11 1,683 (10)
OPERATING PROFIT 2,127 680
Income from cash and cash equivalents 12 1 1
Finance costs, gross 12 (69) (47)
FINANCE COSTS, NET (68) (46)
Other financial income and expense, net 12 (40) (42)
Interest on lease liabilities 12 (35) 0
Corporate income tax 13 (245) (239)
Share of profit/(loss) of equity-accounted investees 21 (13) (23)

PROFIT FOR THE PERIOD 1,726 330

Profit for the period attributable to:
• Owners of the Company 1,719 323
• Minority interests 7 7
Earnings per share attributable to owners of the Company (in €):
• Basic earnings per share 14 29.59 5.51
• Diluted earnings per share 14 29.35 5.38

* The Group has applied IFRS 16 since January 1, 2019 using the retrospective approach, i.e. without restating comparative data for 2018.

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of comprehensive income

CONSOLIDATED STATEMENT OF COMPREHENSIVE

INCOME

In € millions 2019 2018*

PROFIT FOR THE PERIOD 1,726 330

• Items that may be subsequently reclassified to profit:
Fair value remeasurement of interest rate and currency hedging instruments (3) 6
Tax effect 1 (2)
ITEMS THAT MAY BE SUBSEQUENTLY RECLASSIFIED TO PROFIT (2) 4
• Items that will not be reclassified to profit:
Post-employment benefit obligations (IAS 19 revised): impact of changes
in actuarial assumptions (5) 4
Tax effect 1 (1)
• Items of OCI arising from equity-accounted investments that will not be
reclassified to profit 87 29
Tax effect (11) (4)
ITEMS THAT WILL NOT BE RECLASSIFIED TO PROFIT 72 28
OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF TAX 70 32
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 1,796 362
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD ATTRIBUTABLE TO:
• Owners of the Company 1,789 355
• Minority interests 7 7

* The Group has applied IFRS 16 since January 1, 2019 using the retrospective approach, i.e. without restating comparative data for 2018.

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 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated balance sheet – assets 6
CONSOLIDATED BALANCE SHEET – ASSETS

In € millions Note December 31, 2019 December 31, 2018*

Goodwill 16 294 215

Intangible assets 17 3,729 3,938
Right-of-use assets 19 2,873 0
Property, plant and equipment 20 5,240 5,358
Investments in equity-accounted investees 21 982 318
Other long-term financial assets 22 61 50
Deferred income tax assets 13 185 65
Other non-current assets 24 20 16
TOTAL NON-CURRENT ASSETS 13,384 9,960
Inventories 23 86 90 6
Current income tax assets 14 28
Trade and other receivables 24 1,114 972
Other short-term financial assets 22 2 6
Cash and cash equivalents 25 1,593 181
Receivable related to the share buyback offer 26 1,400
TOTAL CURRENT ASSETS 4,209 1,277
27
ASSETS HELD FOR SALE 563 15

TOTAL ASSETS 18,156 11,252

* The Group has applied IFRS 16 since January 1, 2019 using the retrospective approach, i.e. without restating comparative data for 2018.

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated balance sheet – equity and liabilities

CONSOLIDATED BALANCE SHEET – EQUITY

AND LIABILITIES

In € millions Note December 31, 2019 December 31, 2018*

Share capital 28 13 13
Additional paid-in capital 28 464 439
Retained earnings and other reserves 28 4,754 3,154
TOTAL EQUITY 5,231 3,606
Attributable to:
• Owners of the Company 5,222 3,591
• Minority interests 9 15
Long-term provisions 30 164 2
Long-term financial liabilities 31 3,518 3,407
Non-current lease liabilities 19 2,291 0
Deferred income tax liabilities 13 9 2
Other non-current liabilities 32 1,333 1,563
TOTAL NON-CURRENT LIABILITIES 7,315 4,974
Short-term provisions 30 156 35
Taxes payable 0 0
Trade and other payables 32 1,854 1,880
Short-term financial liabilities 31 1,685 757
Current lease liabilities 19 515 0
Liability related to the share buyback offer 26 1,400 0
TOTAL CURRENT LIABILITIES 5,610 2,672

TOTAL EQUITY AND LIABILITIES 18,156 11,252

* The Group has applied IFRS 16 since January 1, 2019 using the retrospective approach, i.e. without restating comparative data for 2018.

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 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of changes in equity 6
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Equity
Additional Own attributable
Share paid-in shares Retained to owners of Minority Total
In € millions capital capital held Reserves earnings the Company interests equity

BALANCE AT JANUARY 1, 2018 13 433 (21) 37 2,902 3,364 10 3,374

Movements in 2018
• Profit for the period 323 323 7 330
• Other comprehensive income for the period,
net of tax
Impact of interest rate and currency hedges 4 4 4
Impact of items of OCI arising from equity-
accounted investees 25 25 25
Impact of fair value adjustments
Impact of post-employment benefit obligations
3
3
3
3
3
3
6
Total comprehensive income for the period 35 323 358 7 365
• Change in share capital of iliad S.A. 6 (15) (9) (9)
• Dividends paid by iliad S.A. (40) (40) (40)
• Dividends paid by subsidiaries 0
• Purchases/sales of own shares (20) (20) (20)
• Impact of stock options and free shares 12 12 12
• Impact of changes in minority interests in
subsidiaries (74) (74) (2) (76)
• Other

BALANCE AT DECEMBER 31, 2018 13 439 (29) (17) 3,185 3,591 15 3,606

BALANCE AT JANUARY 1, 2019* 13 439 (29) (17) 3,185 3,591 15 3,606

Movements in 2019
• Profit for the period 1,720 1,720 7 1,726
• Other comprehensive income for the period,
net of tax: 0
Impact of interest rate and currency hedges (3) (3) (3)
Impact of post-employment benefit obligations 73 73 0 73
Total comprehensive income for the period 69 1,720 1,789 7 1,796
• Change in share capital of iliad S.A. 0 25 35 (35) 25 25
• Dividends paid by iliad S.A. (52) (52) (52)
• Dividends paid by subsidiaries 0 (7) (7)
• Purchases/sales of own shares (66) 0 (66) (66)
• Impact of stock options 22 22 0 22
• Impact of changes in minority interests in
subsidiaries (87) 0 (87) (5) (92)
• Other 0 0 (1) (1)

BALANCE AT DECEMBER 31, 2019 13 464 (60) (48) 4,853 5,222 9 5,231

* The Group has applied IFRS 16 since January 1, 2019 using the retrospective approach, i.e. without restating comparative data for 2018.

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

CONSOLIDATED STATEMENT OF CASH FLOWS

In € millions Note 2019 2018*

PROFIT FOR THE PERIOD (INCLUDING MINORITY INTERESTS) 1,726 330
+/- Depreciation, amortization and provisions against non-current assets and net
additions to provisions for contingencies and charges 1,983 1,044
-/+ Unrealized gains and losses on changes in fair value (1) (2)
+/- Expenses and income related to stock options and other share-based payments 22 12
-/+ Other income and expenses, net 99 2
-/+ Gains and losses on disposals of assets (1,969) (1)
-/+ Dilution gains and losses 0 0
+/- Share of profit/(loss) of equity-accounted investees 21 13 23
- Dividends (investments in non-consolidated undertakings) 0 0
CASH FLOWS FROM OPERATIONS AFTER FINANCE COSTS, NET, AND INCOME
TAX 1,873 1,408
+ Finance costs, net 12 68 46
+/- Income tax expense (including deferred taxes) 13 245 239
CASH FLOWS FROM OPERATIONS BEFORE FINANCE COSTS, NET, AND INCOME
TAX (A) 2,186 1,693
- Income tax paid (B) (340) (306)
+/- Change in operating working capital requirement (including employee benefit
obligations) (C) 15 (106) 31
= NET CASH GENERATED FROM OPERATING ACTIVITIES (E) = (A) + (B) + (C) 1,740 1,418
- Acquisitions of property, plant and equipment and intangible assets 15 (2,243) (2,447)
+ Disposals of property, plant and equipment and intangible assets 16 21
- Acquisitions of investments in non-consolidated undertakings 0 0
+ Disposals of investments in non-consolidated undertakings 0 0
+/- Effect of changes in scope of consolidation – acquisitions and price adjustments (179) (392)
+/- Effect of changes in scope of consolidation – disposals 0 0
+/- Change in outstanding loans and advances (11) 10
- Cash outflows for leasehold rights (4) 0
+/- Cash inflows/outflows related to assets held for sale 1,791 5
= NET CASH USED IN INVESTING ACTIVITIES (F) (630) (2,803)
+ Proceeds from capital increases:
Paid by owners of the Company 0 0
Paid by minority shareholders of consolidated companies 0 0
+ Proceeds received on exercise of stock options 25 6
-/+ Own-share transactions (66) (35)
- Dividends paid during the period: 0 0
Dividends paid to owners of the Company (52) (40)
Dividends paid to minority shareholders of consolidated companies (7) 0
+ Proceeds from new borrowings 31 1,135 1,528
- Repayments of borrowings 31 (68) (86)
- Repayments of lease liabilities (590) 0
- Net interest paid (55) (30)
- Interest paid on lease liabilities (15) 0
= NET CASH GENERATED FROM FINANCING ACTIVITIES (G) 307 1,343
+/- Effect of exchange-rate movements on cash and cash equivalents (H) 0 0
= NET CHANGE IN CASH AND CASH EQUIVALENTS (E + F + G + H) 1,417 (42)
Cash and cash equivalents at beginning of year 173 215
Cash and cash equivalents at year-end 15 1,591 173
* The Group has applied IFRS 16 since January 1, 2019 using the retrospective approach, i.e. without restating comparative data for 2018.

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 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows 6
NOTE 1 ACCOUNTING PRINCIPLES AND POLICIES

1.1 General information  Narrow-scope amendments to IAS  19 – Plan Amendment,

Curtailment or Settlement. IAS  19, Employee Benefits,
iliad S.A. is a société anonyme registered in France and listed on specifies how a company accounts for a defined benefit
Eurolist by Euronext Paris under the symbol “ILD”. plan. When a change to a plan – an amendment, curtailment
The iliad Group is a leading player in the telecommunications or settlement – takes place, IAS  19 requires a company to
sector in France and Italy, with more than 20 million subscribers. remeasure its net defined benefit liability or asset. The
narrow-scope amendments specify that the Company must
The Board of Directors approved the consolidated financial use the updated assumptions from such remeasurement
statements for the year ended December  31, 2019 and their to determine current service cost and net interest for the
publication date was set for March  17, 2020. These financial remainder of the reporting period after the change to the
statements will only be definitive after approval by the Company’s plan.
shareholders at the Annual General Meeting scheduled to be
held on May 20, 2020. The Group has applied these amendments.
 Amendments to IAS 28 – Long-term Interests in Associates
1.2 Applicable accounting standards and and Joint Ventures. These amendments clarify that IFRS  9,
policies
including its impairment requirements, applies to long-term
interests in associates and joint ventures that form part of
6
The main accounting policies adopted for the preparation of an entity’s net investment in these investees but to which
these consolidated financial statements are set out below. Unless the equity method is not applied. Furthermore, in applying
otherwise specified, the same policies have been consistently IFRS  9 to long-term interests, an entity does not take into
applied for all of the periods presented. account adjustments to their carrying amount required by
IAS 28 (i.e. adjustments arising from the allocation of losses
of the associate or joint venture or impairment of the net
1.2.1 Basis of preparation investment in accordance with IAS 28).
The consolidated financial statements of the iliad Group have
The Group has applied these amendments.
been prepared in accordance with International Financial
Reporting Standards (IFRS), as adopted by the European Union.  Amendments to IFRS  9 – Prepayment Features with
The historical cost convention has been applied, except for Negative Compensation, applicable as from January 1, 2019.
financial assets and liabilities carried at fair value with changes These amendments address the issue of how to account for
in fair value recognized either directly in the income statement the frequent case of debt instruments that have prepayment
or in equity when hedge accounting is used. features with negative compensation (i.e. the borrower is
permitted to prepay the instrument at an amount that could
The preparation of financial statements in compliance with IFRS
be less than the unpaid principal and interest).
requires the use of certain critical accounting estimates. It also
requires Management to exercise its judgement in the process The Group has applied these amendments.
of applying the Group’s accounting policies. The areas involving
 IFRS 16, Leases, applicable as from January 1, 2019. IFRS 16
a high degree of judgement or complexity, or areas where
specifies how both lessors and lessees should recognize,
assumptions and estimates are significant to the consolidated
measure, present and disclose leases.
financial statements, are disclosed in Note 3.
The Group has applied this standard and the impacts of its
first-time application are described in Note 1.2.5 below.
1.2.2 Standards, amendments and interpretations
whose application was mandatory for the first  IFRIC  23, Uncertainty over Income Tax Treatments,
time in the fiscal year beginning January 1, 2019 applicable as from January 1, 2019. IFRIC 23 clarifies how to
apply the recognition and measurement provisions in IAS 12,
 Annual improvements to IFRSs (2015-2017 cycle), which Income Taxes, where there is uncertainty over income tax
comprise amendments to four standards, as follows: treatments. The interpretation states that entities should use
 IAS  12, Income Taxes: clarifying the recognition of the judgement to decide whether each uncertain tax treatment
income tax consequences of dividends; should be considered independently or whether some tax
treatments should be considered together, when determining
 IAS  23, Borrowing Costs: clarifying how an entity
taxable profit (tax loss), tax bases, unused tax losses, unused
determines the amount of borrowing costs eligible for
tax credits and tax rates.
capitalization when it borrows funds generally and uses
them to obtain a qualifying asset; The Group has applied this interpretation.
 IFRS 11, Joint Arrangements: clarifying that when an entity
obtains joint control of a business that is a joint operation,
it does not remeasure previously held interests in that
business;
 IFRS  3, Business Combinations: clarifying that when an
entity obtains control of a business that is a joint operation,
it remeasures previously held interests in that business.
The Group has applied these amendments.

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

1.2.3 Standards, amendments and interpretations 1.2.5 First-time application of IFRS 16, Leases
available for early adoption in 2019 The Group has applied IFRS 16, Leases since January 1, 2019.
 Amendments to IAS  1 and IAS  8 – Definition of Material. IFRS  16 requires lessees to recognize a lease liability in the
These amendments clarify the definition of the term balance sheet representing the present value of future lease
“material” and how it should be applied by including in the payments, with a corresponding right-of-use asset recognized
definition guidance that until now has featured elsewhere in and depreciated over the lease term. Lease payments
IFRS Standards. In addition, the explanations accompanying corresponding to the payment of lease liabilities are recognized
the definition have been improved. Finally, the amendments in the statement of cash flows under cash flows from financing
ensure that the definition of material is consistent across all activities. In accordance with this new standard, wherever
IFRS Standards. possible, the Group has separated out the non-lease components
 Amendments to IAS  39, IFRS  7 and IFRS  9: Interest Rate (including service components) of its lease contracts in order
Benchmark Reform. These amendments are designed to to only include the lease components for measuring its lease
support the provision of useful financial information by liabilities.
companies during the period of uncertainty arising from the In view of its business as a network operator, the Group is
phasing out of interest-rate benchmarks such as interbank significantly affected by IFRS 16.
offered rates (IBORs). They modify some specific hedge
accounting requirements to provide relief from potential As well as the balance-sheet impacts of IFRS  16 (increase
effects of the uncertainty caused by the IBOR reform. The in assets due to the recognition of right-of-use assets, and
amendments also require companies to provide additional increase in liabilities due to the recognition of lease liabilities),
information to investors about their hedging relationships the presentation of the Group’s income statement has also been
which are directly affected by these uncertainties. affected. Operating expenses and purchases used in production
associated with leases have been replaced by depreciation of
The Group has not early adopted any of the above amendments. right-of-use assets and interest expense on lease liabilities.
The lease term used to measure lease liabilities generally
1.2.4 New standards, amendments and corresponds to the initial negotiated term of the lease, without
interpretations that were not applicable in 2019 taking into account any early termination or extension options,
(as not yet endorsed by the European Union) except for specific cases.
 Amendments to IFRS 10 and IAS 28 – Sale or Contribution The accounting method used for leases when the Group is a
of Assets between an Investor and its Associate or Joint lessor is the same as under IAS 17.
Venture. These amendments address an acknowledged
inconsistency between the reqirements in IFRS 10 and those The Group elected to use the modified retrospective approach
in IAS  28 (2011) in dealing with the sale or contribution of for its first-time application of IFRS  16, under which lease
assets between an investor and its associate or joint venture. liabilities are measured as the present value of lease payments
that have not been paid at the transition date (i.e. January  1,
The main consequence of the amendments is that a full gain 2019). Accordingly, data for the comparative period of 2018 have
or loss is recognized when a transaction involves a business not been restated.
as defined in IFRS 3 (whether it is housed in a subsidiary or
not). A partial gain or loss is recognized when a transaction The Group did not elect to apply the exemptions available in
involves assets that do not constitute a business, even if these IFRS 16 relating to leases with terms of 12 months or less or for
assets are housed in a subsidiary. The gain or loss resulting which the underlying asset is of low value.
from the sale or contribution of a subsidiary that does not In accordance with IFRS  16, assets and liabilities relating to
constitute a business to an associate or joint venture should finance leases under IAS  17 have been reclassified as right-of-
only be recognized to the extent of unrelated investors’ use assets and lease liabilities for the same carrying amounts.
interests in the associate or joint venture.
The discount rate used for each lease is determined based on
 Amendments to IFRS  3 – Definition of a Business. These the yield on government bonds in the lessee’s home country
amendments make it easier for companies to decide whether with a maturity similar to the lease term, plus the Group’s credit
activities and assets they acquire are a business or merely spread.
a group of assets. The distinction is important because an
The weighted average incremental borrowing rate at January 1,
acquirer recognizes goodwill only in acquiring a business, not
2019 for all of the Group’s lease liabilities was 2.44%, based on
in acquiring a group of assets.
the residual terms of the Group’s lease contracts at the transition
 IFRS 14, Regulatory Deferral Accounts. The objective of this date.
interim standard is to enhance the comparability of financial
The Group has identified three main types of leases, which relate
reporting by entities that are engaged in rate-regulated
to:
activities.
 networks, corresponding mainly to rentals of the local loop
 IFRS  17, Insurance Contracts. IFRS  17 replaces IFRS  4,
for Landline subscribers, (ii)  dark fiber, and (iii)  sites (land,
which was issued as an interim standard in 2004. The new
building roofs, pylons, etc.) used for setting up the Group’s
standard solves the comparison problems created by IFRS 4
active and passive mobile network infrastructure.
by requiring all insurance contracts to be accounted for in a
consistent manner. Insurance obligations will be accounted In most cases, the lease term corresponds to the remaining
for based on present values instead of historical cost and the contractual duration, except for leases of local loops, for
information will be updated regularly. which the lease term under IFRS  16 corresponds to the
estimated life of the subscriber on said local loop;
The Group is currently analyzing the impacts of applying the
above standards and amendments.  real estate (land and buildings), corresponding to leases for
the Group’s head office, stores and technical premises.

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 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows 6
The lease term is compliant with the recommendations of In November 2019, the IFRS Interpretations Committee (IFRS IC)
France’s accounting standards-setter, the ANC (nine years issued an opinion on the basis for determining the lease term
for commercial leases); to be used to calculate lease liabilities in the event the lease
agreement includes an option to renew the lease. The Group has
 Other (including vehicles).
begun to analyze the potential impact of this agenda decision
In most cases, the lease term corresponds to the remaining (which will only affect the balance sheet). As at the date its 2019
contractual duration. financial statements were approved for issue, it considered that
the impact would not be material. A more detailed analysis will
The Group decided to apply the initial recognition exemption,
be carried out in 2020.
permitted under IAS 12, for deferred taxes arising on recognition
of right-of-use assets and lease liabilities. A breakdown of the impacts of IFRS  16 in 2019 is provided in
Note 19, “Right-of-use assets and lease liabilities”.

IMPACTS ON THE CONSOLIDATED FINANCIAL STATEMENTS:

Reported figures Impacts of Restated figures

In € millions December 31, 2018 applying IFRS 16 January 1, 2019

Property, plant and equipment 5,358 (162) 5,196

O/w finance leases 149 (149) 0 6
Right-of-use assets 0 2,096 2,096
Deferred income tax assets 65 0 65
TOTAL NON-CURRENT ASSETS 9,960 1,934 11,894

Trade and other receivables 972 (6) 966

TOTAL CURRENT ASSETS 1,277 (6) 1,271

TOTAL ASSETS 11,252 1,928 13,180

TOTAL EQUITY 3,606 0 3,606

Long-term financial liabilities 3,407 (37) 3,370
O/w finance lease liabilities 37 (37) 0
Non-current lease liabilities 0 1,471 1,471
Deferred income tax liabilities 2 0 2
TOTAL NON-CURRENT LIABILITIES 4,974 1,434 6,408
Short-term financial liabilities 757 (23) 734
O/w finance lease liabilities 23 (23) 0
Current lease liabilities 0 542 542
Trade and other payables 1,880 (25) 1,855
TOTAL CURRENT LIABILITIES 2,672 494 3,166

TOTAL EQUITY AND LIABILITIES 11,252 1,928 13,180

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

Reconciliation of off-balance sheet commitments relating to operating leases at December 31, 2018 and lease liabilities at January 1, 2019:

In € millions Amount

Off-balance sheet commitments relating to operating leases at December 31, 2018 1,528

Lease term measurement differences (1) 784
Lease payment measurement differences (2) (292)
Finance lease liabilities at December 31, 2018 (3) 60
Effects of discounting (82)
Other 15

LEASE LIABILITIES AT JANUARY 1, 2019 2,013

(1) Lease term measurement differences primarily concern leases of local loops for Landline subscribers, for which the term used under
IFRS 16 corresponds to the subscriber’s estimated lifetime on said local loop.
(2) Lease payment measurement differences mainly relate to non-lease components of certain contracts not included in the calculation of
lease liabilities at January 1, 2019.
(3) Lease liabilities at January 1, 2019 include finance lease liabilities recognized in accordance with IAS 17 at December 31, 2018.

1.3 Consolidation  provision of essential technical information.

The financial statements of associates are accounted for by the
Consolidation methods equity method in the Group’s consolidated financial statements
from the date significant influence arises to the date significant
Subsidiaries influence ceases.
Subsidiaries are entities that are controlled by the Group. They The Group does not have any investments in special-purpose
are fully consolidated in the Group’s financial statements. entities or joint ventures.
Control is presumed to exist when the Group has the power to
govern an entity’s financial and operating policies, either directly Eliminations on consolidation
or indirectly, so as to obtain benefits from its activities. The All intragroup transactions and balances are eliminated on
Group controls an entity, if and only if, it has all of the following consolidation as well as gains and losses on transactions
elements of control: between subsidiaries.
 power over the entity;
Business combinations
 exposure, or rights, to variable returns from its involvement The Group applies the acquisition method to account for
with the entity; business combinations.
 the ability to use its power over the entity to affect the The cost of an acquisition is measured as the fair value of the
amount of the Group’s returns. assets transferred, equity instruments issued and liabilities
Subsidiaries are fully consolidated from the date on which incurred or assumed at the transaction date, plus all costs
control is transferred to the Group and they are deconsolidated directly attributable to the acquisition. Identifiable assets
from the date that control ceases. acquired and liabilities and contingent liabilities assumed in a
business combination are measured initially at their fair values at
The accounting policies of subsidiaries have been changed the acquisition date, including any minority interests.
where necessary to ensure consistency with the policies adopted
by the Group. Any excess of the cost of acquisition over the Group’s share of the
fair value of the identifiable net assets acquired is recognized as
Associates goodwill except for costs directly attributable to the acquisition,
which are recorded in the income statement.
Associates are all entities over which the Group has significant
influence but not control or joint control (i.e. entities that are If the cost of acquisition is less than the Group’s share of the fair
not subsidiaries or joint ventures). Interests in associates are value of the net assets of the subsidiary acquired, the difference
accounted for using the equity method. is recognized directly in the income statement.
The existence of significant influence by the Group is usually If the initial accounting for a business combination can be
evidenced in one or more of the following ways: determined only provisionally by the end of the period in which
the combination is carried out, the combination is accounted for
 representation on the Board of Directors or equivalent
using those provisional values and any adjustments made as a
governing body of the investee;
result of completing the initial accounting must be recognized
 participation in policy-making processes, including within 12 months of the acquisition date.
participation in decisions about dividends or other
distributions;
 material transactions between the Group and its investee;
 interchange of managerial personnel; or

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 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows 6
Goodwill Costs included in “Other operating income and expense, net”
Goodwill represents the excess of the cost of an acquisition over notably include expenses incurred for acquiring new entities or
the Group’s share of the fair value of the net identifiable assets costs borne on the sale of a Group entity.
of the acquired subsidiary/associate at the acquisition date. In 2018, they also included the costs of the one-off “purchasing
Goodwill arising on acquisitions of subsidiaries is recognized as power” bonus payable to employees in France as announced by
an intangible asset. Goodwill related to acquisitions of associates the French government at the end of that year.
is included in “Investments in equity-accounted investees”. The Group has elected to present an additional indicator of
Separately recognized goodwill is tested for impairment earnings performance in its income statement:
annually – or whenever events or circumstances indicate that it
EBITDAaL
may be impaired – and is carried at cost less any accumulated
impairment losses. Impairment losses on goodwill may not be EBITDAal is a key indicator of the Group’s operating performance
reversed. Gains and losses on the disposal of an entity include and corresponds to profit from ordinary activities (as defined
the carrying amount of goodwill relating to the entity sold. above) before:
Goodwill is allocated to cash-generating units for the purpose of  depreciation, amortization and impairment of property, plant
impairment testing. and equipment and intangible assets; and
Goodwill impairment losses are recorded within operating profit  share-based payment expense.
in the income statement, under “Other operating income and
expense, net”.
1.5 Summary of significant accounting policies
Functional and presentation currency
In accordance with IAS  21, items included in the financial
The main accounting policies applied by the Group are as
follows: 6
statements of each of the Group’s entities are measured using
the currency of the primary economic environment in which Revenues
the entity operates (the functional currency). The consolidated Revenues from the Group’s operations are recognized and
financial statements are presented in euros, which is the Group’s presented as follows in accordance with IFRS 15, Revenue from
presentation currency. Contracts with Customers:
Unless otherwise specified, all amounts are presented in millions  revenues from usage of connection time are recognized in
of euros. the period in which the usage takes place;
 revenues from subscriptions and flat-fee plans are recognized
Foreign currency translation over the period covered by the subscriptions or plans;
Assets and liabilities of Group companies that are denominated  revenues from the sale of mobile phones and boxes are
in foreign currencies are translated into euros at the year- recognized when they are delivered to the purchaser;
end rate. Income and expense items are translated at average
exchange rates for the year.  revenues from the sale or provision of content supplied by
external parties are presented as a gross amount when the
All resulting exchange differences are recognized directly in Group is deemed to be the party in the transaction with
equity. primary responsibility in relation to the end-customer. These
revenues are presented net of the amounts due to the content
Fiscal year-end supplier when it is the content supplier that is responsible for
providing the content to the end-customer and setting the
All Group companies have a December 31 fiscal year-end. retail price;
 revenues from the sale of advertising banners are spread over
1.4 Presentation of the financial statements the period during which the banners are displayed;
As permitted under IAS 1, Presentation of financial statements,  revenues from website hosting activities are recognized
the Group’s income statement is presented by nature. during the period in which the service is rendered.
Operating profit corresponds to profit for the period, before: The Group applies IFRS 16 when recognizing revenues generated
 financial income and expenses (as defined in Note 12); by the rental of mobile phones. Based on an analysis of the
classification criteria in IFRS  16, the Group considers that the
 current and deferred taxes; present value of the lease payments receivable is approximately
 share of profit of equity-accounted investees. equivalent to the fair value of the leased asset and that losses
associated with any cancellation are borne by customers (i.e.
Profit from ordinary activities corresponds to operating the lessees). Consequently, revenues from these transactions are
profit as defined above, before “Other operating income and accounted for as sales revenue as provided for in IFRS 16.
expense, net”. These items include income and expenses that
are rare, unusual and infrequent, which represent material The application of IFRS  15 does not affect this accounting
amounts and whose presentation within other items relating to treatment.
ordinary activities could be misleading for users of the financial The cost of sale recognized at the commencement of the lease
statements in their understanding of the Group’s performance. term is the cost, or carrying amount if different, of the leased
phone less the present value of the unguaranteed residual value.
This accounting treatment does not affect the legal classification
of these transactions under French law, which still corresponds
to the rental of a movable asset.

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

Foreign currency transactions separately, and an impairment loss is recognized if their

The recognition and measurement rules for foreign currency carrying amount exceeds their recoverable amount.
transactions are set out in IAS  21, The Effects of Changes in Intangible assets with indefinite useful lives are not amortized
Foreign Exchange Rates. In accordance with that standard, but are tested for impairment on an annual basis at the year-
transactions denominated in foreign currencies are recorded end (December 31) or whenever there is an indication that
at their value in euros at the date of the transaction. At each they may be impaired.
reporting date, monetary assets and liabilities denominated in
Licenses are amortized over the residual license period from
foreign currencies are translated at the period-end rate and any
the date when the related network is technically ready for
exchange gains or losses are recognized in profit as follows:
the service to be marketed. The Group’s 3G and 4G licenses
 as operating income or expenses for commercial transactions; in France are being amortized on a straight-line basis over a
 as financial income or expenses for financial transactions.
period of 18 years on average.
Impairment losses recognized following impairment tests are
recorded in the income statement under “Other operating
Earnings per share
income and expense, net” below profit from ordinary
The Group presents basic and diluted earnings per share. activities.
Basic earnings per share is calculated by dividing profit for the The national roaming agreement for Metropolitan France
period attributable to owners of the Company (attributable is being amortized over a period of four years as from the
profit) by the weighted average number of ordinary shares effective date of the last addendum signed in early 2017
outstanding during the period. with the incumbent operator. Amortization is spread over
Diluted earnings per share is calculated by adjusting the figures the period based on decreasing volumes between 2017 and
for attributable profit for the period and the weighted average 2020.
number of shares outstanding for the impact of all potentially The Group’s Multi-Operator Core Network (MOCN)
dilutive financial instruments. agreement in Italy is being amortized as from June  2018,
when it came into force following the launch of iliad’s Italian
Intangible assets Mobile business;
Intangible assets primarily include the following:  Software, which is amortized on a straight-line basis over a
period of one to three years;
 Development costs capitalized in accordance with IAS 38,
 The Alice customer base, which is being amortized over a
which are amortized over the period during which the Group period of 12 years.
is expected to consume the related future economic benefits.
These costs are recognized as intangible assets when they Property, plant and equipment
relate to distinctly separate projects for which (i)  the costs
can be clearly identified, (ii)  the technical feasibility of Property, plant and equipment are stated at acquisition cost,
successfully completing the project can be demonstrated, including transaction expenses, or at production cost. Cost
and (iii) it is probable that future economic benefits will be includes any expenses directly attributable to bringing the asset
generated. to the location and condition necessary for it to be capable of
operating in the manner intended by Group Management.
These conditions are deemed to be met when the six general
criteria defined in IAS 38 are fulfilled, i.e. when the Group can Depreciation is calculated by the straight-line method, based on
demonstrate: the following estimated useful lives:

(1) the technical feasibility of completing the intangible  buildings: 15 to 50 years;

asset so that it will be available for use or sale,  technical equipment: 3 to 14 years;
(2) its intention to complete the intangible asset and use or  general equipment: 10 years;
sell it,
 specific investments for optical fiber network rollouts: 8 to
(3) its ability to use or sell the asset, 30 years;
(4) how the intangible asset will generate probable future  specific investments for mobile network rollouts: 4 to 18 years;
economic benefits,
 computer equipment: 3 to 5 years;
(5) the availability of adequate technical, financial and other
resources to complete the development and to use or  office furniture and equipment: 2 to 10 years;
sell the intangible asset,  modems: 5 years;
(6) its ability to measure reliably the expenditure attributable  access fees for colocation facilities used to conduct
to the intangible asset during its development. unbundling operations are depreciated over a period of
Capitalized development costs are presented net of any 15 years;
related subsidies or research tax credits;  access fees for services specific to broadband Internet
 Intangible assets acquired in connection with a business operations are depreciated over 7 years;
combination. These assets are recognized separately from  amounts paid as consideration for obtaining indefeasible
goodwill when (i)  their fair value can be measured reliably, rights of use (IRUs) on dark optical fibers are depreciated
(ii)  they are controlled by the Group, and (iii)  they are over the term of use of the fiber concerned.
identifiable, i.e. are separable or arise from contractual or
other legal rights. Where these assets have a finite useful life At each reporting date, the Group assesses whether the
they are amortized from the date they are made available depreciation schedules still reflect the useful lives of its assets,
for use in the same way as for intangible assets acquired and makes amendments where necessary.

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 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows 6
Borrowing costs The amount of expected credit losses is remeasured at each
In accordance with IAS 23, borrowing costs directly attributable reporting date to reflect changes in credit risk since the initial
to the acquisition or production of a qualifying asset are included recognition of the financial instruments concerned. In order
in the cost of that asset. to assess whether the credit risk on a financial instrument
has increased significantly since initial recognition, the Group
compares the credit default risk at the reporting date with
Impairment of non-financial assets the default risk on the financial instrument at the initial
Non-financial assets with indefinite useful lives are not amortized, recognition date. This allows the Group to collate reasonable
but are tested for impairment on an annual basis at the year- and documented quantitative and qualitative information about
end (December 31) or whenever there is an indication that they expected credit losses, including the existence of any unresolved
may be impaired. In assessing whether there is any indication claims and litigation, claims history and any significant financial
that an asset may be impaired, the Group considers events or difficulties experienced by its debtors.
circumstances that suggest that significant unfavorable changes
have taken place which may have a prolonged, adverse effect on Deferred taxes
the Group’s economic or technological environment, or on the
assumptions used on acquisition of the asset concerned. Deferred taxes are recognized using the liability method for all
temporary differences arising between the tax bases of assets
All other assets are also tested for impairment either on an and liabilities and their carrying amounts in the consolidated
annual basis or whenever events or changes in circumstances financial statements.
indicate that their carrying amount may not be recoverable.
However, deferred taxes are not accounted for if they arise
from initial recognition of an asset or liability in a transaction
Financial assets
Financial assets held under the “hold to collect” business model
other than a business combination and there is no difference
in the applicable tax and accounting treatment. Deferred taxes 6
(held for the purpose of collecting contractual cash flows, are determined using tax rates (and laws) that have been
notably for repayments of principal and collection of interest enacted or substantially enacted by the balance sheet date and
payments) are measured at amortized cost. This is the case for are expected to apply when the related deferred tax asset is
loans and paid deposits and guarantees. recovered or the deferred tax liability is settled.

Financial assets held under the “hold to collect and sell” business Deferred tax assets are recognized for tax loss carryforwards
model (held for the purpose of collecting contractual cash flows to the extent that it is probable that future taxable profit will
– notably for repayments of principal and collection of interest be available against which the temporary differences can be
payments – as well as selling the financial assets) are measured utilized.
at fair value through other comprehensive income. Deferred taxes are recognized on temporary differences arising
Financial assets held under other business models are measured on investments in subsidiaries except where the timing of the
at fair value through profit or loss. This is the case for hedging reversal of the temporary difference is controlled by the Group
instruments that are classified as financial assets. and it is probable that the temporary difference will not reverse
in the foreseeable future.
However, in some cases, the Group has used the fair value option
available in IFRS  9, and on initial recognition has irrevocably
designated certain financial assets at fair value through other Cash and cash equivalents
comprehensive income that would otherwise have been Cash and cash equivalents include cash in hand, deposits held at
designated at fair value through profit or loss. This is notably the call with banks, short-term investments with original maturities
case for investment securities. of less than three months and highly liquid investments in
money-market mutual funds. Short-term investments are
marked to market at each balance sheet date.
Inventories
Inventories are recognized at the lower of cost and net realizable Bank overdrafts are classified as current financial liabilities.
value. Cost is determined using the first-in, first-out (FIFO)
method. Assets held for sale
Inventories are written down if their carrying amount is higher In accordance with IFRS  5, non-current assets that are
than their estimated selling price less any related selling immediately available for sale in their present condition, and
expenses. whose sale is highly probable in the short/medium term are
classified as “Assets held for sale”.
Receivables These assets are presented in the balance sheet under “Assets
Receivables are initially recognized at fair value and subsequently held for sale” and are measured at the lower of carrying amount
measured at amortized cost using the effective interest method. and fair value less costs to sell.
The fair value of short-term receivables with no stated interest
rate corresponds to the original invoice amount. Own shares held
The Group recognizes a provision for expected credit losses on Own shares held are recognized as a deduction from equity
receivables. The probability of default and the expected credit based on their acquisition cost. Gains and losses on the disposal
loss are measured based on historical data adjusted for forward- of own shares held are also recorded in equity.
looking information such as specific factors or the general
economic environment.
Expected credit losses are measured by reference to the
probability of default occurring, the “loss given default” (i.e. the
size of the loss in the event of default), and exposure at default.

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Consolidated statement of cash flows

Provisions Stock options and share grants

In accordance with IAS 37, Provisions, Contingent Liabilities and In accordance with IFRS 2, Share-based Payment, stock options,
Contingent Assets, when the Group’s obligations to third parties employee share issues and grants of shares of Group companies
known at the balance sheet date are certain or likely to cause an to employees are measured at fair value at the grant or issue
outflow of resources for the benefit of a third party, without at date.
least equivalent consideration, a provision is recorded when the
Calculations of the fair value of stock options are performed
amount concerned can be estimated with sufficient reliability.
based on criteria such as the exercise price and life of the options,
the current price of the underlying shares, the anticipated
Borrowings volatility of the share price, expected dividends on the shares
Borrowings are classified as current liabilities unless the Group and the risk-free interest rate over the life of the options.
has an unconditional right to defer settlement of the liability for The fair value of stock options is recognized under “Share-based
at least 12  months after the balance sheet date, in which case payment expense” on a straight-line basis over the vesting period
they are classified as non-current liabilities. (i.e. the service period that must be completed in order for the
options to vest), with a corresponding adjustment to equity for
Interest-bearing borrowings equity-settled plans and to employee-related liabilities for cash-
Interest-bearing borrowings are initially recognized at fair value, settled plans.
net of directly attributable transaction costs incurred. They are Performance shares are measured at fair value based on the
subsequently measured at amortized cost. iliad share price at the grant date and, where appropriate, taking
into account certain vesting conditions using a mathematical
Convertible bonds valuation model. Vesting conditions not taken into account for
The fair value of the liability component of convertible bonds is the fair value measurement at the vesting date are taken into
determined based on prevailing market interest rates for similar account in estimating the number of shares that will vest at
bonds with no conversion rights. This amount is recognized as a the end of the vesting period. This benefit is recognized in the
liability based on amortized cost. The balance of the bond issue income statement under “Share-based payment expense”, on a
proceeds is allocated to the conversion option and recognized straight-line basis over the vesting period of the shares, with a
in equity, net of tax. corresponding adjustment to equity.
A certain number of Group employees have been granted
Employee benefits shares in iliad subsidiaries subject to conditions relating to their
presence within the Group. The shares are measured based on
Other than share-based payments – which are described in a
the fair value of the benefit granted to the employee on the grant
specific note – the only employee benefits within the Group
date, with the calculation incorporating assumptions concerning
correspond to post-employment benefits.
the staff turnover rate for beneficiaries, a discount in respect
In accordance with IAS  19, Employee Benefits, independent of the lock-up period, and the fair value of the shares at the
actuarial valuations of post-employment benefit obligations grant date. This benefit is recognized in the income statement
under defined benefit plans are made using the projected unit under “Share-based payment expense”, on a straight-line basis
credit method, with benefit entitlements recognized in line with over the vesting period of the shares, with a corresponding
vesting. adjustment to equity.
For each active participant, the benefit likely to be paid is
estimated based on the rules defined in the applicable collective Derivative financial instruments and hedging activities
bargaining agreement and/or company-level agreement, using
Derivatives are initially recognized at fair value on the date
personal data projected to the standard age for payment of the
the derivative contract is entered into and are subsequently
benefit. The Group’s total obligations toward each participant
remeasured at fair value at each balance sheet date.
(total actuarial value of future benefits) are then calculated by
multiplying the estimated benefit by an actuarial factor, which The method of recognizing the resulting gain or loss depends on
takes into account the following: whether the derivative is designated as a hedging instrument,
and if so, the nature of the hedged item.
 assumptions concerning the employee’s probability of either
leaving the Group or dying before the age of payment of the The Group designates certain derivatives as hedges of a
benefit; particular risk associated with a highly probable forecast
transaction (cash flow hedges).
 the discounted value of the benefit at the measurement date.
The Group documents at the inception of the transaction the
These total benefits are then allocated over each of the past
relationship between hedging instruments and hedged items,
and future years for which rights are accrued under the plan.
as well as its risk management objectives and hedging strategy.
The portion of the Company’s obligation allocated to years
It also documents its assessment, both at the inception of the
prior to the measurement date (projected benefit obligation)
hedge and on an ongoing basis, of whether the derivatives used
corresponds to obligations for services rendered. The projected
in hedging transactions are effective in offsetting changes in
benefit obligation represents the Group’s obligation existing at
cash flows of hedged items.
the balance sheet date.
The fair values of the various derivative instruments used for
The individual results of the valuation are then aggregated to
hedging purposes are disclosed in Notes 34 and 35. The full fair
obtain Group-level results.
value of a hedging derivative is classified as a non-current asset
In accordance with IAS  19R, actuarial gains and losses are or liability when the remaining maturity of the hedged item
immediately recognized in equity. In addition, interest cost and exceeds 12 months, and as a current asset or liability when the
expected return on plan assets have been replaced with a net remaining maturity of the hedged item is less than 12 months.
interest amount that is calculated by applying the discount rate
to the net defined benefit liability (asset).

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 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows 6
The effective portion of any gain or loss from remeasuring a that time remains in equity and is transferred to the income
derivative financial instrument designated as a cash flow hedge statement under financial income or expense when:
is recognized directly in equity and the ineffective portion is
 the hedging instrument is exercised, terminated or sold;
recognized in the income statement.
 the Group no longer expects the forecast transaction to
Changes in the fair value of other derivative instruments are
occur; or
recorded in the income statement.
 the original hedged item affects profit.
If a derivative instrument no longer qualifies for hedge
accounting, any cumulative gain or loss existing in equity at

NOTE 2 SCOPE OF CONSOLIDATION

List of consolidated companies This transaction did not have any impact on consolidated profit
6
for 2019. On February  28, 2020, the Group sold a majority
and consolidation methods
interest in IFT to a third party.
The list of consolidated companies and the consolidation
In accordance with IFRS 5, the corresponding assets have been
methods used is provided in Note 38.
reclassified as assets held for sale in the consolidated financial
statements at December 31, 2019.
Changes in scope of consolidation in 2019 In December  2019, Free Mobile transferred its passive mobile
On January 18, 2019, the Group announced that it had entered infrastructure business to On Tower France. Following this
into a strategic alliance with Jaguar Network by acquiring a 75.9% transfer, 70% of the shares in On Tower France were sold to a
majority stake in the Company for €99 million. Jaguar Network’s third party for €1,403 million. The impact of this transaction on
long-standing shareholder and founder has retained the consolidated profit for 2019 is described in Note 11.
remaining 24.1% interest in the Company and continues to serve At end (2019,) the Group held a 30% stake in On Tower France,
as its Chief Executive Officer. which has been consolidated by the equity method since the
A new company – Investissement dans la Fibre des Territoires Group sold its majority interest in the Company.
(IFT) – was created in 2019, and in October the Group transferred
to IFT its co-financed fiber assets which were previously held by
Free and Free Infrastructure.

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

NOTE 3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENT

The Group makes estimates and assumptions concerning the  assessment of doubtful receivables and calculating the
future. corresponding impairment losses;
It continually reviews these estimates and assumptions which  the length of mobile phone rental periods;
are based both on past experience and on other factors deemed
 assessment of the estimated net realizable value of inventories
reasonable to be used for assessing the carrying amount of
and calculating the corresponding impairment losses;
assets and liabilities. Actual amounts may differ significantly
from these estimates should different assumptions or conditions  assessment of risks related to disputes and litigation in
apply. process and calculating the corresponding provisions;
The main accounting estimates and judgement used by the  estimation of future cash outflows for certain operating
Group relate to: licenses granted to the Group for which the definitive prices
have not yet been set;
 useful lives and impairment of non-current assets;
 determining whether the Group is principal or agent in
 assessment of the fair value of certain financial assets;
accordance with IFRS 15;
 assessment of the recoverable amount of deferred tax assets
 determining the non-cancellable term of leases, separating
recognized for tax loss carryforwards;
the lease and service components, and determining the
incremental borrowing rate when the rate implicit in the lease
cannot be readily determined for the purpose of applying
IFRS 16.

NOTE 4 REVENUES

Consolidated revenues rose 9.1% to €5.3 billion in 2019.

The presentation of the Group’s revenues by geographic segment is provided in Note 5 below.
This presentation may be changed in the future, depending on operating criteria and the development of the Group’s businesses.

NOTE 5 SEGMENT INFORMATION

The Group has two operating segments, effective since the launch of its business in Italy:
 France;
 Italy.

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 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows 6
2019 REVENUES

In € millions France Italy Total

Revenues
Landline 2,709 0 2,709
Mobile 2,202 427 2,629
Intra-group sales (6) 0 (6)
Total 4,905 427 5,332

2019 EARNINGS

In € millions France Italy Total

6
Earnings
EBITDAaL 1,907 (253) 1,654
Share-based payment expense (26) (1) (27)
Depreciation, amortization and provisions for impairment of non-
current assets (1,020) (163) (1,183)
Profit/(loss) from ordinary activities 861 (417) 444
Profit/(loss) for the period 1,787 (61) 1,726

ASSETS, EXCLUDING INVESTMENTS IN EQUITY-ACCOUNTED INVESTEES AND RELATED OPTIONS

In € millions France Italy Total

Non-current assets
Intangible assets (carrying amount) 1,411 2,318 3,729
Right-of-use assets (carrying amount) 2,500 373 2,873
Property, plant and equipment (carrying amount) 5,034 206 5,240
Current assets (excluding cash and cash equivalents, financial assets
and tax assets) 907 293 1,200
Cash and cash equivalents 1,592 1 1,593

LIABILITIES, EXCLUDING FINANCIAL LIABILITIES AND TAXES PAYABLE

In € millions France Italy Total

Non-current liabilities
Other non-current liabilities 134 1,199 1,333
Current liabilities
Trade and other payables 1,147 707 1,854

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

NOTE 6 PURCHASES USED IN PRODUCTION AND EXTERNAL CHARGES

Purchases used in production mainly include: External charges primarily comprise:

 interconnection costs invoiced by other operators (including  logistics and dispatch costs;
roaming charges);
 leasing expenses (including leases entered into for network
 costs relating to unbundling operations; development purposes, such as mobile sites);
 costs and fees related to the FTTH business;  marketing and advertising costs;
 acquisitions of goods and services for resale or for use in  external service provider fees;
designing goods or services invoiced by the Group.
 subcontracting costs.

NOTE 7 HUMAN RESOURCES DATA

Payroll costs
Payroll costs break down as follows:

In € millions 2019 2018

• Wages and salaries (224) (213)

• Payroll taxes (68) (72)

TOTAL (292) (285)

Number of employees at year-end

The Group’s headcount can be analyzed as follows by category:

Number of employees at year-end 2019 2018

• Management 1,930 1,573

• Other 9,153 8,503

TOTAL 11,083 10,076

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Consolidated statement of cash flows 6
Post-employment benefits
The methods used for recognizing and measuring pension and other post-employment benefit obligations comply with IAS  19R,
Employee Benefits (see Note 1).
The following main economic assumptions were used to measure the Group’s post-employment benefit obligations at December 31,
2019 and 2018:

In € millions 2019 2018

Present value of obligation at beginning of year: 19 19

• Current service cost 3 3
• Loss/(gain) from changes in assumptions 5 (4)
• Experience (gains)/losses 0 1

TOTAL 27 19

Movements in the Group’s post-employment benefit obligations in 2019 and 2018 can be analyzed as follows:

2019 2018
6
• Discount rate 1.00% 1.90%
• Long-term inflation rate 2% 2%
• Mortality table Insee TD/TV 2013-2015 Insee 2012-2014
• Type of retirement Voluntary Voluntary
• Retirement age
Management Statutory retirement age post 2014 Statutory retirement age post 2014
French pension reform and the 2015 French pension reform and the 2015
Other French Social Security Financing Act French Social Security Financing Act

The impact on equity of the Group’s post-employment benefit obligations was a negative €4,775 thousand (before tax) at December 31,
2019 and the amount recognized in the income statement for the year then ended corresponded to a €3,637 thousand expense (before tax).

NOTE 8 DEVELOPMENT COSTS

Development costs include the following:  the technological development costs incurred in the Mobile
telephony business, notably concerning the network’s
 the cost of designing new products, adapting existing
architecture and functionalities. These costs are primarily
products to the Internet, and researching or creating
incurred by Free Mobile.
databases for new applications. These costs are primarily
incurred by Freebox; Development costs incurred in 2019 are presented net of any
related research tax credits.
 specific development costs for remote processing and/or
storage of information by Online;

In € millions 2019 2018

• Capitalized development costs (13) (10)

• Development costs recognized directly in the income statement (1) (1)

TOTAL (14) (11)

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

NOTE 9 OTHER INCOME AND EXPENSES FROM OPERATIONS

“Other income from operations” breaks down as follows:

In € millions 2019 2018

• Proceeds from sales of non-current assets 6 36

• Customer contract termination fees 8 9
• Other revenues 4 18

TOTAL OTHER INCOME FROM OPERATIONS 18 63

“Other expenses from operations” can be analyzed as follows:

In € millions 2019 2018

• Carrying amount of divested non-current assets (5) (32)

• Royalties and similar fees (44) (42)
• Bad debts 0 0
• Other (5) (9)

TOTAL OTHER EXPENSES FROM OPERATIONS (54) (83)

In € millions 2019 2018

OTHER INCOME AND EXPENSES FROM OPERATIONS, NET (36) (20)

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Consolidated statement of cash flows 6
NOTE 10 DEPRECIATION, AMORTIZATION AND PROVISIONS

The following tables show the breakdown between the various components of depreciation, amortization and provisions:

DEPRECIATION, AMORTIZATION AND PROVISIONS FOR IMPAIRMENT OF NON-CURRENT ASSETS

In € millions 2019 2018

• Depreciation and amortization expense:

Intangible assets (370) (287)
Property, plant and equipment (814) (765)
• Additions to provisions for impairment of non-current assets:
Property, plant and equipment (2) (1)
6
• Depreciation/amortization of investment grants:
Intangible assets 2 1
Property, plant and equipment 1 1

TOTAL (1,183) (1,051)

ADDITIONS TO PROVISIONS FOR CONTINGENCIES AND CHARGES AND IMPAIRMENT OF CURRENT ASSETS

In € millions 2019 2018

• Provisions for contingencies and charges (44) 6

• Provisions for impairment of inventories and trade receivables (65) (32)

TOTAL (109) (26)

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

NOTE 11 OTHER OPERATING INCOME AND EXPENSE, NET

In € millions 2019 2018

• Acquisitions and sales of real estate held for sale (1) (10)
• Gains on asset disposals 1,968 0
• Other operating expenses (284) 0

TOTAL 1,683 (10)

The €1 million net expense recognized in 2019 under “Acquisitions and sales of real estate held for sale” mainly related to IRE and IMI.

Gains on asset disposals The total gain recognized on these two disposals represented
€1,968 million in 2019.
On May 7, 2019, the Group announced that it had entered into a
strategic partnership with Cellnex concerning its passive mobile
infrastructure in France and Italy. The partnership deal was Other operating expenses
finalized on December 3, 2019 for Italy and December 23, 2019
This caption includes miscellaneous costs and other expenses
for France.
incurred by the Group in connection with operations initiated in
In France, iliad sold to Cellnex 70% of the Company that manages 2019, including mainly the partnership with Cellnex.
its French passive mobile telecommunications infrastructure
It also includes impairment losses recognized against long-
(“On Tower France”), comprising 5,700 sites at end (2019.)
term contracts that have become onerous following the
Prior to the sale of this 70% stake, the Group had transferred Group’s strategic repositioning or due to changes in economic
to On Tower France all of the assets and liabilities related to its circumstances or market conditions since the contracts were
passive mobile telecommunications infrastructure activities for signed.
almost €2 billion.
In Italy, this partnership concerned the sale of around
2,200  sites. The partnership deal was completed by iliad Italia
on December  3, 2019 and a total amount of €600  million was
paid to iliad.

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Consolidated statement of cash flows 6
NOTE 12 FINANCIAL INCOME AND EXPENSES

Financial income and expenses can be analyzed as follows:

In € millions 2019 2018

• Income from cash and cash equivalents 1 1

• Finance costs, gross:
Interest on borrowings (69) (47)
Finance costs, net (68) (46)
• Other financial income 3 2
Sub-total – Other financial income 3 2
• Other financial expenses
Translation adjustments/Hedging expense (2) (4) 6
Discounting expense (41) (40)
Other 0 0
Sub-total – Other financial expenses (43) (44)
Other financial expense, net (40) (42)
Interest on lease liabilities (35) 0

NET FINANCIAL EXPENSE (143) (88)

Net financial expense primarily concerns the costs of the Group’s various sources of financing (see Note 31) as well as discounting expense.
Finance costs, gross, mainly comprise interest on borrowings.
Discounting expense mainly concerns trade payables with maturities of more than one year.
Interest on lease liabilities recognized in 2019 relates to the Group’s application of IFRS 16.

NOTE 13 CORPORATE INCOME TAX

Analysis of the corporate income tax charge

The Group’s corporate income tax charge breaks down as follows:

In € millions 2019 2018

Current taxes
• on income (341) (253)
• on value added (CVAE) (38) (33)
CURRENT INCOME TAX CHARGE (379) (286)
Deferred taxes
• on income 134 47
• on value added (CVAE) 0 0
DEFERRED INCOME TAX BENEFIT/(CHARGE) 134 47

TOTAL TAX CHARGE (245) (239)

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

Tax group tax loss carryforwards were recognized in full at December 31,

iliad has set up a tax group, which at end (2019) included all 2019 in view of the resounding commercial success of the launch
consolidated companies except for companies that were less of the Group’s Italian subsidiary and based on the Group’s five-
than 95%-owned by the Group and companies whose registered year forecasts for this subsidiary.
office is located outside France. The tax losses in Italy can be carried forward indefinitely.
The iliad Group expects these losses to be absorbed within a
Description of deferred tax assets/liabilities and tax period of approximately five years.
loss carryforwards
The iliad Group’s deferred tax assets and liabilities mainly arise Tax proof
on non-current assets and on tax loss carryforwards. The table below reconciles the Group’s theoretical tax rate with
At December  31, 2019, deferred tax assets arising on tax the effective tax rate calculated on consolidated profit from
loss carryforwards related solely to Italy and amounted to continuing operations before tax.
€44 million compared to €45 million at December 31, 2018. The

In € millions 2019 2018

PROFIT FOR THE PERIOD 1,726 330

• Corporate income tax 245 239
CONSOLIDATED PROFIT FROM CONTINUING OPERATIONS BEFORE TAX 1,971 569
THEORETICAL TAX RATE 32.02% 34.43%
• Net impact of permanent differences -22.04% +2.96%
• Impact of unrecognized tax loss carryforwards -0.09% -0.16%
• Impact of different tax rates +2.53% +4.75%
• Other impacts 0.00% +0.02%

EFFECTIVE TAX RATE 12.42% 42.00%

Unrecognized deferred tax assets  tax loss carryforwards that are not expected to be utilized
based on the projected future earnings of the companies
Unrecognized deferred tax assets concern: concerned using information available at the balance
 tax loss carryforwards of companies outside the iliad tax sheet date, or when the companies concerned have been
group that have been in a loss-making position for several historically loss-making and their turnaround is in progress.
years and are not expected to return to profit in the near Unrecognized deferred tax assets totalled €1,573  thousand at
future; December 31, 2019 versus €899 thousand at December 31, 2018.

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 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows 6
NOTE 14 BASIC AND DILUTED EARNINGS PER SHARE

BASIC EARNINGS PER SHARE:

Basic earnings per share 2019 2018

• Number of shares at the year-end 59,162,081 59,045,555

• Weighted average number of shares 58,092,463 58,602,699

DILUTED EARNINGS PER SHARE

6
2019 2018

PROFIT FOR THE PERIOD ATTRIBUTABLE TO OWNERS OF THE COMPANY 1,719 323
Interest expense on OCEANE convertible bonds 0 0
DILUTED PROFIT FOR THE PERIOD ATTRIBUTABLE TO OWNERS OF THE COMPANY 1,719 323
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (AFTER DILUTION)
• Weighted average number of shares outstanding (see above) 58,092,463 58,602,699
• Number of share equivalents:
Stock options and free share grants 470,803 1,358,337
MAXIMUM WEIGHTED AVERAGE NUMBER OF SHARES AFTER DILUTION 58,563,266 59,961,036

DILUTED EARNINGS PER SHARE (in €) 29.35 5.38

Dilutive instruments
As iliad’s average share price in 2019 was €97.64, all of the Group’s stock option and free share plans were considered to be dilutive
during the year except for the iliad free share plan set up in 2019.

NOTE 15 ANALYSIS OF THE CONSOLIDATED STATEMENT OF CASH FLOWS

Cash flows from operating activities  deferrals or adjustments concerning past or future cash
inflows or outflows related to operations; and
Net cash generated from operating activities is determined
by the indirect method, which consists of adding back to or  all cash flows relating to investing or financing activities.
deducting from profit for the period:
 all non-cash transactions;

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

Changes in operating working capital requirement

Changes in operating working capital requirement during 2019 and 2018 can be analyzed as follows:

Impact of
changes in
Balance at Net Net scope of Balance at
2019 Note Jan. 1, 2019 debits credits consolidation Other Dec. 31, 2019

• Net inventories 23 90 (4) 86

• Net trade receivables 24 641 (83) (1) 4 561
• Other net receivables 24 320 257 (24) 553
• Trade payables (suppliers of goods and services) 32 (712) 45 4 (663)
• Other payables (449) (138) (4) (4) (595)

TOTAL (110) 302 (225) (25) 0 (58)

CHANGE IN OPERATING WORKING CAPITAL
REQUIREMENT IN 2019 77

Impact of
changes in
Balance at Net Net scope of Balance at
2018 Note Jan. 1, 2018 debits credits consolidation Other Dec. 31, 2018

• Net inventories 23 31 59 0 0 90
• Net trade receivables 24 492 149 0 0 641
• Other net receivables 24 233 87 0 0 320
• Trade payables (suppliers of goods and services) 32 (490) (220) 1 (3) (712)
• Other payables (347) (106) 4 0 (449)

TOTAL (81) 295 (326) 5 (3) (110)

CHANGE IN OPERATING WORKING CAPITAL
REQUIREMENT IN 2018 (31)

OTHER RECEIVABLES

Note December 31, 2019 December 31, 2018

Trade and other receivables: 24 1,114 972

• Net trade receivables (incl. VAT) 24 (561) (641)
• Receivables on sales of non-current assets (excl. VAT) 24 0 (11)

OTHER RECEIVABLES 553 320

OTHER PAYABLES

Note December 31, 2019 December 31, 2018

Trade and other payables: 32 3,187 3,443

• Suppliers of goods and services (incl. VAT) 32 (664) (712)
• Suppliers of non-current assets (excl. VAT) (1,812) (2,282)

OTHER PAYABLES 711 449

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 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows 6
Acquisitions of property, plant and equipment and intangible assets
This item can be analyzed as follows:

Note December 31, 2019 December 31, 2018

• Acquisition of intangible assets 17 155 1,513

• Acquisition of property, plant and equipment 20 1,732 1,702
• Suppliers of non-current assets (excl. VAT):
at January 1 2,282 1,487
impact of first-time application of IFRS 16 (20) 0
at December 31 (1,796) (2,282)
• Other (110) 27

TOTAL 2,243 2,447

CASH AND CASH EQUIVALENTS 6

Cash and cash Cash and cash

equivalents at equivalents at
Note December 31, 2019 December 31, 2018

Cash (including currency hedges) 25 259 68

Marketable securities 25 1,334 113
SUB-TOTAL 1,593 181
Bank overdrafts 31 (2) (8)

TOTAL 1,591 173

Non-monetary flows relating to investing and financing activities

The following table presents transactions carried out by the Group that did not have an impact on cash flows, and which are therefore
not included in the statement of cash flows:

In € millions 2019 2018

• Acquisitions of assets under finance leases 0 39

These contracts were reclassified in 2019 and are now recognized under “Right-of-use assets” in accordance with IFRS 16.

Universal Registration Document 2019 - 189

 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

NOTE 16 GOODWILL

In € millions 2019 2018

Carrying amount at January 1 294 215

CARRYING AMOUNT AT DECEMBER 31 294 215

The €79 million year-on-year increase in goodwill reflects the acquisition of Jaguar Network on January 18, 2019.
The table below shows a breakdown of the goodwill calculation for this acquisition:

Purchase price of Jaguar Network 99

• Jaguar equity at the acquisition date 4

• Valuation of the Jaguar brand 3
• Valuation of Jaguar customer relationships 25
• Impact of deferred tax (8)
• Other allocations 3
Remeasured Jaguar equity at the acquisition date 27
Share of remeasured equity acquired by iliad 20

GOODWILL ARISING ON THE JAGUAR NETWORK ACQUISITION 79

NOTE 17 INTANGIBLE ASSETS

Intangible assets break down as follows:

December 31, 2019 December 31, 2018

Amortization Amortization
In € millions Gross and impairment Net Gross and impairment Net
Acquisitions:
• 3G licenses - France 323 143 180 323 125 198
• 4G licenses - France 1,296 228 1,068 1,284 163 1,121
• Licenses - French overseas départements
and collectivités 11 0 11 8 0 8
• Licenses - Italy 2,052 212 1,840 2,050 75 1,975
• Alice customer base 25 24 1 25 22 3
• Other intangible assets 1,864 1,252 621 1,726 1,105 621
Internally-generated intangible assets:
• Development costs 28 11 8 22 10 12

TOTAL 5,599 1,870 3,729 5,438 1,500 3,938

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 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows 6
France: (2 x 5 MHz in the 900 MHz band, 2 x 10 MHz in the 1,800 MHz
band, 2 x 10 MHz in the 2,100 MHz band and 2 x 10 MHz in the
In January  2010, the Group was issued France’s fourth 3G 2,600 MHz band) at a cost of €450 million (excluding extensions
mobile telecommunications license in return for consideration of and transfer taxes), to be paid between 2017 and 2019. At
€242.7 million. In accordance with IAS 23 the carrying amount of December 31, 2019, the Group had paid all of the amounts due
this asset in the balance sheet includes related borrowing costs. for these frequencies.
In September 2011, the Group was allocated a license for 20 MHz In addition, in 2017, the Group paid €220  million to the Italian
(duplex) of spectrum in the new generation 4G (2,600  MHz) government under its process to refarm and extend the licenses
frequency band for a cost of €278.1 million. The carrying amount for 1,800 MHz frequencies until 2029.
of this asset includes related borrowing costs in accordance with
IAS 23. This spectrum has been used since December 2013. Lastly, the Group became the legal owner of the licenses for
the above portfolio of 2x35 MHz frequencies in Italy following a
In December  2014, the Group was granted a license to use decision issued by the Italian Ministry of Economic Development
5  MHz (duplex) in the 1,800  MHz (4G) frequency band, which (MiSE) on November  4, 2016. The estimated duration of
it has used since October  2015, and in September  2015 it was these licenses includes the extension periods provided for by
granted a license to use an additional 10 MHz in the 1,800 MHz Italian law until the end of 2029. The Group recognized under
(4G) frequency band, which has been used since May 2016. intangible assets the estimated amount it has to pay to the
Following a spectrum auction in France, in November 2015 the MiSE by 2021 for the extension and 4G refarming of the 900
Group was allocated 10 MHz (duplex) in the 700 MHz (4G) band and 2,100  MHz spectrum for the period from December  2021
for €933 million. through December 2029.
This frequency band was gradually brought into service between Part of this frequency portfolio was used by Wind/H3G during a
2016 and 2019 as it became available.
The first tranche of the 700  MHz band (20.66%) was brought
transition period that expired at the end of 2019.
In accordance with IAS  38, the Group recognized an
6
into service in 2016. New tranches were subsequently brought €895.9  million intangible asset, corresponding to the present
into service throughout 2018 (representing 34.03% of the band) value of the expected cash outflows for the Italian spectrum
and in 2019 (45.31%). licenses. The discount rate used to calculate this intangible asset
was 2.11%, corresponding to the average interest rate on the
At December 31, 2019, the entire 700 MHz (4G) frequency band Group’s gross borrowings for the second half of 2016.
had therefore been brought into service.
In its 2018 Finance Act published in late 2017, the Italian
In November 2016, the Group was allocated 3G and 4G spectrum government issued its procedures for the assignment of
in the following French overseas territories: Guadeloupe, 700 MHz frequencies as well as the 3,600 MHz (3,800) MHz and
Martinique, French Guiana, Saint Barthélemy and Saint Martin. 26 GHz (27) GHz frequencies that will be used for 5G. The results
In 2018, ARCEP (the French telecommunications regulator) of the spectrum auction were announced in October 2018,
carried out a procedure to reallocate frequencies in the and the Group was allocated the following (for a total of
900 MHz, 1,800 MHz and 2.1 GHz bands, whose licenses expire €1,193 million):
between 2021 and 2024. Following this procedure, the Group
will have additional frequencies in the 900  MHz and 2.1  GHz  2 x 10 MHz in the 700 MHz band;
bands. As mentioned above, Free Mobile already has a license to  20 MHz in the 3.6-3.8 GHz band;
use frequencies in the 1,800 MHz band.
 200 MHz in the 26.5-27.5 GHz band.
Following ARCEP’s final decision issued on November 15, 2018
concerning the reallocation of frequencies, the Group will have At December 31, 2019, the Group had paid a total of €152 million
an additional 3.7  MHz in the 900  MHz frequency band and for these frequencies and the balance will be paid by end (2022.)
an additional 9.8  MHz in the 2.1  GHz band. This reallocation In accordance with IAS  38, the Group recognized a
procedure will gradually lead to a more balanced split of €1,128.8  million intangible asset, corresponding to the present
frequencies between France’s operators. The frequencies in the value of the expected cash outflows for its Italian 5G license. The
900  MHz and 2.1  GHz bands allocated to Free Mobile will be discount rate used to calculate this intangible asset was 1.56%,
available when their current licenses expire, i.e. in 2021 and 2024 corresponding to the average interest rate on the Group’s gross
respectively. borrowings for 2018. The contra-entry to the recognition of this
The Group currently has a total portfolio of 55  MHz duplex €1,128.8 million intangible asset was recorded as a payable.
with balanced coverage across Metropolitan France, enabling
it to deliver high-performing services in both 3G and 4G. This
portfolio will be increased to 68.5 MHz following the frequency
Group:
reallocation procedure described above. Borrowing costs capitalized in previous years relating to the
Group’s licenses represented a gross amount of €87  million at
Since 2012 the Group has accelerated the rollout of its mobile
December 31, 2019. The amount capitalized during the year was
operations, which has resulted in the signature of agreements
€7 million.
granting the Group certain long-term rights.
There are no restrictions on the legal title of the Group’s
intangible assets and none of these assets have been pledged
Italy: as security for borrowings.
In July 2016, the Group signed an agreement with the Hutchison
and VimpelCom groups as part of the plan to merge their H3G
and Wind subsidiaries. This agreement provided for iliad to
acquire assets enabling it to enter the market in Italy as the
fourth mobile operator.
The assets transferred to the Group pursuant to this agreement
include licenses to use a portfolio of 2x35  MHz frequencies

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

Movements in net intangible assets can be analyzed as follows:

In € millions December 31, 2019 December 31, 2018

Net at January 1 3,938 2,705

Additions:
• acquisitions 155 1,513
• asset remeasurement 0 0
• internally-generated intangible assets 12 8
Reclassifications 0 0
Other (6) (1)
Amortization and impairment (370) (287)

NET AT DECEMBER 31 3,729 3,938

Intangible assets in progress

The carrying amount of intangible assets in progress is included in the carrying amounts of the various categories of intangible assets,
as follows:

In € millions December 31, 2019 December 31, 2018

• Licenses 1,620 2,470

• Other 2 1

TOTAL 1,622 2,471

NOTE 18 IMPAIRMENT TESTS ON GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets not yet available for use are tested Impairment tests
for impairment on an annual basis at the year-end (December
31) or whenever there is an indication that they may be impaired. At December  31, 2019 the Group carried out its annual
impairment test on its France Retail Telecom CGU and Italy
Intangible assets with finite useful lives are tested for impairment Retail Telecom CGU. The test was performed by comparing each
whenever there is an indication that they may be impaired. CGU’s recoverable amount against its carrying amount.
The recoverable amounts were calculated using the discounted
cash flow method based on in-house Business Plans drawn up
by the Group.

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 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows 6
Consequently, on the basis of these impairment tests, no impairment losses were recognized against any of the assets allocated to the
two CGUs.
The assumptions used for calculating the recoverable amounts of the France and Italy CGUs were as follows at December 31, 2019:

France CGU Italy CGU

Post-tax discount rate 6.4% 10.0%

Perpetuity growth rate 1.0% 1.5%

Sensitivity of recoverable amounts The test measured sensitivity to each of the following variables:
At December 31, 2019, the Group performed a sensitivity test on  an increase of 0.5% in the discount rate;
its Italy Retail Telecom CGU. No material impairment loss came  a decrease of 0.5% in the perpetual growth rate;
to light as a result of this test.
 a decrease of 5% in cash in the last year of the business plan.

6
NOTE 19 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

The Group’s three main types of leases are as follows:

Networks Real estate Other

January 1, 2019 89.7% 9.8% 0.5%

December 31, 2019 91.99% 7.4% 0.7%

The carrying amount of right-of-use assets breaks down as follows:

In € millions Networks Real estate Other Total

Carrying amount at January 1, 2019 1,881 205 10 2,096

Acquisitions (new assets) 1,676 33 17 1,726
Disposals (407) (1) 0 (408)
Reclassification of assets held for sale 0 0 0 0
Impact of changes in scope of consolidation 4 6 0 10
Other (28) 5 0 (23)
Depreciation (489) (31) (8) (528)
Carrying amount at December 31, 2019 2,637 217 19 2,873

Lease liabilities break down as follows:

In € millions Networks Real estate Other Total

January 1, 2019 Non-current 1,299 169 3 1,471

January 1, 2019 Current 506 30 6 542
Total carrying amount of lease liabilities at January 1, 2019 1,805 199 9 2,013
December 31, 2019 Non-current 2,089 193 9 2,291
December 31, 2019 Current 481 26 8 515
Total carrying amount of lease liabilities at December 31, 2019 2,570 219 17 2,806

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

Breakdown of the Group’s undiscounted lease liabilities at December 31, 2019:

December 31, Due within Due within Due within Due within Due within Due beyond
In € millions 2019 1 year 2 years 3 years 4 years 5 years 5 years
Undiscounted lease liabilities 3,845 592 441 367 294 230 1,921

NOTE 20 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment can be analyzed as follows:

December 31, 2019 December 31, 2018

In € millions Gross Depreciation Net Gross Depreciation Net

• Land and buildings (1)
79 5 74 154 13 141
• Network usage rights 191 114 77 189 105 84
• Service access fees 750 413 337 763 396 367
• Network equipment (2)
7,570 3,424 4,146 7,277 3,129 4,148
• Other 772 166 606 753 135 618

TOTAL 9,362 4,122 5,240 9,136 3,778 5,358

(1) of which finance leases 0 0 0 85 9 76

(2) of which finance leases 0 0 0 224 150 74

In accordance with IFRS 16, assets relating to finance leases were reclassified to “Right-of-use assets” at January 1, 2019.
There are no restrictions on the legal title of the Group’s property, plant and equipment and none of these assets have been pledged
as security for borrowings.
Movements in net property, plant and equipment can be analyzed as follows:

In € millions 2019 2018

Net at January 1 5,358 4,417

Impact of applying IFRS 16 (125)
Net at January 1 after applying IFRS 16 5,233 4,417
Acquisitions* 1,732 1,740
Disposals (414) (32)
Reclassifications (534) 0
Impact of changes in scope of consolidation 21 (1)
Other (13) (1)
Depreciation and impairment (785) (765)

NET AT DECEMBER 31 5,240 5,358

* Acquisitions excluding assets acquired under finance leases 0 1,702

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 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows 6
During 2019, the Group kept up its capital spending drive for related expenditure for modems and other connection
growth projects. This included the following: expenses);
 a step-up in the pace of investments for the FTTH network  investment in the hosting business, which is growing rapidly;
rollout, with a particular acceleration in rollouts in “averagely
 investments related to the Group’s Italian Mobile business
populated areas”, and an increase in the number of
(expenditure for structural work and capital outlay for the
subscribers being connected up to fiber;
network).
 mobile-related capital expenditure, reflecting the significant
progress made in the mobile network rollout and technological
upgrades, particularly for 4G/4G+; Impairment of property, plant and equipment
 capital expenditure related to the launch of the new Items of property, plant and equipment are tested for impairment
Freeboxes at end (2018); whenever events or changes in circumstances indicate that their
carrying amount may not be recoverable. In 2019, no such events
 capital expenditure for fixed operations (including network or circumstances were identified that had a material effect on
expenditure due to increased unbundling and subscriber- the carrying amount of these assets.

Assets under construction

The carrying amount of assets under construction is included in the carrying amounts of the various categories of property, plant and
equipment, as follows:

In € millions December 31, 2019 December 31, 2018

6
• Land and buildings 28 29
• Network usage rights 3 3
• Network equipment 926 772

TOTAL 957 804

NOTE 21 EQUITY-ACCOUNTED INVESTEES

The Group has three main equity-accounted investees:  This investment by iliad and NJJ (via its subsidiary NJJ Tara)
was carried out through a joint vehicle – NJJ Boru – which is
 Telecom Réunion Mayotte (TRM) – 50% interest, acquired on
49% owned by the Group and 51% by NJJ Tara;
November 6, 2015 for €24 million;
 The €316  million acquisition price breaks down as
 NJJ Boru – 49% interest, acquired on April  6, 2018 for
(i)  €300  million corresponding to the value of the Group’s
c. €316 million as part of the eir transaction. At the same date,
investment in eir, recognized by the equity method and
NJJ Boru acquired a 64.5% interest in eir.
(ii)  €16  million representing the value of the call option
 The Group therefore holds a 31.6% indirect interest in eir – granted to iliad by NJJ Tara (see Note 22);
Ireland’s incumbent telecom operator – alongside NJJ (Xavier
 On December 23, 2019, iliad sold to Cellnex 70% of On Tower
Niel’s private holding company), which agreed to purchase a
France’s shares for €1,404  million. During 2019 all of Free
32.9% indirect interest in eir.
Mobile’s passive mobile telecommunications infrastructure
was transferred to On Tower France. At December 31, 2019,
the Group still held a 30% stake in On Tower France.

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

Share of profit/(loss) of equity-accounted investees:

In € millions 2019 2018

Share of profit/(loss) of equity-accounted investees before tax (11) (19)

Share of tax of equity-accounted investees (2) (4)

SHARE OF PROFIT/(LOSS) OF EQUITY-ACCOUNTED INVESTEES AFTER TAX (13) (23)

The Group’s share of profit/(loss) of equity-accounted investees  a negative €28  million in 2019, mainly attributable to non-
in 2018 and 2019 was affected by non-recurring items, as follows: recurring costs incurred by eir (for renegotiating its debt and
leaving its long-standing head office).
 a negative €26  million in 2018, primarily corresponding to
acquisition-related costs for the eir transaction and the
impact of the restructuring plan undertaken by eir after the
transaction;

Movements in the Group’s investments in equity-accounted investees were as follows in 2019 and 2018:

In € millions 2019 2018

At January 1 318 16
Share of net assets of equity-accounted investees 0 0
Goodwill 0 0

INVESTMENTS IN EQUITY-ACCOUNTED INVESTEES AT JANUARY 1 318 16

Movements
Share of profit/(loss) of equity-accounted investees (1) (13) (23)
Share of OCI of equity-accounted investees 76 25
Dividends paid 0 0
Translation adjustments 0 0
Capital reductions 0 0
Acquisitions and changes in scope of consolidation 601 300
Other 0 0

INVESTMENTS IN EQUITY-ACCOUNTED INVESTEES AT DECEMBER 31 982 318

(1) Including the share of NJJ Boru’s loss: €25 million in 2018 and €16 million in 2019.

The main changes in scope of consolidation concern (i) NJJ Boru’s acquisition of eir in 2018 and (ii) the first-time equity accounting of
On Tower France in 2019 (following the Group’s sale of a 70% majority stake in that company on December 23, 2019).

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 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows 6
The following table sets out the key financial information of the TRM sub-group, based on its most recent consolidated financial
statements prepared in accordance with IFRS:

In € millions 2019 2018

Revenues 64 62
Profit for the period 6 5
Other comprehensive income 0 0

TOTAL COMPREHENSIVE INCOME 6 5

Non-current assets 101 94
Current assets 31 24
Non-current liabilities (61) (51)
Current liabilities (25) (32)

TOTAL NET ASSETS 46 35

The following table sets out the key financial information of the NJJ Boru sub-group, based on its most recent consolidated financial
statements prepared in accordance with IFRS: 6
In € millions 2019 2018

Revenues 1,198 935

Profit/(loss) for the period (52) (73)
Other comprehensive income 240 77

TOTAL COMPREHENSIVE INCOME 188 4

Non-current assets 4,312 4,133
Current assets 549 483
Non-current liabilities (3,030) (2,978)
Current liabilities (644) (639)

TOTAL NET ASSETS 1,187 999

The following table sets out the key financial information of On Tower France, based on its most recent financial statements prepared
in accordance with IFRS:

In € millions 2019

REVENUES 5
Profit for the period 2
Other comprehensive income 0
TOTAL COMPREHENSIVE INCOME 2
Non-current assets 2,007
Current assets 26
Non-current liabilities (10)
Current liabilities (17)

TOTAL NET ASSETS 2,006

iliad’s consolidated financial statements include transactions carried out by the Group with equity-accounted investees as part of its
routine business. These transactions are conducted on arm’s length terms.
The Group has no off-balance-sheet commitments relating to equity-accounted investees.

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Consolidated statement of cash flows

NOTE 22 OTHER FINANCIAL ASSETS

Other financial assets break down as follows by nature:

In € millions December 31, 2019 December 31, 2018

Other long-term financial assets:

• Other investment securities 35 25
• Loans, receivables and other 2 18
• Guarantee deposits 24 7
TOTAL OTHER LONG-TERM FINANCIAL ASSETS 61 50
Other short-term financial assets:
• Loans and receivables 2 6
TOTAL OTHER SHORT-TERM FINANCIAL ASSETS 2 6

TOTAL OTHER FINANCIAL ASSETS 63 56

Other financial assets are classified as short-term when they are due within one year and as long-term when they are due beyond one year.
Other financial assets break down as follows by function:

In € millions December 31, 2019 December 31, 2018

• Financial assets carried at fair value through profit or loss 18 22

• Financial assets carried at fair value through OCI 35 25
• Financial assets carried at amortized cost 10 9

TOTAL OTHER FINANCIAL ASSETS 63 56

NJJ Tara has granted the Group a call option exercisable in This call option was recognized as a non-current financial asset
2024 and 2025 which covers 80% of NJJ Tara’s interest in NJJ in an amount of €16 million in the Group’s consolidated financial
Boru (i.e. 41% of NJJ Boru and, indirectly, 26.3% of eir’s capital). statements at December 31, 2019 (see Note 21).
The option will be exercisable at a price representing a 12.5%
discount to fair market value, as determined by an independent
valuer, but with a floor calculated based on an annual yield of
2%.

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Consolidated statement of cash flows 6
Movements in net other financial assets can be analyzed as follows:

In € millions 2019 2018

Carrying amount at January 1 56 37

Acquisitions 11 13
Fair value adjustments 0 5
Redemptions and repayments 0 0
Impact of changes in scope of consolidation 0 16
Disposals (4) (15)
Additions to provisions 0 0

CARRYING AMOUNT AT DECEMBER 31 63 56

Acquisitions and redemptions and repayments in 2018 and 2019 primarily concerned movements in guarantee deposits paid and
receivables due in more than one year.

NOTE 23 INVENTORIES

Inventories break down as follows:

In € millions December 31, 2019 December 31, 2018

Raw materials 23 57
Work-in-progress 0
Finished products 73 35
INVENTORIES – GROSS 96 92
Provisions:
• raw materials (3) 0
• finished products (7) (2)
TOTAL PROVISIONS (10) (2)

INVENTORIES – NET 86 90

The provisions for impairment recognized against inventories of The year-on-year increase in inventories of finished products is
mobile phones notably take into account (i) inventories that are mainly due to the launch of the Group’s new box, the Freebox
damaged and therefore not available for sale, and (ii) inventories Delta, a part of which (the player) is sold to the subscriber.
of old models that are no longer marketed by the Group.

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Consolidated statement of cash flows

NOTE 24 OTHER ASSETS

Other non-current assets break down as follows:

In € millions December 31, 2019 December 31, 2018

Other receivables recorded under other non-current assets:

• Other receivables 64 32
TOTAL – GROSS 64 32
Amortization and provisions for other receivables (44) (16)

NET OTHER RECEIVABLES (OTHER NON-CURRENT ASSETS) 20 (16)

Other receivables recorded under other non-current assets solely relate to contract assets (customer acquisition costs) recognized in
accordance with IFRS 15.
Trade and other receivables break down as follows:

In € millions December 31, 2019 December 31, 2018

Trade and other receivables recorded under current assets

Trade receivables 643 769
Advances and prepayments 8 7
Tax receivables (VAT) 399 191
Sundry receivables 72 54
Prepaid expenses 75 70
Total – gross 1,197 1,091
Provisions for trade receivables (83) (117)
Provisions for other receivables 0 (2)
Net trade and other receivables (current assets) 1,114 972
Net trade receivables 560 652
Net other receivables 554 320

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Consolidated statement of cash flows 6
NOTE 25 CASH AND CASH EQUIVALENTS

Cash and cash equivalents can be analyzed as follows:

December 31, 2019 December 31, 2018

In € millions Carrying amount Fair value Carrying amount Fair value

MUTUAL FUNDS (UCITS)

Net value 1,334 1,334 113 113
Cash (excluding bank overdrafts) 259 259 68 68

TOTAL – NET 1,593 1,593 181 181

The Group’s policy is to invest its cash in instruments that qualify  are readily convertible into a known amount of cash; and
6
as cash equivalents within the meaning of IAS  7. As a result,
 are subject to an insignificant risk of changes in value.
these investments:
Consequently, the Group invests its surplus cash in UCITS
 have a short maturity;
that fall into the “euro monetary” classification of the French
 are highly liquid; securities regulator (Autorité des Marchés Financiers – AMF).

NOTE 26 RECEIVABLE AND LIABILITY RELATED TO THE SHARE BUYBACK OFFER

On November 12, 2019, iliad S.A. filed a draft share buyback offer January 29, 2020, the Company’s Chief Executive Officer placed
with the AMF covering 11,666,666 iliad shares with a view to on record the completion of the capital increase through the
reducing the Company’s capital by a maximum gross amount issue of 11,666,666 new shares. Out of this total, 10,725,778 new
of €1.4 billion. shares were subscribed by iliad’s majority shareholder, Xavier
Niel, through Holdco II, a company that he wholly controls.
The AMF issued its compliance decision on December  3, 2019
and on the same date approved the offering circular under On November  11, 2019, Xavier Niel, through Holdco  II, had
(visa) no.  19–557. At the end of the offer period – which ran undertaken to take up the entire share issue by placing an order
from December  23, 2019 through January  13, 2020 – a total covering the full amount of the open market offer, thereby
of 11,666,666  shares had been repurchased for a total gross guaranteeing the success of the issue.
amount of €1,399,999,920. The settlement date for the buyback
The share buyback followed by the capital increase have
offer was January  31, 2020 and the repurchased shares were
enabled iliad to retain its investment capacity and are a clear
cancelled on that date.
sign of Xavier Niel’s confidence in the Group’s growth prospects.
The buyback offer was fully financed by a capital increase
These transactions had no impact on the number of Company
carried out through the issue of 11,666,666 new shares. Existing
shares or the amount of its share capital.
shareholders were not given a pre-emptive right to subscribe
for the shares, but were given a priority subscription period. In accordance with IAS  32, as the Company had made a firm
The prospectus for this issue (comprising an offer circular, a commitment at December 31, 2019 to buy back its shares and the
summary and the Universal Registration Document) was filed majority shareholder had given a firm commitment to subscribe
on January  17, 2020 and was approved by the AMF under for the shares to be issued under the above-mentioned capital
no. 20–013. Based on the certificate issued by the custodian, on increase, a liability and a corresponding asset of €1.4 billion were
recognized in the 2019 financial statements.

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

NOTE 27 ASSETS HELD FOR SALE

Assets held for sale break down as follows:

In € millions December 31, 2019 December 31, 2018

Real estate held for sale 13 15

Other assets held for sale 550 0

TOTAL 563 15

Two major transactions were launched in 2019 and will be In addition, in line with its strategy of acquiring premises
pursued in 2020. where required for rolling out its FTTH network, the Group has
purchased certain buildings that it only intends to keep part
 Sale of co-financed fiber assets
of for its future operations. The remaining portion of these
At December  31, 2019, IFT held the Group’s co-financed buildings will therefore be sold.
fiber assets, which were previously owned by Free and Free
The portions of these buildings that the Group intends to
Infrastructure. On February 28, 2020, a majority stake in IFT
subsequently sell have been classified under “Assets held for
was sold to a third party.
sale”. A specialist subsidiary is responsible for managing the
 Sale of passive mobile telecommunications infrastructure transactions.
iliad Italia sold 80% of its mobile infrastructure to Cellnex in Gains and losses arising on sales of these buildings, including
2019 and the remaining 20% will be sold in 2020. the impact of any related provisions, are presented in the
consolidated income statement under “Other operating income
At December  31, 2019, assets held for sale primarily related to
and expense, net”.
(i)  the finalization of the above-mentioned transactions, and
(ii)  the sale of mobile sites under construction as part of the
partnership with Cellnex.

NOTE 28 EQUITY

Share capital Following a subsequent €44 thousand capital reduction due to

the cancellation of treasury shares, the Company’s share capital
All of the stock options granted by the Group are exercisable. amounted to €13,110  thousand at December  31, 2019 versus
During 2019, 33,130 options were exercised for the same number €13,085 thousand at December 31, 2018.
of new shares. At December 31, 2019 the Group held 771,542 iliad shares.
Combined with Up2Share, this transaction led to an increase of
€70 thousand in the share capital.

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Consolidated statement of cash flows 6
At that date, iliad’s ownership structure was as follows:

Shareholder Number of shares %

Executive Management 33,316,649 56.31

Public 25,845,432 43.69

TOTAL 59,162,081 100

Dividends Employee share issue

At the Annual General Meeting held on May  21, 2019, the At its meeting on May 21, 2019, the Board of Directors decided
Company’s shareholders resolved to pay a dividend of €0.90 to carry out an employee share issue – called Up2Share – which
per share, representing a total payout of €53,230 thousand. The involved offering iliad shares to Group employees who are
dividend was paid on June 24, 2019. members of a Group Employee Savings Plan or an International
Group Employee Savings Plan. The concept of this employee
At the next Annual General Meeting, shareholders will be asked
share issue – which was carried out via a capital increase for
to approve a dividend payment of €2.60 per share.
iliad S.A. – was approved by the Board on December 10, 2018.
The Up2Share issue resulted in 283,396 new iliad shares being
subscribed by Group employees.
6

NOTE 29 STOCK OPTION AND SHARE GRANT PLANS

Stock option plans

The following tables summarize the main features of the various stock option plans approved in 2019 and prior years, and outstanding
at the year-end. No expense was recorded for these plans in either 2019 or 2018.

At December 31, 2019
Number
Number of of non-
Number Number Number Number exercisable exercisable
Date of of options of options of options of options options options
Date of Shareholders’ plan Exercise outstanding at granted in forfeited in exercised outstanding at outstanding at
Meeting launch price (in €) Jan. 1, 2019 2019 2019 in 2019 Dec. 31, 2019 Dec. 31, 2019

iliad
May 29, 2008 Aug. 30, 2010 67.67 112,128 0 0 21,385 90,743 0
May 24, 2011 Nov. 7, 2011 84.03 186,273 0 0 11,745 174,528 0

At December 31, 2018
Number
Number of of non-
Number Number Number Number exercisable exercisable
Date of of options of options of options of options options options
Date of Shareholders’ plan Exercise outstanding at granted in forfeited in exercised outstanding at outstanding at
Meeting launch price (in €) Jan. 1, 2018 2018 2018 in 2018 Dec. 31, 2018 Dec. 31, 2018

iliad
May 29, 2008 Nov. 5, 2008 53.79 43,899 0 200 43,699 0 0
May 29, 2008 Aug. 30, 2010 67.67 130,615 0 0 18,487 112,128 0
May 24, 2011 Nov. 7, 2011 84.03 223,374 0 0 37,101 186,273 0

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

Exercise dates of options

The exercise dates for the outstanding stock options are as follows:

Date of plan launch Exercise dates

August 30, 2010 30% of the options exercisable since August 29, 2014 and 70% since August 29, 2015
November 7, 2011 Options exercisable since November 6, 2016

Share grant plans  October  30, 2022: 10% of the shares will vest if the total
number of fiber subscribers is higher than 1.7  million at
October 1, 2022;
Free Mobile
 October  30, 2023: 40% of the shares will vest if the total
Following an authorization given by its sole shareholder in
number of fiber subscribers is higher than 2.5  million at
May 2010, Free Mobile set up a share grant plan involving shares
October 1, 2023.
representing up to 5% of its share capital.
The expense recognized for this plan amounted to
During 2010 and 2011, 23  employees and executive officers
€10,877 thousand in both 2018 and 2019.
were granted shares representing 5% of Free Mobile’s share
capital. This plan includes an option for the beneficiaries to Following an authorization given at the Shareholders’ Meeting
receive their entitlements in either cash or iliad shares, with the of May 16, 2018, iliad set up a share grant plan involving shares
price determined by an independent valuer. The option can be representing up to 1% of its share capital.
exercised from July 1, 2019. During 2018, the Company granted shares representing 0.5% of
On June  14, 2019, acting on the recommendation of the its share capital to 122 employees and executive officers.
Nominations and Compensation Committee, the Board of The vesting of these shares – which will take place in four
Directors authorized the implementation of the liquidity equal tranches between 2021 and 2024 – is subject to (i)  the
mechanism for Free Mobile shares provided for in the beneficiary still forming part of the Group at the vesting date
shareholders’ agreement signed in 2010, through the exercise and (ii) the following performance conditions for each tranche:
of iliad’s call option for the shares stipulated in the agreement.
 September 30, 2021 - end of the vesting period for Tranche 1:
In accordance with the above-mentioned shareholders’
agreement, the purchases of the Free Mobile shares concerned  50% of the shares will vest if EBITDA less CAPEX in France
were settled solely in iliad shares and the Free Mobile shares were (excluding B2B operations) is higher than €1  billion at
valued by an independent valuation firm using a multi-criteria December 31, 2020, and
approach (including EBITDA and EBITDA-CAPEX multiples,  50% of the shares will vest if the EBITDA margin for
etc.). Based on a recommendation by its independent directors, France (excluding sales of devices) is higher than 40% for
the Board appointed a second independent valuation firm in the year ended December 31, 2020;
order to provide additional reassurance to iliad’s shareholders.
 September 30, 2022 - end of the vesting period for Tranche
The value of the Free Mobile shares came to €11.7 and the
2: all of the Tranche 2 shares will vest if the EBITDA margin
exchange ratio was 8.9 Free Mobile shares for one iliad share. In
for France (excluding sales of devices) is higher for the
July  2019, iliad exchanged the Free Mobile shares for 954,046
year ended December  31, 2021 than for the year ended
of its own shares for the purpose of remitting these shares to
December 31, 2020;
the employees and executive officers concerned. Following this
transaction, iliad held 99.62% of Free Mobile’s capital.  September 30, 2023 - end of the vesting period for Tranche
3:
The expense recorded in relation to these plans totalled
€508 thousand in 2018 and €349 thousand in 2019.  50% of the shares will vest if the number of fiber subscribers
in France is higher than 3 million at September 1, 2023, and
iliad  50% of the shares will vest if the number of mobile
subscribers in Italy is higher than 6 million at September 1,
Following an authorization given at the May  19, 2016 Annual 2023;
General Meeting, iliad set up a share grant plan involving shares
representing up to 0.5% of its share capital.  September 30, 2024 - end of the vesting period for Tranche
4:
During 2017, the Company granted shares representing 0.5% of
its share capital to 61  employees and executive officers under  50% of the shares will vest if the number of fiber subscribers
this plan. in France is higher than 3.5 million at September 1, 2024,
and
The vesting of these shares – which will take place in four
 50% of the shares will vest if the Group’s revenues in Italy
unequal tranches between 2020 and 2023 – is subject to (i) the
are higher than €500 million at June 30, 2024.
beneficiary still forming part of the Group at the vesting date
and (ii) the following performance conditions for each tranche: The expense recognized for this plan amounted to €368 thousand
in 2018 and €6,687 thousand in 2019.
 October 30, 2020: 40% of the shares will vest if the EBITDA
margin in France for 2019 (excluding sales of devices) is During 2019, the Company set up another share grant plan
higher than the EBITDA margin in France for 2017; representing almost 0.5% of its share capital and covering 184
Group employees and executive officers.
 October  30, 2021: 10% of the shares will vest if the EBITDA
margin in France (excluding sales of devices) for 2020 is
higher than 40%;

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Consolidated statement of cash flows 6
The vesting of these shares – which will take place in three iliad Italia
unequal tranches between 2021 and 2023 – is subject to (i) the Following an authorization given by its director on July 16, 2018,
beneficiary still forming part of the Group at the vesting date iliad Holding  S.p.A set up a share grant plan involving shares
and (ii) the following performance conditions for each tranche: representing up to 2.7% of the share capital of its subsidiary, iliad
 November  30, 2021 - end of the vesting period for Tranche Italia, and drew up the list of beneficiaries.
1 (representing 30% of the total shares granted): the shares Shares representing 2.5% of iliad Italia’s share capital were
will vest if consolidated EBITDAaL less CAPEX (excluding granted to 53 Italian and French employees in 2018 (including
payments for frequencies) in 2020 is at least equal to one Italian executive).
consolidated EBITDAaL less CAPEX (excluding payments for
frequencies) for 2019; Another grant, representing around 0.15% of the share capital,
was made to 13 of the Group’s Italian employees in 2019.
 November 30, 2022 - end of the vesting period for Tranche 2
(representing 40% of the total shares granted): The shares of each beneficiary will vest after a period of two
years, provided that the beneficiary still forms part of the Group
 50% of the shares will vest if the number of fiber at the vesting date. The vested shares will then be subject to a
subscribers is equal to or higher than 3 million at June 30, five-year lock-up period, following which the beneficiaries will
2022, and have the option to receive their entitlements in cash or iliad
 50% of the shares will vest if consolidated EBITDAaL shares, with the price of their iliad Italia shares determined by
margin for 2021 is equal to or higher than consolidated an independent valuer.
EBITDAaL margin for 2019;
The expense recognized for this plan amounted to €683 thousand
 November 30, 2023 - end of the vesting period for Tranche in 2018 and €2,787 thousand in 2019.
3 (representing 30% of the total shares granted): the shares
will vest if the number of fiber subscribers is equal to or
higher than 3.7 million at June 30, 2023.
6
The expense recognized for this plan amounted to €875 thousand
in 2019.

NOTE 30 PROVISIONS

The provisions for contingencies and charges recognized at December 31, 2019 are intended to cover costs resulting from the Group’s
business risks, litigation risks, tax reassessment risks, employee-related risks and expenses on long-term contracts that have become
onerous.
These provisions break down as follows:

In € millions December 31, 2019 December 31, 2018

Long-term provisions
Provisions for contingencies 0 0
Provisions for charges 164 2
TOTAL LONG-TERM PROVISIONS 164 2
Short-term provisions
Provisions for contingencies 51 34
Provisions for charges 105 1
TOTAL SHORT-TERM PROVISIONS 156 35

TOTAL PROVISIONS FOR CONTINGENCIES AND CHARGES 320 37

Provisions are considered to be long-term when the Group does not expect to use them within 12 months of the balance sheet date. In
all other cases they are deemed to be short-term.

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

Movements in provisions for contingencies and charges were as follows in 2019:

Decreases Decreases in Impact of

Increases in 2019 2019 (surplus changes in scope Other
In € millions At Dec. 31, 2018 in 2019 (utilizations) provisions) of consolidation movements At Dec. 31, 2019

Provisions for
contingencies 34 21 (4) (1) 0 1 51
Provisions for charges 3 252 0 0 0 14 269

TOTAL 37 273 (4) (1) 0 15 320

Increases in 2019 particularly include the provisions for impairment recognized against long-term contracts that have become onerous
following the Group’s strategic repositioning or due to changes in economic circumstances or market conditions since the contracts
were signed.
Movements in provisions for contingencies and charges were as follows in 2018:

Decreases Decreases in Impact of

Increases in 2018 2018 (surplus changes in scope Other
In € millions At Dec. 31, 2017 in 2018 (utilizations) provisions) of consolidation movements At Dec. 31, 2018

Provisions for
contingencies 43 11 (3) (17) 0 0 34
Provisions for charges 1 0 0 0 0 2 3

TOTAL 44 11 (3) (17) 0 2 37

NOTE 31 FINANCIAL LIABILITIES

Financial liabilities can be analyzed as follows:

In € millions December 31, 2019 December 31, 2018

Bank borrowings 1,079 934

Bonds 2,438 2,434
Finance lease liabilities 0 38
Other 1 1
TOTAL LONG-TERM FINANCIAL LIABILITIES 3,518 3,407
Bank borrowings and short-term marketable securities 1,665 715
Finance lease liabilities 0 23
Bank overdrafts 3 7
Cash flow hedges 0 0
Other 17 12
TOTAL SHORT-TERM FINANCIAL LIABILITIES 1,685 757

TOTAL 5,203 4,164

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Consolidated statement of cash flows 6
Financial liabilities are classified as short-term when their contractual maturity or early repayment date is within one year and as long-
term when their contractual maturity is beyond one year.
All Group borrowings are denominated in euros.
The table below summarizes movements in borrowings in 2019 and 2018:

In € millions 2019 2018

Borrowings at January 1 4,164 2,665

Impacts of applying IFRS 16 (60)
Borrowings at January 1 after applying IFRS 16 4,104
New borrowings (1) 1,135 1,567
Repayments of borrowings (2) (68) (86)
Change in bank overdrafts (5) 6
Impact of cash flow hedges 0 0
Impact of changes in scope of consolidation 23 0
Other 13 12

TOTAL BORROWINGS AT DECEMBER 31 5,203 4,164

6
(1) New borrowings excluding finance lease liabilities 1,528
(2) Finance lease repayments (29)

Description of the Group’s main bond debt Following this latest amendment, the applicable interest rate on
the facility is based on Euribor for the period plus a margin of
at December 31, 2019
between 0.250% and 1.200% per year depending on the Group’s
On December  1, 2015 the Group issued €650  million worth of Leverage ratio.
bonds paying interest at 2.125% per year. These bonds will be
None of this facility had been drawn down at December 31, 2019.
redeemed at face value at maturity on December 5, 2022.
The related financial covenants are described in Note 35.
On October  10, 2017 the Group issued €650  million worth of
bonds paying interest at 1.500% per year. These bonds will be
redeemed at face value at maturity on October 14, 2024. A €500 million term-loan
On April 23, 2018 the Group issued a further €1,150 million worth The Group has a €500 million term-loan set up with a pool of
of bonds in two tranches: French and international banks, which following its renegotiation
on July  16, 2018, now matures in 2023. The related loan
 a first tranche of €500  million, paying interest at 0.625%
agreement was further amended on February 12, 2019.
per year and redeemable at face value at maturity on
November 25, 2021; Following this latest amendment, the applicable interest rate
on the loan is based on Euribor for the period plus a margin of
 a second tranche of €650  million, paying interest at 1.875%
between 0.700% and 1.500% per year depending on the Group’s
per year and redeemable at face value at maturity on April 25,
Leverage ratio.
2025.
This loan had been drawn down in full at December 31, 2019 but
the entire amount was repaid early on January 9, 2020.
Guarantees given
The related financial covenants are described in Note 35.
The Group has not given any specific guarantees in return for its
existing borrowing facilities with banks.
Loans granted by the European Investment Bank (EIB)
In 2010, the EIB granted iliad a €150 million loan in order to help
Description of the Group’s main bank borrowing finance the rollout of the Group’s ADSL and FTTH networks. This
facilities outstanding at December 31, 2019 loan is repayable in instalment with a final maturity in 2020.
In late August  2012, the EIB granted iliad another loan
A €1,650 million syndicated revolving credit facility (€200  million) to help finance its rollout of next-generation
The Group has a €1,650  million syndicated revolving credit fixed networks. This loan was due in 2022 and was repayable in
facility set up with a pool of French and international banks, instalments as from 2020 but the full outstanding amount was
whose maturity can now be extended until 2025 following repaid early on February 28, 2020.
the facility’s renegotiation on July  16, 2018. The related loan On December 8, 2016, the EIB granted iliad another €200 million
agreement was further amended on February 12, 2019. loan to help finance its rollout of optical fiber networks. The loan
is repayable in instalment as from 2020 with a final maturity in
2030.

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 6 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of cash flows

On December 17, 2018, the EIB granted iliad a further €300 million Following this amendment, the applicable interest rate on the
loan to help finance its rollout of optical fiber networks. facility is based on Euribor for the period plus a margin of
between 0.70% and 1.50% per year depending on the Group’s
All of these loans had been fully drawn down at December 31, 2019
Leverage ratio. This facility had been fully drawn down at
but the Group early repaid a portion amounting to €83 million at
December  31, 2019 but the entire outstanding amount was
the beginning of 2020.
repaid early on January 27, 2020.
All of the related loan agreements were amended on
The related financial covenants are described in Note 35.
February 22, 2019.
The related financial covenants are described in Note 35.
Schuldscheindarlehen (German private placement with
institutional investors)
Loans granted by KFW IPEX-Bank
On May 22, 2019, iliad carried out a Schuldscheindarlehen issue
On December  13, 2017, KFW IPEX-Bank granted the Group (Schuldschein notes), raising a total €500 million, in six tranches:
a €90  million loan to help finance the rollout of its FTTH
network. This loan – which had been fully drawn down at  three fixed-rate tranches totalling €175  million, paying
December  31,  2019 – is repayable in instalment and has an interest at 1.400%, 1.845% and 2.038%, and redeemable at
11-year maturity. The related loan agreement was amended on maturity on May 22, 2023, May 22, 2026 and May 24, 2027,
February 15, 2019. respectively;

On April 26, 2019, KFW IPEX-Bank granted the Group a further  three variable-rate tranches totalling €325  million, with
€150  million loan to help finance the rollout of its fixed and lending margins of 1.40%, 1.70% and 1.80%, and redeemable
mobile networks in France and Italy. This loan is repayable in at maturity on May 22, 2023, May 22, 2026 and May 24, 2027,
instalment with a final maturity in 2031. It had not been drawn respectively.
down at December 31, 2019 and remains available for draw-down
until April 26, 2021. Short-and medium-term marketable securities program
The interest rate on both of the above loans is based on Euribor
for the period plus a margin of between 0.90% and 1.20% per €1 billion short-term NEU CP program
year depending on the Group’s Leverage ratio. The Group has had a NEU CP program (formerly called a
commercial paper program) since the first half of 2012, which
The related financial covenants are described in Note 35.
was set up to diversify the sources and maturities of its financing.
The program originally represented €500  million, but as part
A €50 million bilateral credit facility with a bank of its annual renewal process it was increased to €800  million
On November 29, 2018, the Group set up a €50 million bilateral in 2015 and then €1  billion in early 2017. It was then further
credit facility with a bank for the purpose of its general financing increased to €1.4  billion by way of an amendment dated
needs. This facility took the form of a bullet loan with a five- September 16, 2019.
year maturity. The related loan agreement was amended on
At December 31, 2019, €995 million worth of the program had
March 4, 2019.
been used.

Breakdown of borrowings by type of rate

Borrowings after hedging at the year-end can be analyzed as follows by type of rate:

In € millions December 31, 2019 December 31, 2018

Fixed-rate borrowings 3,245 2,874

Variable-rate borrowings 1,957 1,290

TOTAL BORROWINGS AT DECEMBER 31 5,203 4,164

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Breakdown of committed financing facilities by maturity
The following table presents a breakdown of the Group’s total committed financing facilities by nature and contractual maturity/early
repayment date at December 31, 2019:

In € millions Due within 1 year Due in 1 to 5 years Due beyond 5 years Total

Bank borrowings 670 524 555 1,749

Bonds 0 1,138 1,300 2,438
Short- and medium-term marketable securities 995 0 0 995
Bank overdrafts 3 0 0 3
Other 17 0 1 18
TOTAL BORROWINGS 1,685 1,662 1,856 5,203
Trade payables 1,172 1,247 57 2,476

TOTAL COMMITTED FINANCING FACILITIES 2,857 2,909 1,913 7,679

NOTE 32 TRADE AND OTHER PAYABLES

This item breaks down as follows:

In € millions December 31, 2019 December 31, 2018

Trade and other payables recorded under other non-current liabilities:

Trade payables 1,304 1,544
Accrued taxes and employee-related payables 29 19
Other 0 0
SUB-TOTAL 1,333 1,563
Trade and other payables recorded under current liabilities:
Trade payables 1,172 1,474
Advances and prepayments 113 6
Accrued taxes and employee-related payables 410 290
Other 39 22
Deferred income 120 88
SUB-TOTAL 1,854 1,880

TOTAL 3,187 3,443

Total trade payables can be analyzed as follows:

In € millions December 31, 2019 December 31, 2018

Suppliers of goods and services 664 712

Suppliers of non-current assets 1,812 2,306

TOTAL 2,476 3,018

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Consolidated statement of cash flows

NOTE 33 RELATED PARTY TRANSACTIONS

Related party transactions solely correspond to transactions with key management personnel.

Transactions with key management personnel

 Persons concerned:
Under IAS  24, key management personnel are those persons who have authority and responsibility for planning, directing and
controlling the activities of an entity, directly or indirectly. For the iliad Group, these persons correspond to members of the Board
of Directors of iliad S.A. and members of the Management Committee.
 Compensation paid to the 11 members of the Group’s key management personnel in 2019 and 2018 breaks down as follows:

In € millions 2019 2018

• Total compensation 3 3
• Share-based payments 10 6

TOTAL 13 9

No liabilities have been recognized in the balance sheet in On March 12 and May  14, 2018, iliad  S.A.’s Board of Directors
relation to compensation payable to key management personnel. authorized further cash settlements for part of the entitlements
of the Free Mobile employees and executive officers who were
beneficiaries under the share grant plans. These cash settlements
Impact of Free Mobile share grants together represented up to 30% of the beneficiaries’ Free Mobile
Following an authorization given by its sole shareholder in shares initially granted and the per-share price was set by an
May 2010, Free Mobile set up a share grant plan involving shares independent valuer in both cases.
representing up to 5% of its share capital. On June  14, 2019, acting on the recommendation of the
During 2010 and 2011, 23 employees and executive officers were Nominations and Compensation Committee, the Board of
granted shares representing 5% of Free Mobile’s share capital. Directors authorized the implementation of the liquidity
This plan includes an option for the beneficiaries to receive mechanism for Free Mobile shares provided for in the
their entitlements in either cash or iliad shares, with the price shareholders’ agreement signed in 2010, through the exercise
determined by an independent valuer. An initial cash settlement of iliad’s call option for the shares stipulated in the agreement.
for part of the entitlements was authorized in 2015. In accordance with the above-mentioned shareholders’
On March  9, 2016, iliad  S.A.’s Board of Directors authorized a agreement, the purchases of the Free Mobile shares concerned
second cash settlement for part of the entitlements of the Free were settled solely in iliad shares and the Free Mobile shares
Mobile employees and executive officers who were beneficiaries were valued by an independent valuation firm using a multi-
under the share grant plans. This cash settlement represented criteria approach (including EBITDA and EBITDA-CAPEX
a maximum of 10% of the beneficiaries’ Free Mobile shares multiples, etc.). Based on a recommendation by its independent
initially granted and the per-share price was determined by an directors, the Board appointed a second independent valuation
independent valuer. firm in order to provide additional reassurance to iliad’s
shareholders. The value of the Free Mobile shares came to €11.7
On March  6, 2017, iliad  S.A.’s Board of Directors authorized and the exchange ratio was 8.9 Free Mobile shares for one iliad
another cash settlement for part of the entitlements of the Free share. iliad exchanged the Free Mobile shares for 954,046 of
Mobile employees and executive officers who were beneficiaries its own shares for the purpose of remitting these shares to the
under the share grant plans. This cash settlement represented employees and executive officers concerned. Following this
a maximum of 12.5% of the beneficiaries’ Free Mobile shares transaction, iliad held 99.62% of Free Mobile’s capital.
initially granted and the per-share price was determined by an
independent valuer.

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Impact of iliad share grants Shares representing 2.5% of iliad Italia’s share capital were
granted to 53 of the Group’s Italian and French employees in
2018 (including one Italian executive).
2017 Plan
Another grant, representing around 0.15% of the share capital,
Following an authorization given at the May  19, 2016 Annual
was made to 13 of the Group’s Italian employees in 2019.
General Meeting, iliad set up a share grant plan involving shares
representing up to 0.5% of its share capital. The shares of each beneficiary will vest after a period of two
years, provided that the beneficiary still forms part of the Group
During 2017, the Company granted shares representing 0.5% of
at the vesting date. The vested shares will then be subject to a
its share capital to 61  employees and executive officers under
five-year lock-up period, following which the beneficiaries will
this plan.
have the option to receive their entitlements in cash or iliad
The vesting of these shares – which will take place in four shares, with the price of their iliad Italia shares determined by
unequal tranches between 2020 and 2023 – is subject to (i) the an independent valuer.
beneficiary still forming part of the Group at the vesting date,
The expense recognized for this plan amounted to €683 thousand
and (ii) performance conditions.
in 2018 and €2,787 thousand in 2019.

2018 Plan
Transaction with On Tower France
Following an authorization given at the May  16, 2018 Annual
General Meeting, iliad set up a share grant plan involving shares Within the scope of the iliad Group’s strategic partnership with
representing up to 1% of its share capital. Cellnex concerning its passive mobile infrastructure in France and
Italy (see Note 11), On Tower France has been providing the iliad
During 2018, the Company granted shares representing 0.5% of
its share capital to 122 employees and executive officers under
Group with hosting services for its passive mobile infrastructure
in France since December  2019. The strategic partnership also
6
this plan. provides for the construction of new sites that will be sold by the
The vesting of these shares – which will take place in four iliad Group to On Tower France. At December 31, 2019, the iliad
equal tranches between 2021 and 2024 – is subject to (i)  the Group held 30% of the shares of On Tower France (see Note 21).
beneficiary still forming part of the Group at the vesting date,
and (ii) performance conditions for each tranche.
Transaction with NJJ Boru:
The iliad Group performs various services on behalf of NJJ Boru
2019 Plan (49%-owned by the iliad Group), the parent company of eir. In
During 2019, the Company set up another share grant plan 2019, the Group recognized €2,850  thousand in revenues for
representing almost 0.5% of its share capital and covering 184 these services.
Group employees and executive officers.
The vesting of the shares granted under this plan – which will Transaction with Monaco Telecom
take place in three unequal tranches between 2021 and 2023 – is
subject to (i) the beneficiary still forming part of the Group at iliad has signed an agreement with Monaco Telecom, a Monaco-
the vesting date and (ii) performance conditions applicable for based company controlled by a party related to the Group,
each tranche. to lease sites containing the Group’s equipment. The amount
invoiced by Monaco Telecom for making these sites available
totalled €1,625 thousand in 2019.
Employee share issue
At its meeting on May 21, 2019, the Board of Directors decided Transaction with Salt Mobile
to carry out an employee share issue – called Up2Share – which
involved offering iliad shares to Group employees who are Free Mobile performs technical services on behalf of Salt, a Swiss
members of a Group Employee Savings Plan or an International company that is controlled by a party related to the Group. In
Group Employee Savings Plan. The concept of this employee 2019, the Group recognized €1,750  thousand in revenues for
share issue – which was carried out via a capital increase for these services.
iliad S.A. – was approved by the Board on December 10, 2018.
The Up2Share issue resulted in 283,396 new iliad shares being
subscribed by Group employees under preferential conditions.

Impact of iliad Italia share grants

Following an authorization given by its director on July 16, 2018,
iliad Holding  S.p.A set up a share grant plan involving shares
representing up to 2.7% of the share capital of its subsidiary, iliad
Italia, and drew up the list of beneficiaries.

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Consolidated statement of cash flows

NOTE 34 FINANCIAL INSTRUMENTS

Reconciliation by class of instrument and accounting category

Derivative instruments are measured at fair value, with the fair value measurements categorized in Level 2 of the fair value hierarchy
defined in IFRS 13.
Cash and marketable securities are measured at fair value, with the fair value measurements categorized in Level 1 of the fair value
hierarchy defined in IFRS 13.

Assets carried Assets Liabilities

at fair value Assets carried carried at carried at
through profit at fair value amortized amortized Carrying Fair
In € millions or loss through OCI cost cost amount value

At December 31, 2019:
Cash 259 259 259
Marketable securities 1,334 1,334 1,334
Trade receivables 560 560 560
Other receivables 554 554 554
Other short-term financial assets 2 0 2 2
Other long-term financial assets 16 35 10 61 61
Long-term financial liabilities (3,518) (3,518) (3,518)
Short-term financial liabilities (1,685) (1,685) (1,685)
Other non-current liabilities (1,333) (1,333) (1,333)
Other current liabilities (1,854) (1,854) (1,854)

TOTAL 1,611 35 1,124 (8,390) (5,620) (5,620)

Assets carried Assets Liabilities

at fair value Assets carried carried at carried at
through profit at fair value amortized amortized Carrying Fair
In € millions or loss through OCI cost cost amount value

At December 31, 2018:
Cash 68 68 68
Marketable securities 113 113 113
Trade receivables 652 652 652
Other receivables 320 320 320
Other short-term financial assets 0 0 0
Other long-term financial assets 22 25 9 56 56
Long-term financial liabilities (3,407) (3,407) (3,407)
Short-term financial liabilities (757) (757) (757)
Other non-current liabilities (1,563) (1,563) (1,563)
Other current liabilities (1,880) (1,880) (1,880)

TOTAL 203 25 981 (7,607) (6,398) (6,398)

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The main components of each financial instrument category and  derivative instruments are carried at fair value with changes in
the applicable measurement methods are as follows: fair value recognized either directly in the income statement
or in equity when hedge accounting is applied.
 assets carried at fair value through profit or loss primarily
comprise cash and cash equivalents, which are measured by The fair value of financial assets and liabilities is primarily
reference to a quoted market price in an active market where determined as follows:
such a market exists;
 the fair value of (i)  trade receivables and payables; and
 assets carried at fair value through OCI mainly comprise (ii)  other short-term receivables and payables, corresponds
investment securities; to their carrying amount in view of their very short maturities;
 receivables carried at amortized cost chiefly concern loans,  the fair value of bonds is estimated at each balance sheet
deposits and guarantees, trade receivables and a number of date;
other short-term receivables;
 the fair value of liabilities related to finance leases corresponds
 liabilities carried at amortized cost – calculated using to their carrying amount in view of their differing forms and
the effective interest method – essentially correspond to maturities.
borrowings, trade payables and other short- and long-term
payables;

6
NOTE 35 FINANCIAL RISK MANAGEMENT

Market risks At December 31, 2019 all of these currency hedges qualified as

cash flow hedges under IFRS 9.

Foreign exchange risk Currency hedges had a negative impact of €2,642  thousand
on the Group’s income statement in 2019 and a negative
The Group’s functional currency is the euro. However, it
€2,221 thousand impact on equity.
purchases certain goods and services outside the eurozone and
is therefore exposed to foreign exchange risk, mainly in relation
to the US dollar. Interest rate risk
Detailed forecasts of the Group’s future purchases denominated As a significant portion of the Group’s borrowings is at fixed
in US dollars are drawn up as part of the budget process. These rates (bonds and EIB loans), it did not consider it necessary to
transactions are regularly hedged over a maximum period of set up any interest rate hedges at December 31, 2019.
one and a half years. The Group does not have any exposure to interest rate risk on
The Group has chosen to hedge its exposure to foreign exchange its finance leases as the contracts concerned are primarily at
risk through purchases of currency futures and options in order fixed rates.
to obtain a guaranteed floor rate. In view of the high proportion of fixed-rate borrowings, the
The Group’s residual exposure after hedging foreign exchange Group now has very little exposure to fluctuations in interest
risk on US dollar-denominated transactions was not material in rates on its medium- and long-term debt.
2019. The Group has no significant financial assets (such as bonds,
treasury bills, other money market securities, loans or advances)
and no off-balance sheet commitments (such as repos or
forward rate agreements) that expose it to interest rate risk.

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Consolidated statement of cash flows

The table below shows the Group’s net interest rate exposure at December 31, 2019.

In € millions Due within 1 year Due in 1 to 5 years Due beyond 5 years Total

Financial liabilities 1,685 1,662 1,856 5,203

Financial assets 2 16 45 63
Net position before hedging 1,683 1,646 1,811 5,140
Off-balance sheet position
Net position after hedging 1,683 1,646 1,811 5,140

A sensitivity analysis of the Group’s overall Net debt after hedging Liquidity risk
shows that a 1% increase or decrease in euro interest rates at
the reporting date would have resulted in a €10,992  thousand The Group draws on its solid profitability, available cash and
increase or decrease in profit for the period. bank credit facilities, as well as its access to various sources
of financing (banks, bond markets and money markets) to
ensure that it has the requisite funds to finance its business
Equity risk development.
The Group does not hold any equities in its investment portfolio At December  31, 2019 the Group’s borrowings as described
apart from non-material stakes in two companies. above were not subject to any liquidity risk and it had not
It does, however, hold a number of its own shares, but in view breached any of the covenants applicable to its various bank
of the very low number concerned any change in the iliad share credit facilities (including the EIB loans, the KFW IPEX-Bank
price would have a negligible impact on the Group’s profit and loans and its syndicated facilities).
equity (see Note 28).

At December 31, 2019 the applicable covenants (which take the form of financial ratios), as agreed on following the various amendments
to the loan agreements described in Note 31 were as follows:

Applicable financial Consequence Actual ratios

ratios of breach at December 31, 2019
 €1,650 million credit facility (Borrower – iliad)
 €500 million term-loan (Borrower – iliad)
 €150 million EIB loan granted in 2010 (Borrower – iliad)
 €200 million EIB loan granted in 2012 (Borrower – iliad)
 €200 million EIB loan granted in 2016 (Borrower – iliad)
 €300 million EIB loan granted in 2018 (Borrower – iliad) Leverage ratio < 3.5 Early repayment Leverage ratio: 2.1
 €100 million EIB loan granted in 2019 (Borrower – iliad)
 €200 million EIB loan granted in 2019 (Borrower – iliad)
 €90 million KFW credit facility granted in 2017 (Borrower – iliad)
 €150 million KFW credit facility granted in 2019 (Borrower – iliad)
 €50 million bilateral credit facility granted in 2018 (Borrower – iliad)

The Group’s Leverage ratio corresponds to the ratio of consolidated Net debt to EBITDA (excluding provisions) for the period.
At December 31, 2019 the Group was not exposed to any liquidity risk in view of the profitability of its operations, the maturity schedule
of its debt (see Note 31) and its low Leverage.

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Consolidated statement of cash flows 6
Credit and counterparty risk not exceeding one month. It also takes care to ensure good
diversification amongst high quality counterparties.
The Group’s financial assets primarily comprise cash and
cash equivalents – particularly short-term investments – as At December  31, 2019 the Group’s short-term investments
well as trade and other receivables (see Note  34, “Financial amounted to €1,334  million (see Note  26, “Cash and cash
instruments”). equivalents”). As a result of the policy described above, these
investments do not expose the Group to a significant level of
The financial assets that could expose the Group to credit or counterparty risk.
counterparty risk chiefly correspond to the following:
 trade receivables: at December  31, 2019, trade receivables
Analysis of trade recevivables
represented a gross amount of €643 million and a net amount
of €560 million (see Note 24, “Trade and other receivables”). At December  31, 2019 trade receivables totalled €643  million
The Group’s exposure to customer credit risk is monitored and provisions for doubtful receivables amounted to €83 million.
daily through cash collection and debt recovery processes. At the same date, substantially all past-due receivables were
The Group uses the services of specific debt collection classified as doubtful and provisions had been recorded based
agencies to recover any receivables that remain unpaid after on statistical recovery rates. The amount of past-due trade
the reminder process; receivables that had not been written down at the year-end was
 short-term investments: the Group’s policy is to invest not material.
in (i)  money-market securities (commercial paper with
maturities of less than three months), or (ii)  certificates of
Concentration risk
deposit with maturities of less than three months, or (iii) other
The Group is not exposed to any concentration risk in view of its
monetary instruments with short-term maturities, generally
high number of customers (subscribers). 6

NOTE 36 OFF-BALANCE SHEET COMMITMENTS AND CONTINGENCIES

36-1. Network investments coverage, as well as Free Mobile’s future service offering. Under
these obligations, the Free Mobile network was required to
At December  31, 2019 the Group had €92.8  million worth of cover 27% of the French population by the beginning of 2013,
commitments related to future network investments. 75% by the beginning of 2015 and 90% by the beginning of 2018
(this milestone has been met).
36-2. Commitments related to TELECOM licenses
4G license – 2,600 MHz
By way of decision 2011-1169 dated October  11, 2011, ARCEP
France authorized Free Mobile to use a block of frequencies in the
On January  14, 2018, the Group (through its subsidiary, Free 2.6  GHz band in Metropolitan France in order to set up and
Mobile), along with France’s other mobile operators, signed an operate a mobile communications network for public use. The
agreement with the French government aimed at improving obligations imposed on Free Mobile under this authorization –
the national coverage of ultra-fast mobile networks through which has been given for a renewable 20-year period – require
increased use of active and passive RAN sharing. By way of this the Free Mobile network to cover 25% of the French population
agreement, the Group has undertaken to (i) deploy 2,000 four- by 2015, 60% by 2019, 75% by 2023, 98% by 2027 and 99.6% by
operator RAN-sharing sites in “white spots” within five years, 2030. The first three milestones have now been met.
(ii) deploy 3,000 sites in “gray spots” (located in priority rollout
areas) within five years, and (iii)  increase its coverage level 1,800 MHz license
by end (2029) if it obtains frequencies in the 900  MHz band
By way of decision 2014-1542 dated December  16, 2014,
following the 900 MHz refarming procedure. In return for these
ARCEP authorized Free Mobile to use a block of frequencies
commitments, the government has undertaken not to increase
in the 1,800  MHz band in Metropolitan France in order to set
the annual license fees for the 900, 1,800 and 2,100 MHz licenses
up and operate a mobile communications network for public
and to grant the sites deployed in white and gray spots an
use between January  2015 and October  2031. The obligations
exemption from the “IFER” network tax until 2022.
imposed on Free Mobile under this decision require the Free
Mobile network to cover 25% of the French population by
3G license – 900/2,100 MHz October  2015, 60% by October  2019 (objective achieved) and
ARCEP decision 2010-0043 dated January 12, 2010 authorizing 75% by October  2023. Free Mobile will, however, be able to
Free Mobile to set up and operate a 3G network included a meet these coverage obligations using other frequencies that it
certain number of obligations, notably concerning the network’s is authorized to utilize.
commercial launch date, the rollout timeline and population

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Consolidated statement of cash flows

700 MHz license  provide 700 MHz coverage across the main transport hubs,
By way of decision 2015-1567 dated December 8, 2015, ARCEP including ports, within 42 months, and across the main tourist
authorized Free Mobile to use 10 MHz in the 700 MHz band in areas within 66 months of them being identified.
Metropolitan France in order to set up and operate a mobile
communications network for public use. The obligations 36-3. Other commitments
imposed on Free Mobile under this decision require the Free
Mobile network to cover 98% of the French population by At December 31, 2019 the Group had access to:
January 2027 and 99.6% by the end of 2030.  a €1,650 million credit facility, none of which had been drawn
down;
Licenses for French overseas départements
and collectivités  a €1,400 million NEU CP program, of which €995 million had
been used;
By way of decision 2016-1520, ARCEP authorized Free Mobile to
use the following frequencies:  several loans granted by the EIB, of which €608 million had
been drawn down;
 Guadeloupe and Martinique:
 two loans granted by KFW IPEX-Bank representing an
 frequencies in the 800  MHz, 1,800  MHz, 2.1  GHz and aggregate amount of €240 million, of which €90 million had
2.6 GHz bands. been drawn down.
 French Guiana:
At the same date:
 frequencies in the 900  MHz, 1,800  MHz, 2.1  GHz and
 other commitments given by the Group amounted to
2.6 GHz bands.
€1,078.3 million;
 Saint-Barthélemy and Saint Martin:
 other commitments received by the Group totalled €9 million.
 frequencies in the 800 MHz, 900 MHz, 1,800 MHz, 2.1 GHz
and 2.6 GHz bands.
This decision contained a number of obligations for the Group
36-4. Collateralized debt
concerning (i) network rollouts and coverage, (ii) compliance with None of the assets belonging to the Group have been used as
the terms of the cross-border coordination agreements entered collateral for any debt.
into with France’s neighboring countries, and (iii)  regional
economic development, employment and investment.
36-5. Accrued discounted trade notes
By way of decision 2017-1037 dated September 5, 2017, ARCEP
revoked spectrum license number  2016-1520, for which Free The Group does not use this type of financing.
Mobile had requested a transfer, and granted to Free Caraïbe
the license for the spectrum initially allocated to Free Mobile. 36-6. Claims and litigation
In the course of its business, the iliad Group is involved in several
Italy labor, regulatory, tax and sales disputes.
The decision issued on November 4, 2016 by the Italian Ministry
The main legal proceedings currently affecting the Group are
of Economic Development (MiSE) approving the transfer of
as follows:
the licenses to use a portfolio of 35  MHz (duplex) frequencies
(see Note  17, “Intangible Assets”) to iliad Italia (an iliad Group
subsidiary) contained a number of coverage obligations, Disputes with SFR
whereby iliad Italia must: On May  27, 2014, SFR filed an application with the Paris
 be ready to market mobile services in the 1,800 MHz band by Commercial Court seeking €493.2 million in damages from Free
January 2020 (objective achieved); Mobile, Free and iliad (on a joint and several basis) for pecuniary
and non-pecuniary losses (including damage to brand image)
 provide 2,100 MHz (or 900 MHz) coverage to the main towns
that the plaintiff had allegedly suffered as a result of defamatory
and cities of Italy’s regions by July 1, 2022 and those of the actions constituting unfair competition. Free Mobile, Free and
provinces by January 1, 2025; iliad contested SFR’s position in this case and filed a counterclaim
 provide 2,600 MHz coverage to 20% of the Italian population for defamatory actions constituting unfair competition, seeking
24  months after the 2,600  MHz frequencies become €475 million in damages for Free Mobile and €88 million for Free.
available and to 40% of the population 48 months after these By way of a ruling dated January 29, 2018, after offsetting the
frequencies become available. claims and counter claims, the Paris Commercial Court ordered
SFR to pay €5 million in compensation to Free Mobile. SFR has
By way of decision no.  231/18/CONS, the Italian telecoms
appealed this decision and the case is still ongoing.
regulator AGCOM set out the coverage obligations applicable to
the country’s 5G operators. Pursuant to the decision, iliad Italy On July 31, 2015, Free applied to the Paris Commercial Court for
is required to: an injunction ordering Numéricâble-SFR to cease using the term
“fiber” when referring to access that end-connects subscribers
 roll out its network and use the 3,600  MHz frequencies
by cable. Free claimed that this constituted unfair competition
allocated to it within two years of it becoming available;
and parasitic business practice and also sued for damages for its
 provide 3,600 MHz coverage to 5% of the population in each related loss. The Court held that SFR and NC Numéricable had
of Italy’s regions within 48 months of the frequencies being engaged in misleading commercial practices in their use of the
allocated; term “fiber” for the Red Fibre, Box Fibre Starter, Box Fibre Power
and Box Fibre Family offerings due to the fact that the end-
 provide 700 MHz coverage to 80% of the Italian population
connection to subscribers is by cable. Consequently, the court
36  months after the frequencies become available (i.e. by
ruled against SFR and NC Numéricable (on a joint and several
June 2022) and to 99.4% of the population 54 months after
basis) in relation to a number of the claims against them. SFR
the frequencies become available. The second milestone
has appealed the decision and proceedings are still ongoing.
may be achieved through roaming or frequency sharing
agreements, for example;

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Consolidated statement of cash flows 6
On August 20, 2019, BFM TV, RMC Découverte and Diversité TV of Bouygues Telecom’s claims and ordered it to pay Free Mobile
France launched legal proceedings (with the Tribunal de Grande €350,000 in costs pursuant to Article  700 of the French Civil
Instance) for Free to be sanctioned for breaching their brand Procedure Code. On February  10, 2020, Bouygues Telecom
rights and neighboring rights. In relation to their neighboring appealed the Paris Commercial Court’s decision.
rights the three companies are claiming lump-sum damages
On November 10, 2015, Free filed an application with the Paris
(which they will allocate between themselves) amounting to
Commercial Court for (i)  an injunction ordering Bouygues
€811,600 for each month between March 20, 2019 and the end
Telecom to cease marketing practices that constitute unfair
of the alleged breach, as well as €150,000 in damages for non-
competition and defamation, and (ii) €275.6 million in damages
pecuniary losses. For the alleged breach of their brand rights,
for Free’s related loss. Bouygues Telecom issued a counter-claim
BFM TV and RMC Découverte are claiming €2,000,000 in
alleging that it had suffered €284.7  million in losses for unfair
damages and Diversité TV France is claiming €500,000. Lastly,
competitive practices. The case is still ongoing.
all three companies are claiming €70,000 in damages for non-
pecuniary losses related to the alleged breach of their brand
rights. Free considers that it did not commit any of the breaches Dispute with UFC
alleged by BFM TV, RMC Découverte and Diversité TV France. On March  11, 2019, the French consumer group, UFC, used the
Proceedings are still ongoing in this case. powers granted to it under Article 623-1 of the French Consumer
Code to file a petition against Free Mobile with the Paris District
Disputes with Bouygues Telecom Court (Tribunal de Grande Instance). UFC is claiming that Free
Mobile failed to respect its contractual obligations because it
In late 2014, Bouygues Telecom filed an application with the
charged nine subscribers for not returning their rented phones,
Paris Commercial Court, claiming that Free Mobile had breached
whereas the subscribers had allegedly provided proof that they
its obligations as a mobile telephony operator and accusing it
of misleading commercial practices. Free Mobile is contesting
Bouygues Telecom’s position in this case, which it does not
had sent back the devices in accordance with Free Mobile’s
General Terms and Conditions of Subscription. UFC requested 6
the court to order Free Mobile (i)  to reimburse the expenses
consider to be founded. Bouygues Telecom estimated its alleged
wrongly charged, and (ii)  publish the requisite information
losses in relation to the case at €813 million. By way of a decision
to make the consumers concerned aware of their right to
on February 27, 2019, the Paris Commercial Court dismissed all
compensation. The case is still ongoing.

NOTE 37 EVENTS AFTER THE REPORTING DATE

On January  16, 2020, iliad announced the results of its public closed its strategic partnership deal with InfraVia (a French
share buyback offer launched on November  12, 2019. This private equity firm specialized in infrastructure) through the sale
offer – which ran from December 23, 2019 to January 13, 2020 to InfraVia of 51% of Investissements dans la Fibre des Territoires
(inclusive) – gave shareholders the possibility of selling their iliad (IFT), based on a full enterprise value for IFT of approximately
shares back to the Company at a price of €120 per share, subject €600  million. Formed specifically for the purpose of this
to an overall ceiling of 11,666,666  shares. As the total number partnership, IFT is a company dedicated to actively managing
of shares tendered to the buyback offer, i.e. 15,239,719, was in fiber lines. In particular, it is tasked with acquiring and operating
excess of the maximum 11,666,666 that iliad had undertaken to the Group’s co-financed FTTH tranches outside very densely
repurchase, the number of shares in the buyback requests was populated areas of France. Under a very long-term service
reduced proportionately in line with shareholders’ ownership agreement, IFT provides Free with all access and information
interests in the Company (in accordance with Article  R.  225- services for the co-financed sockets concerned and will also be
155 of the French Commercial Code). Consequently, iliad able to offer the same services to third-party operators.
repurchased 11,666,666 of its own ordinary shares, representing
Lastly, the Group has repaid several of its borrowing facilities
19.7% of its share capital. The buyback offer was fully financed
since the beginning of 2020, in advance of their contractual
by a capital increase carried out via a share issue on the open
maturities. The borrowings were therefore reclassified to
market, for which existing shareholders did not have pre-emptive
short-term debt in the 2019 financial statements. These early
subscription rights but were given a priority subscription period.
repayments – which were made using the sale proceeds
As a result of this capital increase, the buyback offer had no
generated when the strategic partnership with Cellnex was set
impact on iliad’s debt or on its earnings per share because the
up in 2019 – were as follows:
repurchased shares were subsequently cancelled.
 January 9, 2020: early repayment of a €500 million term-loan
The share issue – which was launched on January 20, 2020 and
set up with a pool of commercial banks (original contractual
represented the same amount as the share buyback offer – was
maturity in 2023);
open to all iliad shareholders and was fully guaranteed by Xavier
Niel (via a company wholly controlled by Xavier Niel). The results  January 27, 2020: early repayment of a €50 million bilateral
of the share issue – which were published on January 27, 2020 credit facility granted by a bank (original contractual maturity
– were that 10.7 million new shares were purchased directly and in 2023);
indirectly by Xavier Niel, and the remaining 940,888 new shares
 February 28, 2020: early repayment of €83 million of a loan
were purchased by other shareholders.
granted by the EIB (original contractual maturity in 2022).
On February 28, 2020, iliad S.A. announced that in accordance
with the agreement announced on September  3, 2019, it had

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Consolidated statement of cash flows

NOTE 38 LIST OF CONSOLIDATED COMPANIES AT DECEMBER 31, 2019

The following table includes the Group’s main legal holdings.

Percentage Percentage Consolidation

Registration ownership at ownership at method
number Head office Dec. 31, 2019 Dec. 31, 2018 in 2019

iliad
16 rue de la Ville l’Évêque
75008 Paris 342,376,332 Paris 100.00% 100.00% Full
Assunet
16 rue de la Ville l’Évêque
75008 Paris 421,259,797 Paris 89.96% 89.96% Full
Centrapel
57 boulevard Malesherbes
75008 Paris 434,130,860 Paris 100.00% 100.00% Full
Certicall
40 avenue Jules Cantini
13006 Marseille 538,329,913 Paris 100.00% 100.00% Full
Equaline
18 rue du Docteur G. Pery
33300 Bordeaux 538,330,358 Paris 100.00% 100.00% Full
F Distribution
8 rue de la Ville l’Évêque 100.00% 100.00% Full
75008 Paris 528,815,376 Paris
Fibre Inc.
1209 Orange Street, Wilmington
New Castle County, 19801 Wilmington
Delaware – United States 100.00% 100.00% Full
Freebox
16 rue de la Ville l’Évêque Paris 97.99% 97.99% Full
75008 Paris 433,910,619
Free Caraïbe
Mangot Vulcin - MBE 262 Paris 100.00% 100.00% Full
97232 Lamentin 808,537,641
Free Carrier
16 rue de la Ville l’Évêque Paris 100.00% 100.00% Full
75008 Paris 790,148,944
Free
8 rue de la Ville l’Évêque Paris 100.00% 100.00% Full
75008 Paris 421,938,861
Free Fréquences
16 rue de la Ville l’Évêque Paris 99.98% 99.87% Full
75008 Paris 529,917,833
Free Infrastructure
16 rue de la Ville l’Évêque
75008 Paris 488,095,803 Paris 100.00% 100.00% Full
Free Mobile
16 rue de la Ville l’Évêque
75008 Paris 499,247,138 Paris 99.62% 97.30% Full

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Consolidated statement of cash flows 6

Percentage Percentage Consolidation

Registration ownership at ownership at method
number Head office Dec. 31, 2019 Dec. 31, 2018 in 2019

Free R&D
16 rue de la Ville l’Évêque
75008 Paris 537,915,050 Paris 100.00% 100.00% Full
Free Réseau
16 rue de la Ville l’Évêque
75008 Paris 419,392,931 Paris 100.00% 99.99% Full
IFW
8 rue de la Ville l’Évêque
75008 Paris 400,089,942 Paris 100.00% 100.00% Full
6
IH
8 rue de la Ville l’Évêque
75008 Paris 441,532,173 Paris 100.00% 100.00% Full
iliad 10
16 rue de la Ville l’Évêque
75008 Paris 844,880,492 Paris 100.00% 100.00% Full
iliad 4
16 rue de la Ville l’Évêque
75008 Paris 799,285,820 Paris 100.00% 100.00% Full
iliad 6
16 rue de la Ville l’Évêque
75008 Paris 834,309,486 Paris 100.00% 100.00% Full
IFT
16 rue de la Ville l’Évêque
75008 Paris 852,619,352 Paris 100.00% Full
iliad 78
16 rue de la Ville l’Évêque
75008 Paris 834,315,673 Paris 78.45% 70.00% Full
iliad 8
16 rue de la Ville l’Évêque
75008 Paris 880,117,015 Paris 100.00% Full
iliad 9
16 rue de la Ville l’Évêque
75008 Paris 880,117,064 Paris 100.00% Full
iliad Gaming
8 rue de la Ville l’Évêque
75008 Paris 522,418,250 Paris 100.00% 100.00% Full
iliad Holding S.p.A
Largo Angelo Fochetti 29
Rome - Italy Rome 100.00% 100.00% Full
iliad Italia S.p.A
Largo Angelo Fochetti 29
Rome - Italy Rome 100.00% 100.00% Full

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Consolidated statement of cash flows

Percentage Percentage Consolidation

Registration ownership at ownership at method
number Head office Dec. 31, 2019 Dec. 31, 2018 in 2019

Immobilière iliad
16 rue de la Ville l’Évêque
75008 Paris 501,194,419 Paris 100.00% 100.00% Full
Initix
8 rue de la Ville l’Évêque
75008 Paris 828,684,639 Paris 95.05% N.C.
IRE
16 rue de la Ville l’Évêque
75008 Paris 489,741,645 Paris 100.00% 100.00% Full
Jaguar Network
71 avenue Andre Roussin
13016 Marseille 439,099,656 Marseille 75.54% Full
Jaguar Network Suisse
rue des Paquis 11
1201 Geneva - Switzerland Geneva 75.54% Full
JT Holding
71 avenue Andre Roussin
13016 Marseille 801,382,300 Marseille 75.54% Full
M.C.R.A.
57 boulevard Malesherbes
75008 Paris 532,822,475 Paris 100.00% 100.00% Full
NJJ Boru
16 rue de la Ville l’Évêque
75008 Paris 833,797,467 Paris 49.00% 49.00% Equity
On TowerCo France
31-33 rue de la Baume
75008 Paris 834,309,676 Paris 30.00% 100.00% Equity
Online Immobilier
16 rue de la Ville l’Évêque
75008 Paris 537,915,019 Paris 95,003% 95,003% Full
Online
8 rue de la Ville l’Évêque
75008 Paris 433,115,904 Paris 95,003% 95,003% Full
Predictiv Pro S.A.S.
71 avenue Andre Roussin
13016 Marseille 880,472,683 Marseille 75.54% Full
Protelco
8 rue de la Ville l’Évêque
75008 Paris 509,760,948 Paris 100.00% 100.00% Full
Qualipel
61 rue Julien Grimau Vitry sur
94400 Vitry sur Seine 533,513,958 Seine 100.00% 100.00% Full
Resolution Call
7 Bld Mohamed V
20800 Mohammedia - Morocco Morocco 100.00% 100.00% Full

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Percentage Percentage Consolidation
Registration ownership at ownership at method
number Head office Dec. 31, 2019 Dec. 31, 2018 in 2019

Scaleway US Corporation
C/O IMS - 1700 W Irving Park, Suite 302
Chicago, IL 606013 / Chicago 95,003% 95,003% Full
Sepia
12 rue Henri Cornu – Technopole de la Réunion
97801 Saint Denis Cedex 9 839,216,819 Saint Denis 50.00% 50.00% Equity
Telecom Academy “Privé”
Lotissement Attaoufik
Lot n° 9 & 10
Immeuble Le Shadow
Sidi Maarouf / Morocco 100.00% 100.00% Full
Casablanca - Morocco
Télécom Réunion Mayotte
68 rue du Faubourg Saint-Honoré
75008 Paris 812,123,214 Paris 50% 50% Equity
Trax
68 rue du Faubourg Saint-Honoré
6
75008 Paris 850,134,388 Paris 98.00% / Full
Total Call
Technoparc – Route de Nouceur
Sidi Maar Casablanca - Morocco / Morocco 100.00% 100.00% Full

NOTE 39 AUDIT FEES

In accordance with the disclosure requirements of standards 2016-08, 2016-09, 2016-10 and 2016-11 issued by France’s accounting
standards authority (the “ANC”), the table below sets out the amount of fees paid to the Statutory Auditors of iliad S.A and its fully
consolidated subsidiaries, not including fees invoiced by the Statutory Auditors’ network firms.

PricewaterhouseCoopers Deloitte & Associés Total

In € thousands 2019 2018 2019 2018 2019 2018

Statutory audit services 463 362 407 327 870 689
Non-audit services 178 101 0 48 178 149

TOTAL FEES 641 463 407 375 1,048 838

Services other than audit work provided during the year mainly concern:
 verifying the consolidated non-financial information  reviewing asset sale transactions;
statement presented in the Group’s management report;
 providing various statements.

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Statutory Auditors’ report on the consolidated financial statements

STATUTORY AUDITORS’ REPORT

ON THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2019

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience
of English speaking readers. This report includes information specifically required by European regulations or French law, such
as information about the appointment of Statutory Auditors. This report should be read in conjunction with, and construed in
accordance with, French law and professional auditing standards applicable in France.

To the Shareholders,

OPINION
In compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying consolidated
financial statements of iliad for the year ended December 31, 2019. The consolidated financial statements were approved by the Board
of Directors on March 16, 2020 based on the information available at that date in the evolving context of the Covid-19 health crisis.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of
the Group at December 31, 2019 and of the results of its operations for the year then ended in accordance with International Financial
Reporting Standards as adopted by the European Union.
The audit opinion expressed above is consistent with our report to the Audit Committee.

BASIS FOR OPINION

Audit framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under these standards are further described in the “Responsibilities of the Statutory Auditors relating to the audit
of the consolidated financial statements” section of our report.

Independence
We conducted our audit engagement in compliance with the independence rules applicable to us, for the period from January 1, 2019
to the date of our report, and, in particular, we did not provide any non-audit services prohibited by Article 5(1) of Regulation (EU)
No. 537/2014 or the French Code of Ethics (Code de déontologie) for Statutory Auditors.

EMPHASIS OF MATTER
Without qualifying our opinion, we draw your attention to Notes 1.2.5 and 19 to the consolidated financial statements, which describe
the impacts of the first-time application of IFRS 16, Leases.

JUSTIFICATION OF ASSESSMENTS - KEY AUDIT MATTERS

In accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French Commercial Code (Code de commerce) relating
to the justification of our assessments, we inform you of the key audit matters relating to the risks of material misstatement that, in our
professional judgment, were the most significant in our audit of the consolidated financial statements, as well as how we addressed
those risks.
These matters were addressed as part of our audit of the consolidated financial statements as a whole, approved in the context
described above, and therefore contributed to the opinion we formed as expressed above. We do not provide a separate opinion on
specific items of the consolidated financial statements.

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Recognition of revenues from subscribers
Description of risk How our audit addressed this risk

iliad operates in the telecommunications sector, offering various We gained an understanding of the processes and internal control
solutions to private individuals in France and Italy. systems implemented by iliad to identify and measure services
provided to subscribers, as well as for billing and recognizing the
The landline business (France only) mainly comprises Internet
related revenues.
access solutions, with a box provided, via broadband (mostly
ADSL) or ultra-fast broadband (optical fiber, FTTH), through With the guidance of our information systems specialists, we
which customers have access to various different services, assessed the design and robustness of the main IT controls set up
including telephone, Internet and television. within the operational information and billing systems to ensure
the completeness and accuracy of the billing and accounting
The mobile business (France and Italy) mostly comprises
processes relating to the services.
offerings/packages including telephone and Internet access. iliad
also sells or rents (France only) phone terminals to its customers We used sampling techniques to reconcile the revenues
separately from their subscription package. recognized by iliad with the data generated by the operational
information and billing systems.
For both its landline and mobile businesses, iliad has developed:
We also used sampling techniques to verify that any partially
 its own operational information systems within its
manual accounting entries that impact revenues, in particular
telecommunications network to identify and measure
with respect to mobile phone rentals, are substantiated in
the different types of services provided to subsidiaries
(subscriptions, usage, etc.);
 its own systems for billing these different services.
accordance with IFRS 16.
We also assessed the appropriateness of the disclosures provided
6
in Notes 1, 3 and 4 to the consolidated financial statements.
Using data drawn from these different information systems,
revenues are recognized based on the specific features of each
type of business and service in line with the accounting methods
described in Note 1.5 to the consolidated financial statements.
We deemed the recognition of revenues from the landline and
mobile businesses to be a key audit matter insofar as it relies on
complex information systems, developed in-house, that handle a
large volume of data.

Measurement of provisions for claims and litigation

Description of risk How our audit addressed this risk

In the normal course of its business, iliad is involved in a number We assessed the bases used to determine the provisions.
of disputes, antitrust proceedings, legal proceedings and
Our work mainly consisted in:
investigations involving third parties or legal or administrative
authorities either before courts or regulators.  assessing the appropriateness of the risk analysis performed
by iliad, based in particular on interviews with the legal and
The most significant disputes liable to have a material impact on
financial departments, examining the related documentation,
the consolidated financial statements are described in Note 36-6.
and carrying out a critical assessment of any written
They have been measured and recognized in liabilities for an
consultations provided by external advisors;
amount of €51 million, as set out in Note 30 (provisions for claims
and litigation at December 31, 2019), or in contingent liabilities.  directly obtaining information and opinions on ongoing
disputes from iliad’s legal counsel;
We deemed this risk to be a key audit matter in view of the
amounts at stake and the level of judgment required to determine  assessing the amount of any provisions set aside;
provisions for claims and litigation in a constantly changing
 assessing the appropriateness of the disclosures provided
regulatory environment.
in Notes 1.5, 30 and 36-6 to the consolidated financial
statements.

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Statutory Auditors’ report on the consolidated financial statements

Measurement of initial cost of telecom licenses

Description of risk How our audit addressed this risk

In the course of its business as a telecom operator in France We assessed the reliability of the methods used by iliad to
and in Italy, iliad constructs and maintains telecom networks measure the initial cost of licenses, which requires a significant
requiring the use of frequencies licensed to it by national degree of estimation.
governments. At December 31, 2019, these frequencies were
Our work mainly consisted in:
recorded as licenses in the consolidated balance sheet for a net
amount of approximately €3.1 billion, as disclosed in Note 17. iliad  assessing the reasonableness of the estimated future
has exclusive renewal rights for certain licenses in Italy (for the disbursements for the December 2021 - December 2029
period 2021 2029), although the related financial conditions are period for renewable rights to certain Italian licenses;
not necessarily known in advance.
 comparing the amount recognized at December 31, 2019 for
Similarly, certain licenses have been granted (and used) in the valuation of certain French licenses with the terms of the
France, even though the related financial commitments were not agreement signed with the French government described
known at the outset. in Note 36-2 to the consolidated financial statements, and
ensuring that the correct accounting treatment was applied.
Management is therefore required to estimate the initial cost of
certain licenses in the consolidated balance sheet. We also assessed the appropriateness of the disclosures provided
in Notes 17 and 36-2 to the consolidated financial statements.
In view of the high level of judgment required to estimate the
value of certain licenses, we deemed the measurement of the
initial cost of licenses to be a key audit matter.

Recognition and depreciation of telecom network equipment

Description of risk How our audit addressed this risk

iliad constructs and maintains the telecom networks underpinning We assessed the reliability of the methods used by iliad to
its business as a telecom operator. that require substantial determine the initial cost of equipment, the depreciation
investments in the latest-generation equipment (including start date and the assets’ useful lives, as well as the related
4G, FTTH, and Freeboxes). These assets, which amounted to management approval procedures.
approximately €4.1 billion (net) at December 31, 2019 (Note 20),
Our work mainly consisted in:
are depreciated as follows:
 assessing the processes used by iliad or by subcontractors to
 from the date they are placed in service;
monitor the deployment of these networks;
 on a straight-line basis over their estimated useful lives, as
 testing that the procedures implemented for determining
explained in Note 1.5 to the consolidated financial statements.
service (and therefore depreciation) start dates for telecom
In view of the intense pace at which telecom networks are being equipment were correctly applied;
deployed and the difficulty in tracking this deployment, we
 comparing the estimated useful lives of the assets with
deemed the accounting for (measurement of the assets’ value
telecom industry practices.
and determination of the entry date) and depreciation period of
these assets to be a key audit matter. We also assessed the appropriateness of the disclosures provided
in Notes 1.5 and 20 to the consolidated financial statements.

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Recognition of deferred tax assets for tax loss carryforwards
Description of risk How our audit addressed this risk

A total of €44.2 million was recognized at December 31, 2019 We assessed the recoverability of deferred tax assets.
with respect to deferred tax assets for tax loss carryforwards.
Our work mainly consisted in:
As stated in Note 1 to the consolidated financial statements,
 assessing the reasonableness of the methodology used by
deferred tax assets for tax loss carryforwards are recognized to
iliad to identify the existing tax loss carryforwards to be used;
the extent that it is probable that the Group will have sufficient
future taxable profit to recover them. The recoverability of the  assessing the process used to prepare and approve the
assets is assessed based on the business plan used for impairment business plans substantiating the ability of each entity to
testing purposes. generate future taxable profit that may be used to absorb
previous tax losses;
We deemed the recognition of deferred tax assets for tax loss
carryforwards to be a key audit matter due to the high level of  comparing actual profit from prior periods with the amounts
judgment required to assess the ability of the Group entities to forecast in the business plans for those years;
generate the profit forecast in the business plans.
 assessing the reasonableness of the assumptions used by iliad
in the business plans.
We also assessed the appropriateness of disclosures provided in
Notes 1, 3 and 13 to the consolidated financial statements.
6
First-time application of IFRS 16, Leases
Description of risk How our audit addressed this risk

As stated in Note 1.2.5, iliad applied IFRS 16 on January 1, 2019 Our audit approach consisted in assessing the relevance and
using the modified retrospective approach, under which lease the consistency with the applicable accounting principles of the
liabilities are measured at the present value of lease payments judgments and estimations made and the methodology adopted
that have not been paid at the transition date (i.e. January 1, 2019). by the Group to determine the main assumptions relating to the
Accordingly, data for the comparative period of 2018 was not scope of application of the standard, the lease terms, including
restated. the Group’s interpretation of the IFRS IC decision of November
2019, and the discount rates applied.
At December 31, 2019, right-of-use assets totaled €2.9 billion and
lease liabilities totaled €2.8 billion. These leases chiefly relate to Our work mainly consisted in:
network infrastructure and real estate.
 obtaining an understanding of the process used to apply
In view of the nature, extent and materiality of the impacts on IFRS 16, recognize leases and evaluate key related controls;
the Group’s consolidated financial statements, as well as the
 performing tests of details on a sample of leases to examine
high level of judgment required in implementing the standard
the accuracy of the information used to recognize the assets
(particularly its application for network leases, the lease terms
and liabilities relating to leases based on the underlying
used, and the related discount rates), we deemed the first-time
contractual documents;
application of IFRS 16, Leases to be a key audit matter.
 reconciling, on a sample basis, the data used to calculate the
discount rates for leases with the contractual information;
 comparing the discount rates set by the Group with our
estimates prepared on the basis of available market data;
 assessing the reliability of the process used to identify existing
leases by reconciling the off-balance sheet commitments for
operating leases recognized in accordance with the former
standard at December 31, 2018 with the lease liabilities
recognized in application of IFRS 16 at January 1, 2019, and by
performing a residual lease payment analysis.
We also assessed the appropriateness of the disclosures provided
in Notes 1.2.5 and 19 to the consolidated financial statements.

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Statutory Auditors’ report on the consolidated financial statements

SPECIFIC VERIFICATIONS
As required by legal and regulatory provisions and in accordance with professional standards applicable in France, we have also
verified the information pertaining to the Group presented in the Board of Directors’ management report approved on March 16, 2020.
Management has confirmed that events that have occurred and information that has come to light relating to the Covid-19 crisis since
the consolidated financial statements were closed will be reported to the Annual General Meeting called to approve these consolidated
financial statements.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
We attest that the information pertaining to the Group provided in the management report includes the consolidated non-financial
information statement required under Article L. 225-102-1 of the French Commercial Code. However, in accordance with Article L. 823-10
of the French Commercial Code, we have not verified the fair presentation and consistency with the consolidated financial statements
of the information given in that statement, which will be the subject of a report by an independent third party.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Appointment of the Statutory Auditors

We were appointed Statutory Auditors of iliad by the Annual General Meetings held on October 19, 2000 for PricewaterhouseCoopers
Audit and on May 20, 2015 for Deloitte & Associés.
At December 31, 2019, PricewaterhouseCoopers Audit and Deloitte & Associés were in the twentieth and fifth consecutive year of their
engagement, respectively, and the sixteenth and fifth year since the Company’s securities were admitted to trading on a regulated
market, respectively.

Responsibilities of management and those charged with governance for the consolidated financial
statements
Management is responsible for preparing consolidated financial statements giving a true and fair view in accordance with International
Financial Reporting Standards as adopted by the European Union and for implementing the internal control procedures it deems
necessary for the preparation of consolidated financial statements that are free of material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting, unless it
expects to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems, as well as, where applicable, any internal audit systems, relating to accounting and financial reporting procedures.
The consolidated financial statements were approved by the Board of Directors.

Responsibilities of the Statutory Auditors relating to the audit of the consolidated financial statements

Objective and audit approach

Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether
the consolidated financial statements as a whole are free of material misstatement. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions taken by users on the basis of these consolidated financial statements.
As specified in Article L.823-10-1 of the French Commercial Code, our audit does not include assurance on the viability or quality of the
Company’s management.
As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditors exercise
professional judgment throughout the audit. They also:
 identify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or error, design
and perform audit procedures in response to those risks, and obtain audit evidence considered to be sufficient and appropriate
to provide a basis for their opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control;
 obtain an understanding of the internal control procedures relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;
 evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management
and the related disclosures in the notes to the consolidated financial statements;

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 assess the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of the audit report.
However, future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditors
conclude that a material uncertainty exists, they are required to draw attention in the audit report to the related disclosures in
the consolidated financial statements or, if such disclosures are not provided or are inadequate, to issue a qualified opinion or a
disclaimer of opinion;
 evaluate the overall presentation of the consolidated financial statements and assess whether these statements represent the
underlying transactions and events in a manner that achieves fair presentation;
 obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Group to express an opinion on the consolidated financial statements. The Statutory Auditors are responsible for the management,
supervision and performance of the audit of the consolidated financial statements and for the opinion expressed thereon.

Report to the Audit Committee

We submit a report to the Audit Committee which includes, in particular, a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report any significant deficiencies in internal control that we have identified
regarding the accounting and financial reporting procedures.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were the most
significant for the audit of the consolidated financial statements and which constitute the key audit matters that we are required to
describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our
6
independence within the meaning of the rules applicable in France, as defined in particular in Articles L. 822-10 to L. 822-14 of the
French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss any risks to our
independence and the related safeguard measures with the Audit Committee.

Neuilly-sur-Seine and Paris La Défense, April 3, 2020

The Statutory Auditors

PricewaterhouseCoopers Audit Deloitte & Associés

Thierry Leroux François Buzy

Universal Registration Document 2019 - 227

 6 CONSOLIDATED FINANCIAL STATEMENTS

228 - Universal Registration Document 2019

 ILIAD S.A. FINANCIAL 7
STATEMENTS

Balance sheet – Assets 230 7.4 FINANCIAL ITEMS 249

Balance sheet – Equity and liabilities 231
7.4.1 Finance leases 249
Income statement 232
7.4.2 Financial instruments 249
Statement of changes in equity 233
7.4.3 Financial commitments 249
Notes to the financial statements 233
7.4.4 Post-employment benefits 249

7.1 ACCOUNTING PRINCIPLES

AND POLICIES 234
7.5 OTHER INFORMATION 250
7.5.1 Consolidation 250
7.1.1 General accounting principles 234
7.5.2 Tax-related information 250
7.1.2 Exceptions 234
7.5.3 Information on the segregation
7.1.3 Summary of significant accounting policies 234
of accounting periods 251
7.5.4 Events after the balance sheet date 252
7.2 NOTES TO THE BALANCE SHEET
AT DECEMBER 31, 2019 236
7.6 DIVIDENDS PAID
7.2.1 Intangible assets 236 IN THE PAST FIVE FISCAL YEARS 253
7.2.2 Property, plant and equipment 236
7.2.3 Long-term investments 237
7.2.4 Depreciation and amortization 240 7.7 THE COMPANY’S FIVE-YEAR
7.2.5 Other assets 241 FINANCIAL SUMMARY 254
7.2.6 Share capital and changes in share capital 242
7.2.7 Provisions for contingencies and charges 244
7.8 OTHER INFORMATION RELATING
7.2.8 Other liabilities 245
TO THE FINANCIAL STATEMENTS 255

7.3 2019 REVIEW OF OPERATIONS 247

STATUTORY AUDITORS’ REPORT
7.3.1 Revenues 247 ON THE FINANCIAL STATEMENTS 256
7.3.2 Number of employees 247
7.3.3 Net financial income 247
7.3.4 Exceptional items 248
7.3.5 Directors’ and officers’ compensation 248

Universal Registration Document 2019 - 229

 7 ILIAD S.A. FINANCIAL STATEMENTS

BALANCE SHEET – ASSETS

Depr., amort. Net at Net at

In € thousands Gross and provisions Dec. 31, 2019 Dec. 31, 2018

INTANGIBLE ASSETS
Start-up costs 0 0 0 0
Research and development costs 0 0 0 0
Concessions, patents and trademarks 0 0 0 0
Business goodwill 0 0 0 0
Other intangible assets 2,305 1,435 870 1,000
PROPERTY, PLANT AND EQUIPMENT
Land 66 0 66 66
Buildings 200 200 0 0
Fixtures and fittings 14,648 5,975 8,673 6,308
Technical equipment 641 400 241 307
Computer equipment 1,295 722 573 348
Furniture 2,307 1,596 711 381
Assets under construction 0 0 0 0
Advances and prepayments 0 0 0 0
LONG-TERM INVESTMENTS
Investments in subsidiaries and affiliates 2,340,160 117,082 2,223,078 2,010,537
Loans and advances to subsidiaries and affiliates 6,183,534 5,902 6,177,632 5,360,833
Other investment securities 1,797 297 1,500 1,500
Other loans 0 0 0 0
Other long-term investments 3,605 0 3,605 3,531

TOTAL FIXED ASSETS 8,550,558 133,609 8,416,949 7,384,811

Inventories 0 0 0 0
Advances and prepayments on orders 0 0 0 0
Trade receivables 22,892 505 22,388 15,249
Receivables from suppliers 132 0 132 16
Employee-related receivables 686 0 686 628
Recoverable corporate income tax 0 0 0 0
Recoverable sales taxes 3,592 0 3,592 1,343
Other receivables 290,403 0 290,403 277,043
Other advances and prepayments made 0 0 0 0
Marketable securities 1,403,317 215 1,403,102 142,187
Treasury instruments 2,903 0 2,903 2,604
Cash at bank and in hand 204,138 0 204,138 39,994
Prepaid expenses 12,971 0 12,971 16,171

TOTAL CURRENT ASSETS 1,941,035 720 1,940,315 495,235

ACCRUALS
Deferred charges 20,537 0 20,537 20,322
Conversion losses 0 0 0 0

TOTAL ASSETS 10,512,130 134,329 10,377,800 7,900,368

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 ILIAD S.A. FINANCIAL STATEMENTS
7
BALANCE SHEET – EQUITY AND LIABILITIES

At December 31, At December 31,
In € thousands 2019 2018

Share capital 13,110 13,085

Additional paid-in capital 464,092 439,382
Legal reserve 1,317 1,317
Regulated reserves 0 0
Other reserves 61,616 96,385
Retained earnings 2,958,973 2,714,819
Interim dividends 0 0
Profit for the year 1,433,550 296,364
TOTAL EQUITY 4,932,658 3,561,352
QUASI-EQUITY 0 0
Provisions for contingencies 33 120
Provisions for charges 2,465 764
TOTAL PROVISIONS 2,498 884
Convertible bonds 0 0 7
Ordinary bonds 2,461,723 2,461,947
Bank borrowings 1,747,226 1,007,436
Bank overdrafts 0 0
Other borrowings 1,001,728 658,543
Current accounts with subsidiaries 162,121 157,159
Advances and prepayments received 0 0
Trade payables 33,188 16,274
Employee-related payables 2,416 861
Accrued payroll and other employee-related taxes 1,577 774
Accrued corporate income tax 0 0
Accrued sales taxes 2,126 1,385
Other accrued taxes 479 359
Amounts due on fixed assets 321 478
Other payables 29,739 32,916
Deferred income 0 0
TOTAL ACCRUALS AND OTHER LIABILITIES 5,442,644 4,338,132

TOTAL EQUITY AND LIABILITIES 10,377,800 7,900,368

Universal Registration Document 2019 - 231

 7 ILIAD S.A. FINANCIAL STATEMENTS

INCOME STATEMENT

At December 31, At December 31,

In € thousands 2019 2018

Rebillings 77,774 111,311

Sales of services in France 44,157 30,175
TOTAL REVENUES 121,931 141,486
Operating grants 0 0
Reversals of depreciation, amortization and provisions, expense transfers 144 240
Other income 53 289
TOTAL OPERATING INCOME 122,128 142,015
Rebilled purchases 93,960 123,924
Other purchases and external charges 54,362 27,192
Taxes other than on income 676 747
Wages and salaries 9,479 6,892
Payroll taxes 6,293 3,759
Depreciation and amortization of fixed assets 7,203 5,516
Additions to provisions for impairment of current assets 3 22
Additions to provisions for contingencies and charges 0 39
Other expenses 416 619
TOTAL OPERATING EXPENSES 172,392 168,710
NET OPERATING EXPENSE (50,264) (26,695)
Interest and other financial income 380,877 380,417
Reversals of provisions 9,538 480
Foreign exchange gains 0 0
Net gains on disposals of marketable securities 2,868 264
TOTAL FINANCIAL INCOME 393,283 381,161
Interest and other financial expenses 66,179 55,425
Additions to provisions 672 10,764
Foreign exchange losses 0 0
Net losses on disposals of marketable securities 1,191 5,212
TOTAL FINANCIAL EXPENSES 68,042 71,401
NET FINANCIAL INCOME 325,241 309,760

OPERATING PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX 274,977 283,065

Exceptional income from operating transactions 0 0
Exceptional income from capital transactions 1,403,599 0
Reversals of provisions 0 0
TOTAL EXCEPTIONAL INCOME 1,403,599 0
Exceptional expense on operating transactions 0 0
Exceptional expense on capital transactions 205,840 0
Exceptional depreciation, amortization and provision expense 0 0
TOTAL EXCEPTIONAL EXPENSES 205,840 0
NET EXCEPTIONAL INCOME 1,197,759 0
Employee profit-sharing (9) 0
Corporate income tax 39,196 (13,299)
TOTAL INCOME 1,919,011 523,176
TOTAL EXPENSES 485,461 226,812

PROFIT FOR THE YEAR 1,433,550 296,364

232 - Universal Registration Document 2019

 ILIAD S.A. FINANCIAL STATEMENTS
7
STATEMENT OF CHANGES IN EQUITY

Retained
Additional earnings and Profit for
In € thousands Share capital paid-in capital reserves the year Total equity

EQUITY AT DECEMBER 31, 2017 13,082 432,685 2,538,933 328,948 3,313,648

Movements in 2018
• Capital increase 3 6,697 (15,404) (8,704)
• Appropriation of 2017 profit 328,948 (328,948) 0
• Dividends paid (39,956) (39,956)
• Profit for the year 296,364 296,364
• Other movements
EQUITY AT DECEMBER 31, 2018 13,085 439,382 2,812,521 296,364 3,561,352
Movements in 2019
• Capital increase 25 24,710 (34,769) (10,034)
• Appropriation of 2018 profit 296,364 (296,364) 0
• Dividends paid (52,210) (52,210)
• Profit for the year
• Other movements
1,433,550 1,433,550
7
EQUITY AT DECEMBER 31, 2019 13,110 464,092 3,021,906 1,433,550 4,932,658

NOTES TO THE FINANCIAL STATEMENTS

The parent company financial statements and notes thereto have In application of Articles L. 123-16 and D. 123-200 of the French
been prepared based on the following data, within the meaning Commercial Code, the attached notes are presented in the
of French Decree 2005-1757 dated December 30, 2005: standard format. Certain additional material disclosures have
also been provided.
 year-end: December 31, 2019;
Note: Unless otherwise specified, all amounts in the following
 accounting period: 12 months;
notes are stated in thousands of euros.
 previous accounting period: 12 months;
 total assets at December 31, 2019: €10,377,800 thousand;
 2019 revenues: €121,931 thousand;
 number of employees at December 31, 2019: 168.

Universal Registration Document 2019 - 233

 7 ILIAD S.A. FINANCIAL STATEMENTS
Accounting principles and policies

7.1 ACCOUNTING PRINCIPLES AND POLICIES

7.1.1 GENERAL ACCOUNTING PRINCIPLES

The financial statements have been prepared on a going concern basis, in accordance with French law (ANC 2016-07) and generally
accepted accounting principles in France – including the principle of segregation of accounting periods – applied consistently from
one accounting period to the next.

7.1.2 EXCEPTIONS
No exceptions to French generally accepted accounting principles were applied in the preparation of these financial statements.

7.1.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The main accounting policies applied by the Company are described below.

7.1.3.1 Property, plant and equipment and intangible assets

Property, plant and equipment and intangible assets are stated at acquisition cost (including incidental expenses) or production cost.
Depreciation and amortization are calculated by the straight-line method over the following estimated useful lives:

• Software 2 to 4 years

• Trademarks/Domain names 2 to 10 years

• Buildings 20 to 30 years
• Fixtures and fittings 5 to 15 years
• Technical equipment 5 years
• Computer equipment 1 to 4 years
• Furniture 5 to 6.5 years

7.1.3.2 Investments in subsidiaries and 7.1.3.4 Marketable securities

affiliates, loans and advances to Marketable securities are stated at their transfer value or
subsidiaries and affiliates, and other acquisition cost and are written down to their net realizable
investment securities value where necessary.

Investments in subsidiaries and affiliates, loans and advances

to subsidiaries and affiliates, and other investment securities 7.1.3.5 Foreign currency transactions
are stated at cost (excluding incidental expenses). A provision Income and expenses denominated in foreign currencies are
for impairment is recorded when their value in use falls below converted at the exchange rate prevailing on the transaction
their carrying amount on an other-than-temporary basis. Value date.
in use is determined based on the net assets of the company
concerned and its projected future earnings. Balance sheet items are converted at the year-end rate.

7.1.3.3 Receivables
Receivables are stated at nominal value.
A provision for impairment is recorded when it is uncertain that
the receivable will be recovered, determined based on the risk
of non-recovery.

234 - Universal Registration Document 2019

 ILIAD S.A. FINANCIAL STATEMENTS
Accounting principles and policies 7
7.1.3.6 Provisions for contingencies and Exceptional items relating to ordinary activities correspond to
items that are unusual in terms of their amount or impact or
charges
which arise from events that occur rarely.
When iliad’s obligations to third parties known at the balance
sheet date are certain or likely to cause an outflow of economic
resources, without at least equivalent consideration, a provision 7.1.3.8 Use of estimates
is recorded when the amount can be estimated reliably. The preparation of financial statements in accordance with
accounting principles generally accepted in France involves
the use of estimates and assumptions which may have an
7.1.3.7 Difference between operating and
impact on the reported amounts in the financial statements and
exceptional items accompanying notes. Actual amounts may differ from these
Exceptional income and expenses include both exceptional estimates.
items relating to ordinary activities and extraordinary items.

Universal Registration Document 2019 - 235

 7 ILIAD S.A. FINANCIAL STATEMENTS
Notes to the balance sheet at December 31, 2019

7.2 NOTES TO THE BALANCE SHEET

AT DECEMBER 31, 2019

7.2.1 INTANGIBLE ASSETS

7.2.1.1 Movements in 2019

Movements in intangible assets in 2019 can be analyzed as follows:

Intangible assets At January 1, 2019 Acquisitions Transfers Disposals At December 31, 2019

Software 2,006 139 12 0 2,157

Trademarks 115 0 3 0 118
Assets in progress 4 198 (172) 0 30

TOTAL 2,125 337 (157) 0 2,305

7.2.1.2 Trademarks
The Company has registered several trademarks related to its corporate name and businesses.

7.2.2 PROPERTY, PLANT AND EQUIPMENT

7.2.2.1 Movements in 2019

Movements in property, plant and equipment in 2019 can be analyzed as follows:

Property, plant and equipment At January 1, 2019 Acquisitions Disposals At December 31, 2019

Land 66 0 0 66
Buildings 200 0 0 200
Fixtures and fittings 10,950 3,698 0 14,648
Technical equipment 625 16 0 641
Computer equipment 875 420 0 1,295
Furniture 1,799 508 0 2,307
Assets under construction 0 0 0 0

TOTAL 14,515 4,642 0 19,157

7.2.2.2 Analysis of property, plant and equipment

 Land and buildings
The Company owns a building at Rue de Crimée in Paris, France.
 Fixtures and fittings and technical equipment
These items primarily concern buildings located in central Paris that house the head office of the Company and several subsidiaries.
 Computer equipment
This item corresponds to purchased computer equipment.

236 - Universal Registration Document 2019

 ILIAD S.A. FINANCIAL STATEMENTS
Notes to the balance sheet at December 31, 2019 7
7.2.3 LONG-TERM INVESTMENTS

7.2.3.1 Movements in 2019

Long-term investments At January 1, 2019 Acquisitions Disposals At December 31, 2019

Investments in subsidiaries and affiliates 2,127,317 418,683 205,840 2,340,160

Loans and advances to subsidiaries and affiliates 5,366,581 1,145,092 328,139 6,183,534
Other investment securities 1,797 0 0 1,797
Guarantee deposits 3,531 74 0 3,605

TOTAL 7,499,226 1,563,849 533,979 8,529,096

7.2.3.2 Investments in subsidiaries 7.2.3.3 Loans and advances to subsidiaries

and affiliates and affiliates
The main movements in this item during the year reflect the iliad S.A. is responsible for the Group’s overall cash management
following: and notably provides financing for (i)  investments in optical
fiber made by its subsidiaries Free Infrastructure, Immobilière
 a partnership with Cellnex concerning the passive mobile
iliad and IRE, (ii)  investments related to the Mobile business
infrastructure: acquisition of the On Tower France shares
made by its subsidiary Free Mobile, and (iii)  mobile telephony
distributed by Free Mobile, and buyback of shares received
by Free Mobile minority shareholders. Sale of 70% of On
Tower France shares to Cellnex;
operations carried out in Italy by its subsidiaries iliad Holding
S.p.A. and iliad Italia.
7
 buyback of a portion of Free Mobile shares from minority
shareholders. Following the transaction, iliad now holds
99.62% of Free Mobile’s capital;
 €150  million capital increase for Free Infrastructure on
June 20, 2019;
 the acquisition of the entire share capital of Free Réseau on
June 20, 2019;
 the acquisition of a 98% interest in Trax;
 the creation of iliad 8, a wholly-owned subsidiary;
 the creation of iliad 9, a wholly-owned subsidiary.

Universal Registration Document 2019 - 237

 7 ILIAD S.A. FINANCIAL STATEMENTS
Notes to the balance sheet at December 31, 2019

7.2.3.4 List of subsidiaries and affiliates

See table below.

Loans and
Retained Gross advances Dividends
earnings % 2019 value of Net value granted Commit- received
In thousands Share and owner- profit/ shares of shares by the ments 2019 during the
of €/MAD (1)/USD (2) capital reserves ship (loss) held held Company given revenues year

Assunet S.A.S.
Registration no.:
421 259 797 38 136 89.96 1,287 34 34 0 / 2,445 945
F Distribution S.A.S.
Registration no.:
528 815 376 1,000 (4,401) 100 1,510 11,000 11,000 44,250 / 39,825 0
USD
Fibre Inc. (USA) 20,243 (2) USD 1,380 100 USD 1,835 17,122 17,122 5,844 / 0 0
Free S.A.S.
Registration no.:
421 938 861 3,442 601,782 100 58,874 496,836 496,836 1,778,839 / 2,824,226 300,000
Freebox S.A.S.
Registration no.:
433 910 619 50 4,970 97.99 11,293 5,190 5,190 111,425 17,897 498,444 0
Free Caraïbes S.A.S.
Registration no.:
808 537 641 10 (203) 100 (768) 21 21 17,298 / 0 0
Free Carrier S.A.S.
Registration no.:
790 148 944 10 0 100 (2) 32 8 0 / 0 0
Free Fréquences
S.A.S.
RCS 529 917 833 5,000 292 95 0 4,750 4,750 0 / 0 0
Free Infrastructure
S.A.S.
Registration no.:
488 095 803 1,000 57,708 100 (20,150) 439,124 439,124 1,321,179 3,000 160,928 0
Free Mobile S.A.S.
Registration no.:
499 247 138 365,139 (1,516,317) 99.62 1,848,902 319,455 319,455 1,568,671 / 2,422,651 0
Free Réseau S.A.S.
Registration no.:
419 392 931 2,511 251 100 4,175 20,775 20,775 26,054 / 170,739 0
Free R&D S.A.S.
Registration no.:
537 915 050 10 3 100 (2) 24 24 0 / 0 0
IFW S.A.S.
Registration no.:
400 089 942 2,000 205 100 (232) 71,950 0 0 / 331 130
IH S.A.S.
Registration no.:
441 532 173 39 4 100 124 39 39 0 / 1,173 120
iliad 4 S.A.S.
Registration no.:
799 285 820 10 (4) 100 (2) 15 15 0 / 0 0
iliad 6 S.A.S.
Registration no.:
834 309 486 10 (4) 100 (1) 10 10 0 / 0 0
On Tower France
(formerly iliad 7)
Registration no.:
834 309 676 381,384 1,624,081 30 (841) 183,371 183,371 0 / 5,166 0
iliad 78 S.A.S.
Registration no.:
834 315 673 1,885 (239) 78.45 (657) 1,894 1,894 631 / 385 0

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 ILIAD S.A. FINANCIAL STATEMENTS
Notes to the balance sheet at December 31, 2019 7

Loans and
Retained Gross advances Dividends
earnings % 2019 value of Net value granted Commit- received
In thousands Share and owner- profit/ shares of shares by the ments 2019 during the
of €/MAD (1)/USD (2) capital reserves ship (loss) held held Company given revenues year

iliad 8
Registration no.:
880 117 015 1 0 100 (2) 1 1 0 / 0 0
iliad 9
Registration no.:
880 117 064 1 0 100 (2) 1 1 0 / 0 0
iliad 10
Registration no.:
844 880 492 1 (2) 100 (1,193) 1 1 81,833 / 0 0
iliad Gaming S.A.S.
Registration no.:
522 418 250 1,000 (6,679) 100 (146) 1,000 0 5,902 / 0 0
iliad Holding S.p.A. 350,000 (253) 100 (2,783) 350,035 350,035 1,049,147 / 0 0
Immobilière iliad
EURL
7
Registration no.:
501 194 419 1,000 2,325 100 (152) 47,456 3,348 8,550 / 594 0
IRE S.A.S.
Registration no.:
489 741 645 1,000 0 100 (3,918) 31,398 31,398 34,619 / 11,267 0
MCRA S.A.S.
Registration no.:
532 822 475 4,268 (1,740) 100 2,299 7,695 7,695 2,175 / 10,656 0
NJJ Boru S.A.S.
Registration no.:
833 797 467 419,250 212,839 49 21 316,050 316,050 0 / 6,971 0
Online S.A.S.
Registration no.:
433 115 904 214 10,650 95 (3,115) 340 340 67,567 / 76,356 0
Protelco S.A.S.
Registration no.:
509 760 948 37 6,860 100 2,181 37 37 0 / 53,038 0
MAD MAD MAD
Resolution Call (1) MAD 100 (11,972) 100 2,709 10 10 4,360 559 133,262 0
Sepia S.A.S.
Registration no.:
839 216 819 100 (1) 50 (2) 50 50 0 / 0 0
SNDM EURL
Registration no.:
342 823 341 2 10 100 0 297 0 0 / 0 0
Telecom Academy MAD MAD
“Privé” (1) MAD 100 4,202 100 MAD 545 10 10 424 / 23,124 0
Telecom Réunion
Mayotte 28,010 4,278 50 5,851 14,000 14,000 0 / 840 0
MAD MAD MAD MAD
Total Call (1) 4,600 34,244 100 29,750 414 414 4,582 / 264,733 0
Trax
Registration no.:
850 134 388 10 0 98 (376) 10 10 634 0 0

(1) MAD: Moroccan dirhams.

(2) USD: US dollars.

Universal Registration Document 2019 - 239

 7 ILIAD S.A. FINANCIAL STATEMENTS
Notes to the balance sheet at December 31, 2019

7.2.3.5 Related-party transactions

In € thousands Debit balances Credit balances

Loans and advances to subsidiaries and affiliates 6,183,534 162,121

Trade receivables 22,292 4
Deposits received for business premises 0
Miscellaneous borrowings 0
Trade payables 18
Other receivables/payables 28,975
Financial expenses 74
Financial income 380,862

7.2.4 DEPRECIATION AND AMORTIZATION

Movements in depreciation and amortization are broken down in the following table:

Depreciation and Increases Decreases (depreciation Depreciation and

amortization at (additions for the and amortization written amortization at
In € thousands January 1, 2019 year) off on divested assets) December 31, 2019

Intangible assets
SUB-TOTAL I 1,125 310 0 1,435
Buildings 200 0 0 200
Other property, plant and equipment:
Technical equipment 318 82 0 400
Fixtures and fittings 4,642 1,333 0 5,975
Furniture, office and computer equipment 1,945 373 0 2,318
Property, plant and equipment
SUB-TOTAL II 7,105 1,788 0 8,893

TOTAL I+II 8,230 2,098 0 10,328

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 ILIAD S.A. FINANCIAL STATEMENTS
Notes to the balance sheet at December 31, 2019 7
7.2.5 OTHER ASSETS

7.2.5.1 Analysis of receivables by maturity

An analysis of the Company’s borrowings and receivables by maturity is provided in the table below:

At December 31, 2019 In € thousands Gross amount Due within 1 year Due beyond 1 year

Fixed assets
• Loans and advances to subsidiaries and affiliates 6,183,534 6,183,534 0
• Other loans 0 0 0
• Other long-term investments 3,605 0 3,605
Current assets
• Advances and prepayments on orders 0 0 0
• Trade receivables 22,412 22,412 0
• Doubtful and disputed receivables 480 480 0
• Recoverable payroll and other employee-related taxes 0 0 0
• Employee-related receivables 686 686 0
• Recoverable corporate income tax 0 0 0
• Recoverable VAT
• Other receivables (including inter-company current accounts)
3,592
290,535
3,592
290,535
0
0
7
• Prepaid expenses 12,971 3,524 9,447

TOTAL 6,517,815 6,504,763 13,052

7.2.5.2 Debt issuance costs

Expenses incurred in relation to issuing or setting up the Group’s borrowings are amortized on a straight-line basis over the life of the
borrowings concerned.
Movements in debt issuance costs were as follows in 2019:

In € thousands Amount

• Accumulated debt issuance costs at start of the year

38,134
• Prior-period amortization (17,812)
• Debt issuance costs recognized during the year 5,319
• Amortization charge for the year (5,104)

NET AT DECEMBER 31, 2019 20,537

7.2.5.3 Marketable securities

Marketable securities break down as follows:

At December 31, 2019 At December 31, 2018

In € thousands Carrying amount Fair value Carrying amount Fair value

Certificates of deposit
Net value 15,000 15,000 15,000 15,000
Mutual funds (UCITs)
Net value 1,318,258 1,318,258 88,639 88,639
Own shares
Net value 69,844 89,509 38,548 38,548
Treasury instruments
Net value 2,903 2,903 2,604 2,604

TOTAL, NET 1,406,005 1,425,670 144,791 144,791

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 7 ILIAD S.A. FINANCIAL STATEMENTS
Notes to the balance sheet at December 31, 2019

iliad’s policy is to invest its cash in instruments that qualify as 7.2.6.2 Form of the shares
cash equivalents. As a result, these investments:
iliad’s shares may be held in either registered or bearer form.
 have a short maturity;
The Company does not have any preference shares.
 are highly liquid;
 are readily convertible into a known amount of cash; and 7.2.6.3 Changes in share capital
 are subject to an insignificant risk of changes in value.
Consequently, the Company invests its surplus cash in UCITs Capital increase following exercise of stock options
that fall into the “euro monetary” classification of the French The first tranche of the stock options granted on August 30, 2010
securities regulator (AMF). has been exercisable since August  29, 2014 and the second
tranche since August  29, 2015.  Lastly, the stock options
iliad purchased currency futures in order to hedge the exposure
granted on November  7, 2011 have been exercisable since
of its subsidiary Freebox to the volatility of the US dollar. The
November 6, 2016.
premiums paid on the signature of the hedging contracts
have been recognized in the balance sheet, under “Treasury During 2019, 33,130 options were exercised for the same number
instruments” and will be recycled to the income statement as of new shares.
the related hedges expire.
These two operations increased the Company’s capital by
€70 thousand.
In addition, the cancellation of treasury shares resulted in a
€44 thousand capital reduction.
7.2.6 SHARE CAPITAL AND CHANGES
IN SHARE CAPITAL

7.2.6.1 Share capital

At December  31, 2019 the Company’s share capital amounted
to €13,110  thousand (compared with €13,085  thousand at
December 31, 2018), divided into 59,162,081 fully paid-up shares.

7.2.6.4 Ownership structure

At December 31, 2019 iliad’s ownership structure was as follows:

Shareholder Number of shares %

Executive managers 33,316,649 56.31

Freefloat 25,845,432 43.69

TOTAL 59,162,081 100.00

7.2.6.5 Own shares These shares were canceled in early 2019, resulting in a
€44 thousand reduction in the Company’s capital. The increase
At December  31, 2019, iliad held 771,542 of its own shares in the Company’s share capital from €13,085  thousand at
purchased under a buyback program. In order to cover part December  31,  2018 to €13,110  thousand at December  31, 2019
of the dilution related to the exercise of stock options, the therefore reflects the combined impact of the exercise of stock
Company bought back 200,000 of its own shares in 2018. options and the cancellation of own shares during the year.

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 ILIAD S.A. FINANCIAL STATEMENTS
Notes to the balance sheet at December 31, 2019 7
7.2.6.6 Stock option plans
The following tables summarize the main features of the various stock option plans approved in 2019 and prior years, and outstanding
at the year-end.

At December 31, 2019

Number Number Number Number Number of Number of non-

Date of Exercise of options of options of options of options exercisable options exercisable options
Shareholders’ Date price outstanding granted forfeited exercised outstanding outstanding
Meeting of plan launch (in €) at Jan. 1, 2019 in 2019 in 2019 in 2019 at Dec. 31, 2019 at Dec. 31, 2019

iliad
May 29, 2008 Aug. 30, 2010 67.67 112,128 0 0 21,385 90,743 0
May 24, 2011 Nov. 7, 2011 84.03 186,273 0 0 11,745 174,528 0

At December 31, 2018

Number Number Number Number Number of Number of non-

Date of Exercise of options of options of options of options exercisable options exercisable options
Shareholders’ Date price outstanding granted forfeited exercised outstanding outstanding
Meeting of plan launch (in €) at Jan. 1, 2018 in 2018 in 2018 in 2018 at Dec. 31, 2018 at Dec. 31, 2018

iliad 7
May 29, 2008 Nov. 5, 2008 53.79 43,899 0 200 43,699 0 0
May 29, 2008 Aug. 30, 2010 67.67 130,615 0 0 18,487 112,128 0
May 24, 2011 Nov. 7, 2011 84.03 223,374 0 0 37,101 186,273 0

The exercise terms and conditions applicable to the outstanding stock options are as follows:

Date of plan launch Exercise terms and conditions

August 30, 2010 30% of the options exercisable since August 29, 2014 and 70% since August 29, 2015
November 7, 2011 Options exercisable since November 6, 2016

Share grant plans Following an authorization given at the Shareholders’ Meeting

Following an authorization given at the Shareholders’ Meeting of May 16, 2018, iliad set up a share grant plan involving shares
of May 19, 2016, iliad set up a share grant plan involving shares representing up to 1% of its share capital.
representing up to 0.5% of its share capital. During 2018, the Company granted shares representing 0.5% of
During 2017, the Company granted shares representing 0.5% of its share capital to 122 employees and executive officers under
its share capital to 61 employees and executive officers under this plan.
this plan. The vesting of these shares – which will take place in four
The shares granted under the plan will vest in four unequal equal tranches between 2021 and 2024 – is subject to (i) the
tranches between 2020 and 2023, subject to performance beneficiary still forming part of the Group at the vesting date
conditions specific to each tranche and provided that the and (ii) the following performance conditions for each tranche:
beneficiary is still with the Group on the vesting date. The  September 30, 2021 – end of the vesting period for Tranche 1:
tranches, vesting dates and vesting conditions are as follows:
 50% of the shares will vest if EBITDA less CAPEX in France
 October 30, 2020: 40% of the shares will vest if the EBITDA (excluding B2B operations) is higher than €1  billion at
margin in France for 2019 (excluding sales of devices) is December 31, 2020, and
higher than the EBITDA margin in France for 2017;  50% of the shares will vest if the EBITDA margin for France
 October  30, 2021: 10% of the shares will vest if the EBITDA (excluding equipment sales) is higher than 40% for the
margin in France (excluding sales of devices) for 2020 is year ended December 31, 2020;
higher than 40%;  September  30, 2022 – end of the vesting period for
 10% of the shares will vest on October 30, 2022 if the total Tranche 2: all of the Tranche 2 shares will vest if the EBITDA
number of fiber subscribers is higher than 1.7  million at margin for France (excluding equipment sales) is higher for
October 1, 2022; the year ended December  31, 2021 than for the year ended
December 31, 2020;
 40% of the shares will vest on October 30, 2023 if the total
number of fiber subscribers is higher than 2.5  million at
October 1, 2023.

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 7 ILIAD S.A. FINANCIAL STATEMENTS
Notes to the balance sheet at December 31, 2019

 September 30, 2023 – end of the vesting period for Tranche 3: beneficiary still forming part of the Group at the vesting date
and (ii) the following performance conditions for each tranche:
 50% of the shares will vest if the number of fiber subscribers
in France is higher than 3 million at September 1, 2023, and  November 30, 2021 – end of the vesting period for Tranche 1
 50% of the shares will vest if the number of mobile (representing 30% of the total shares granted): the shares
subscribers in Italy is higher than 6  million at will vest if consolidated EBITDAaL less CAPEX (excluding
September 1, 2023; payments for frequencies) in 2020 is at least equal to
consolidated EBITDAaL less CAPEX (excluding payments for
 September 30, 2024 – end of the vesting period for Tranche 4: frequencies) for 2019;
 50% of the shares will vest if the number of fiber subscribers  November 30, 2022 – end of the vesting period for Tranche 2
in France is higher than 3.5 million at September 1, 2024, (representing 40% of the total shares granted):
and
 50% of the shares will vest if the number of fiber
 50% of the shares will vest if the Group’s revenues in Italy
subscribers is equal to or higher than 3 million at June 30,
are higher than €500 million at June 30, 2024.
2022, and
During 2019, and following the share grant plan authorized on
 50% of the shares will vest if consolidated EBITDAaL
May  16, 2018, the Company set up another plan representing
margin for 2021 is equal to or higher than consolidated
almost 0.5% of its share capital and covering 184 Group
EBITDAaL margin for 2019;
employees and executive officers.
 November 30, 2023 – end of the vesting period for Tranche 3
The vesting of these shares – which will take place in three (representing 30% of the total shares granted): the shares
unequal tranches between 2021 and 2023 – is subject to (i) the will vest if the number of fiber subscribers is equal to or
higher than 3.7 million at June 30, 2023.

7.2.7 PROVISIONS FOR CONTINGENCIES AND CHARGES

7.2.7.1 Movements in 2019

Movements in provisions for contingencies and charges in 2019 can be analyzed as follows:

Reversals
Reversals (surplus At Dec. 31,
In € thousands At Jan. 1, 2019 Additions (utilizations) provisions) 2019

Provisions for contingencies and charges 884 1,701 87 0 2,498

TOTAL 884 1,701 87 0 2,498

7.2.7.2 Recognition of provisions for contingencies and charges

Provisions for contingencies and charges

The provisions for contingencies and charges recognized at December 31, 2019 are intended to cover all of the circumstances of which
the Company was aware at that date that could have an adverse effect on its assets or liabilities.

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 ILIAD S.A. FINANCIAL STATEMENTS
Notes to the balance sheet at December 31, 2019 7
7.2.8 OTHER LIABILITIES
None of the Company’s payables are significantly aged or unusual.
An analysis of the Company’s borrowings and payables by maturity is provided in the table below.

Gross Due within Due in 1 to Due beyond

At December 31, 2019 (in € thousands) amount 1 year 5 years 5 years

Bonds:
– due within one year at issue date 0 0 0 0
– due beyond one year at issue date 2,461,723 11,723 1,150,000 1,300,000
Bank borrowings:
– due within one year at inception of loan 995,000 995,000 0 0
– due beyond one year at inception of loan 1,753,954 677,454 524,000 552,500
• Bank overdrafts 0 0 0 0
• Other borrowings 8 8 0 0
• Guarantees and deposits received 0 0 0 0
• Current accounts with subsidiaries 162,121 162,121 0 0
• Advances and prepayments received 0 0 0 0
• Trade payables 33,188 33,188 0 0 7
• Employee-related payables 2,416 2,416 0 0
• Accrued payroll and other employee-related taxes 1,577 1,577 0 0
Other accrued taxes:
– corporate income tax 0 0 0 0
– VAT 2,126 2,126 0 0
– other 479 479 0 0
• Amounts due on fixed assets 321 321 0 0
Other payables 29,739 29,739 0 0

TOTAL 5,442,652 1,916,152 1,674,000 1,852,500

Description of the Group’s main bonds Other borrowings

outstanding at December 31, 2019
Loans granted by the European Investment Bank (EIB)
On December  1, 2015 the Group issued €650  million worth of
bonds paying interest at 2.125% per year. These bonds will be In 2010, the EIB granted iliad a €150 million loan in order to help
redeemed at face value at maturity on December 5, 2022. finance the rollout of the Group’s ADSL and FTTH networks. This
loan is repayable in installments with a final maturity in 2020.
On October  10, 2017 the Group issued €650  million worth of
bonds paying interest at 1.500% per year. These bonds will be In late August  2012, the EIB granted iliad another loan
redeemed at face value at maturity on October 14, 2024. (€200  million) to help finance its rollout of next-generation
fixed networks. This loan was due in 2022 and was repayable in
On April 23, 2018 the Group issued a further €1,150 million worth installments as from 2020 but the full outstanding amount was
of bonds in two tranches: repaid early on February 28, 2020.
 a first tranche of €500  million, paying interest at 0.625% On December 8, 2016, the EIB granted iliad another €200 million
per year and redeemable at face value at maturity on loan to help finance its rollout of optical fiber networks. The loan
November 25, 2021; is repayable in installments as from 2020 with a final maturity
 a second tranche of €650  million, paying interest at 1.875% in 2030.
per year and redeemable at face value at maturity on April 25, On December 17, 2018, the EIB granted iliad a further €300 million
2025. loan to help finance its rollout of optical fiber networks.
All of these loans had been fully drawn down at December 31, 2019
but the Group early repaid a portion amounting to €83 million at
the beginning of 2020.
All of the related loan agreements were amended on
February 22, 2019.

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 7 ILIAD S.A. FINANCIAL STATEMENTS
Notes to the balance sheet at December 31, 2019

A €1,650 million syndicated revolving credit facility A €50 million bilateral credit facility with a bank
The Group has a €1,650  million syndicated revolving credit On November 29, 2018, the Group set up a €50 million bilateral
facility set up with a pool of French and international banks, credit facility with a bank for the purpose of its general
whose maturity can now be extended until 2025 following financing needs. This facility took the form of a bullet loan with
the facility’s renegotiation on July  16, 2018. The related loan a five-year maturity. The related loan agreement was amended
agreement was further amended on February 12, 2019. on March 4, 2019.
Following this amendment, the applicable interest rate on the Following this amendment, the applicable interest rate on the
facility is based on Euribor for the period plus a margin of facility is based on Euribor for the period plus a margin of
between 0.250% and 1.200% per year depending on the Group’s between 0.70% and 1.50% per year depending on the Group’s
Leverage ratio. Leverage ratio. This facility had been fully drawn down at
December  31, 2019 but the entire outstanding amount was
None of this facility had been drawn down at December 31, 2019.
repaid early on January 27, 2020.

A €500 million term-loan
Schuldscheindarlehen (German private placement with
The Group has a €500 million term-loan set up with a pool of institutional investors)
French and international banks, which following its renegotiation
on July  16, 2018, now matures in 2023. The related loan On May 22, 2019, iliad carried out a Schuldscheindarlehen issue
agreement was further amended on February 12, 2019. (Schuldschein notes), raising a total €500 million:

Following this amendment, the applicable interest rate on the  three fixed-rate tranches totaling €175 million, paying interest
loan is based on Euribor for the period plus a margin of between at 1.400%, 1.845% and 2.038%, and redeemable at maturity on
0.700% and 1.500% per year depending on the Group’s Leverage May 22, 2023, May 22, 2026 and May 24, 2027, respectively;
ratio.  three variable-rate tranches totaling €325  million, with
This loan had been drawn down in full at December 31, 2019 but lending margins of 1.40%, 1.70% and 1.80%, and redeemable
the entire amount was repaid early on January 9, 2020. at maturity on May 22, 2023, May 22, 2026 and May 24, 2027,
respectively.
Loans granted by KFW IPEX-Bank
€1 billion short-term NEU CP program
On December  13, 2017, KFW IPEX-Bank granted the Group a
€90 million loan to help finance the rollout of its FTTH network. The Group has had a NEU CP program (formerly called a
This facility is repayable in installments and has an 11-year commercial paper program) since the first half of 2012, which
maturity. The related loan agreement was further amended on was set up to diversify the sources and maturities of its financing.
February  15, 2019. This facility had been drawn down in full at The program originally represented €500  million, but it was
December 31, 2019. increased to €800 million in 2015. It was then further increased to
On April 26, 2019, KFW IPEX-Bank granted the Group a further €1.4 billion by way of an amendment dated September 16, 2019.
€150  million loan to help finance the rollout of its fixed and At December 31, 2019, €995 million worth of the program had
mobile networks in France and Italy. This loan is repayable in been used.
installments with a final maturity in 2031. It had not been drawn
down at December  31, 2019 and remains available for draw-
down until April 26, 2021.
In accordance with the February  15, 2019 amendment to the
first loan agreement, the applicable interest rate on both of
these loans is based on Euribor for the period plus a margin of
between 0.90% and 1.20% per year depending on the Group’s
Leverage ratio.

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 ILIAD S.A. FINANCIAL STATEMENTS
2019 review of operations 7
7.3 2019 REVIEW OF OPERATIONS

7.3.1 REVENUES
2019 revenues can be analyzed as follows by segment:

In € thousands Amount

iliad Telecom services 375

Inter-company rebillings 118,027
Other revenues 3,529

TOTAL 121,931

All of the Company’s revenues are generated in France.

7.3.2 NUMBER OF EMPLOYEES

At December 31, 2019, iliad S.A. had 168 employees, breaking down as follows by category: 7
Men Women Total

• Management 40 36 76
• Other 30 62 92

TOTAL 70 98 168

7.3.3 NET FINANCIAL INCOME

Net financial income came to €325,241 thousand in 2019, breaking down as follows:

In € thousands

Net interest on subsidiaries’ current accounts 76,991

Interest income from loans and other receivables 13
Income from securities 301,194
Net reversals of financial provisions 8,867
Overdraft charges, interest on borrowings and other financial expenses (63,500)
Net losses on disposals of marketable securities 1,115
Net gains on disposals of own shares 561

TOTAL 325,241

Universal Registration Document 2019 - 247

 7 ILIAD S.A. FINANCIAL STATEMENTS
2019 review of operations

7.3.4 EXCEPTIONAL ITEMS

In 2019 exceptional items represented net income of €1,197,759 thousand and corresponded to:

In € thousands Amount

On Tower France share sale price 1,403,599

Carrying amount of shares sold (205,840)

TOTAL 1,197,759

Sale of passive mobile telecommunications shareholders;

infrastructure  iliad bought back the On Tower France shares held by
In 2019, Free Mobile transferred its passive mobile infrastructure minority shareholders;
business to On Tower France. Following this transfer:  iliad sold 70% of shares in On Tower France to a third party
 Free Mobile distributed On Tower France shares to its for €1,403 million.

7.3.5 DIRECTORS’ AND OFFICERS’ COMPENSATION

The tables below set out aggregate information concerning the compensation and benefits paid to members of iliad’s administrative
and management bodies.

At December 31, At December 31,

Administrative bodies (in €) 2019 2018

• Salaries, commission and other compensation (including lump-sum expense allowances),

and paid leave 1,528,526 1,348,009
• Directors’ remuneration:
– Exempt from payroll taxes 193,821 198,000

At December 31, At December 31,

Management bodies (in €) 2019 2018

• Salaries, commission and other compensation (including lump-sum expense allowances),

and paid leave 189,000 189,000
• Benefits-in-kind 0 0

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 ILIAD S.A. FINANCIAL STATEMENTS
Financial items 7
7.4 FINANCIAL ITEMS

7.4.1 FINANCE LEASES 7.4.3.2 Collateralized debt

None of the property belonging to the Company has been used
iliad S.A. had no outstanding finance leases at December 31, 2019. as collateral for any debt.

7.4.2 FINANCIAL INSTRUMENTS 7.4.4 POST-EMPLOYMENT BENEFITS

The Group’s functional currency is the euro. However, it Actuarial valuations of post-employment benefit obligations are
purchases certain goods and services outside the eurozone and made using the projected unit credit method, which sees each
is therefore exposed to foreign exchange risk, mainly in relation period of service as giving rise to an additional unit of benefit
to the US dollar. entitlement.
Detailed forecasts of the Group’s future purchases denominated For each active participant, the benefit likely to be paid is
in US dollars are drawn up and the transactions may be hedged estimated based on the rules defined in the applicable collective
over a period of up to one and a half years. bargaining agreement and/or company-level agreement, using
The Company has chosen to hedge a portion of the Group’s personal data projected to the standard age for payment of the
exposure to foreign exchange risk through purchases of benefit. The Company’s total obligations toward each participant
forwards and options in order to obtain a guaranteed floor rate. (total actuarial value of future benefits) are then calculated by
multiplying the estimated benefit by an actuarial factor, which
The cost of the hedging instruments set up by the Company is
rebilled in full to the subsidiaries whose commercial transactions
in US dollars are hedged.
takes into account the following:
 assumptions concerning the employee’s probability of
7
departure from the Company or death before the age of
payment of the benefit;
 the discounted value of the benefit at the measurement date.
7.4.3 FINANCIAL COMMITMENTS These total obligations are then allocated over each of the past
and future years for which rights are accrued under the plan.
At December  31, 2019 iliad S.A. had been granted financial
This allocation can be analyzed as follows:
commitments representing €3 million.
 the portion of the Company’s obligation allocated to years
prior to the measurement date (projected benefit obligation)
7.4.3.1 Commitments given by iliad S.A. corresponds to obligations for services rendered. The
on behalf of Group companies projected benefit obligation represents the Company’s
obligation existing at the balance sheet date;
At December  31, 2019, iliad S.A. had given the following
commitments on behalf of Group companies:  the portion of the Company’s obligations allocated to the year
following the measurement date (service cost) corresponds
to the probable increase in obligations due to the additional
year’s service that the participant will have provided to the
Subsidiary Amount (in € thousands)
Company at the end of that year.
Free Infrastructure 3,000
The individual results of the measurement process are
Freebox 17,897
subsequently aggregated to obtain Company-level results.
Resolution Call 559
iliad Italia 1,050,743 The Company’s obligation for post-employment benefits
amounted to €1,667  thousand at December  31, 2019 (versus
€1,112 thousand at December 31, 2018).

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 7 ILIAD S.A. FINANCIAL STATEMENTS
Other information

7.5 OTHER INFORMATION

7.5.1 CONSOLIDATION on profit. For as long as they remain members of the tax
group, subsidiaries may offset their tax losses generated
iliad S.A. – which is registered under number 342 376 332 and during their membership of the tax group against future
whose registered office is located at 16 rue de la Ville l’Evêque, taxable profit.
75008 Paris, France – prepares consolidated financial statements iliad S.A. recorded these tax savings on the liabilities side
in its capacity as the parent company of the iliad Group. of its balance sheet under “Other payables”. They totaled
€28,928 thousand at December 31, 2019;
 effective January 1, 2012, iliad S.A. and its subsidiaries decided
to add to this mechanism by putting in place a system of
7.5.2 TAX-RELATED INFORMATION reallocating tax savings generated through the use by
iliad S.A. of the tax losses of Group companies. Consequently
the following now applies:
7.5.2.1 Tax group
 tax savings arising on the Group’s use of tax losses
iliad S.A. has a tax group in place, which at December 31, 2019 generated by a Group company are allocated to that
included all of its consolidated companies apart from companies company, which subsequently receives an amount equal
(i)  that are less than 95%-owned by iliad, (ii)  that were newly to the tax savings made,
formed in 2019, or (iii) whose registered office is outside France.  the same approach is used for recoverable tax credits
The following rules apply within the tax group: (research tax credits, training tax credits, etc.);
 each company in the tax group, including the parent  any tax charges or savings relating to adjustments to total
company, records in its accounts the amount of tax that it earnings, as well as any tax credits for loss-making companies,
would have paid on a stand-alone basis; are recorded at the level of iliad S.A;

 until December 31, 2011 any tax savings relating to tax losses  no payments in relation to these matters may be due by
made by members of the tax group were held at the level of iliad S.A. when a company leaves the tax group.
the parent company and therefore did not have any impact

7.5.2.2 Deferred taxes

Items subject to adjustments for the purposes of calculating taxable profit will have the following expected impact on taxes in future
years:

Type of temporary difference Amount (in € thousands)

Deferred tax liabilities /

TOTAL /
TOTAL DEFERRED TAX LIABILITIES /
Deferred tax assets
Government housing levy 11
“Contribution sociale” surtax 49
Temporary differences related to marketable securities 0

TOTAL 60
TOTAL DEFERRED TAX ASSETS 60
Tax loss carryforwards for the Company None
TAX GROUP
Long-term capital losses None

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 ILIAD S.A. FINANCIAL STATEMENTS
Other information 7
7.5.2.3 Corporate income tax relating to exceptional items
The Group recorded a corporate income tax benefit of €39,196 thousand for 2019, breaking down as follows:
 portion relating to ordinary activities: a negative €10,290 thousand;
 portion relating to exceptional items: €49,486 thousand.

7.5.3 INFORMATION ON THE SEGREGATION OF ACCOUNTING PERIODS

7.5.3.1 Accrued expenses

Accrued expenses included in balance sheet items can be broken down as follows:

Balance sheet item (in € thousands) Amount

Convertible bonds 0
Ordinary bonds 11,723
Bank borrowings 10,068
Other borrowings 0
Trade payables 9,173
Accrued taxes and employee-related payables 3,422 7
Other payables 0

TOTAL 34,386

7.5.3.2 Deferred income and prepaid expenses

Deferred income and prepaid expenses break down as follows:

In € thousands Prepaid expenses Deferred income

Operating expenses/income 3,524 0

Financial expenses/income 9,447 0
Exceptional expenses/income 0 0

TOTAL 12,971 0

7.5.3.3 Breakdown of accrued income

Balance sheet item Total

Accrued revenues 120

Other receivables 0
Cash at bank and in hand 0

TOTAL 120

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 7 ILIAD S.A. FINANCIAL STATEMENTS
Other information

7.5.4 EVENTS AFTER THE BALANCE On February 28, 2020, iliad S.A. announced that in accordance
with the agreement announced on September  3, 2019, it had
SHEET DATE closed its strategic partnership deal with InfraVia (a French
private equity firm specialized in infrastructure) through the sale
On January  16, 2020, iliad announced the results of its public to InfraVia of 51% of Investissements dans la Fibre des Territoires
share buyback offer launched on November  12, 2019. This (IFT), based on a full enterprise value for IFT of approximately
offer – which ran from December 23, 2019 to January 13, 2020 €600  million. Formed specifically for the purpose of this
(inclusive) – gave shareholders the possibility of selling their iliad partnership, IFT is a company dedicated to actively managing
shares back to the Company at a price of €120 per share, subject fiber lines. In particular, it is tasked with acquiring and operating
to an overall ceiling of 11,666,666  shares. As the total number the Group’s co-financed FTTH tranches outside very densely
of shares tendered to the buyback offer, i.e.,15,239,719, was in populated areas of France. Under a very long-term service
excess of the maximum 11,666,666 that iliad had undertaken to agreement, IFT provides Free with all access and information
repurchase, the number of shares in the buyback requests was services for the co-financed sockets concerned and will also be
reduced proportionately in line with shareholders’ ownership able to offer the same services to third-party operators.
interests in the Company (in accordance with Article R. 225-155 of
the French Commercial Code). Consequently, iliad repurchased Lastly, the Group has repaid several of its borrowing facilities
11,666,666 of its own ordinary shares, representing 19.7% of its since the beginning of 2020, in advance of their contractual
share capital. The buyback offer was fully financed by a capital maturities. The borrowings were therefore reclassified to
increase carried out via a share issue on the open market, short-term debt in the 2019 financial statements. These early
for which existing shareholders did not have pre-emptive repayments – which were made using the sale proceeds
subscription rights but were given a priority subscription period. generated when the strategic partnership with Cellnex was set
As a result of this capital increase, the buyback offer had no up in 2019 – were as follows:
impact on iliad’s debt or on its earnings per share because the  January 9, 2020: early repayment of a €500 million term-loan
repurchased shares were subsequently canceled. set up with a pool of commercial banks (original contractual
The share issue – which was launched on January 20, 2020 and maturity in 2023);
represented the same amount as the share buyback offer – was  January 27, 2020: early repayment of a €50 million bilateral
open to all iliad shareholders and was fully guaranteed by Xavier credit facility granted by a bank (original contractual maturity
Niel (via a company wholly controlled by Xavier Niel). The results in 2023);
of the share issue – which were published on January 27, 2020
– were that 10.7 million new shares were purchased directly and  February 28, 2020: early repayment of €83 million of a loan
indirectly by Xavier Niel, and the remaining 941,000 new shares granted by the EIB (original contractual maturity in 2022).
were purchased by other shareholders.

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 ILIAD S.A. FINANCIAL STATEMENTS
Dividends paid in the past five fiscal years 7
7.6 DIVIDENDS PAID IN THE PAST FIVE FISCAL
YEARS

The Board of Directors determines the dividend policy based on irrevocably opt for all of their investment income to be taxed
a review of the Company’s earnings and financial position and using the standard progressive income tax scale, in which
other factors. At the Annual General Meeting to be held in 2020, case the above-mentioned 40% tax relief would apply. In all
the Board will recommend the payment of a €2.60 dividend per circumstances, the dividend will be subject to social security
share for all the shares making up the Company’s share capital contributions at a rate of 17.2%.
at that date, and carrying rights to the 2019 dividend.
The Company expects its dividend policy to be consistent with
By default, the gross amount of this dividend will be subject its expansion strategy in 2019. This does not, however, represent
to the 12.8% flat-rate dividend tax (PFU) applicable in France any commitment on the part of the Company, which may decide
and will not be eligible for the 40% tax relief provided for in to reduce its dividend payment, or not make any dividend
Article  158-3-2° of the French Tax Code. However, individual payment at all, depending on its financial results, capital
shareholders who are tax resident in France may expressly and expenditure requirements, and level of debt.

The Company paid the following dividends in the past five fiscal years:

Year Per-share dividend Total dividend payout

2014
2015
€0.39
€0.41
€22,821,951
€24,062,093
7
2016 €0.44 €25,909,763
2017 €0.68 €39,956,186
2018 €0.90 €52,210,205

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 7 ILIAD S.A. FINANCIAL STATEMENTS
The Company’s five-year financial summary

7.7 THE COMPANY’S FIVE-YEAR FINANCIAL

SUMMARY

Indicator 2019 2018 2017 2016 2015

FINANCIAL POSITION AT YEAR-END

Share capital 13,109,881 13,084,512 13,081,665 13,038,371 12,999,215
Number of existing ordinary shares 59,162,081 59,045,555 59,032,661 58,837,338 58,660,640
Maximum number of shares to be created
On exercise of convertible bonds 0 0 0 0 0
OPERATIONS AND PROFIT FOR THE YEAR
Revenue before tax 121,931,678 141,486,610 179,204,444 157,433,802 143,070,255
Profit before tax, employee profit-sharing, and
depreciation, amortization and provisions 1,470,993,744 298,732,673 362,466,395 350,465,217 338,220,218
Corporate income tax 39,195,512 (13,299,249) 28,505,178 (6,338,687) (5,259,601)
Employee profit-sharing for the year 0 0 0 0 0
Profit after tax, employee profit-sharing, and
depreciation, amortization and provisions 1,433,550,071 296,364,311 328,947,865 352,159,666 334,957,317
Dividend paid 154,511,116 53,229,560 40,354,026 26,149,442 24,050,862
EARNINGS PER SHARE
Profit after tax and employee profit-sharing but before
depreciation, amortization and provisions 24.20 5.28 5.66 6.06 5.86
Profit after tax, employee profit-sharing, and
depreciation, amortization and provisions 24.23 5.02 5.57 5.99 5.71
Per-share dividend 2.60 0.90 0.68 0.44 0.41
EMPLOYEES
Headcount at year-end 168 149 133 125 112
Payroll costs for the year 9,478,694 6,892,032 5,931,613 5,654,500 4,923,221
Employee benefit expense for the year 6,293,110 3,759,195 2,662,592 1,719,234 1,423,236

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 ILIAD S.A. FINANCIAL STATEMENTS
Other information relating to the financial statements 7
7.8 OTHER INFORMATION RELATING
TO THE FINANCIAL STATEMENTS

In accordance with Articles L. 441-14, and D. 441-4 of the French Commercial Code (Code de commerce), the Company presents the
year-end schedule of trade payables by due date for the fiscal year.

2019

Article D. 441 I.-1°: Past due invoices received Article D. 441 I.-2°: Past due invoices issued
at the year-end at the year-end

1 to 31 to 61 to 91 days 1 to 31 to 61 to 91 days
In € thousands 0 day 30 days 60 days 90 days or over Total 0 day 30 days 60 days 90 days or over Total

(A) LATE PAYMENT BY PERIOD

Number
of invoices
concerned 488 269 7
Total amount
of invoices
concerned incl.
VAT (19,488) (4,585) (94) (18) (128) (24,314) 19,068 1,218 1,191 83 1,328 22,889
Percentage of
total amount of
purchases incl.
VAT -10% -2% 0% 0% 0% -13%
Percentage of
revenues incl.
VAT during the
period 9% 1% 1% 0% 1% 11%

(B) INVOICES EXCLUDED FROM (A) RELATED TO CONTESTED OR UNRECOGNIZED RECEIVABLES AND PAYABLES
Number
of invoices
concerned
Total amount
of invoices
concerned incl.
VAT (9,173) 0

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 7 ILIAD S.A. FINANCIAL STATEMENTS
Other information relating to the financial statements

STATUTORY AUDITORS’ REPORT ON THE FINANCIAL

STATEMENTS

(For the year ended December 31, 2019)

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience
of English speaking readers. This report includes information specifically required by European regulations or French law, such
as information about the appointment of Statutory Auditors. This report should be read in conjunction with, and construed in
accordance with, French law and professional auditing standards applicable in France.

iliad S.A.
16, rue de la Ville l’Evêque
75008 Paris – France
To the Shareholders,

OPINION
In compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying financial
statements of iliad for the year ended December 31, 2019.
The financial statements were approved by the Board of Directors on March 16, 2020 based on the information available at that date in
the evolving context of the Covid-19 health crisis.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company
at December 31, 2019 and of the results of its operations for the year then ended in accordance with French accounting principles.
The audit opinion expressed above is consistent with our report to the Audit Committee.

BASIS FOR OPINION

Audit framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under these standards are further described in the “Responsibilities of the Statutory Auditors relating to the audit
of the financial statements” section of our report.

Independence
We conducted our audit engagement in compliance with the independence rules applicable to us, for the period from January 1, 2019
to the date of our report, and, in particular, we did not provide any non-audit services prohibited by Article 5(1) of Regulation (EU)
No. 537/2014 or the French Code of Ethics (Code de déontologie) for Statutory Auditors.

JUSTIFICATION OF ASSESSMENTS – KEY AUDIT MATTERS

In accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French Commercial Code (Code de commerce) relating
to the justification of our assessments, we inform you of the key audit matters relating to the risks of material misstatement that, in
our professional judgment, were the most significant in our audit of the financial statements, as well as how we addressed those risks.
These matters were addressed as part of our audit of the financial statements as a whole, approved in the context described above,
and therefore contributed to the opinion we formed as expressed above. We do not provide a separate opinion on specific items of
the financial statements.

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 ILIAD S.A. FINANCIAL STATEMENTS
Other information relating to the financial statements 7
Measurement of investments in subsidiaries and affiliates and related loans and advances

Description of risk
At December 31, 2019, the balance of investments in subsidiaries and affiliates and loans and advances to those entities amounted to
€2,223 million and €6,178 million, respectively, making them the largest balance sheet items. They are initially stated at their acquisition
cost and subsequently impaired based on their fair value.
As indicated in Note 1.3.2 to the financial statements, value in use is estimated by management based on the net assets of the entities
concerned at the balance sheet date, adjusted for projected future earnings. Estimating fair value thus requires management to exercise
its judgment based on forward-looking information used to project future earnings.
Moreover, as indicated in Note 1.3.3 to the financial statements, loans and advances are stated at nominal value A provision for
impairment is recorded when it is uncertain that the receivable will be recovered, determined based on the risk of non-recovery.
Forward-looking information is again used to estimate these risks and this also requires management to exercise its judgment.
Consequently, in view of the uncertainty inherent in certain items, especially the probability that estimates will reflect reality, we
deemed the correct measurement of investments in subsidiaries and affiliates and related loans and advances to be a key audit matter.

How our audit addressed this risk

To assess the reasonableness of the estimates of the values in use of investments in subsidiaries and affiliates and of the recoverability
of loans and advances, based on the information provided to us, our work mainly consisted in verifying that the estimates determined
by management were based on an appropriate justification of the measurement method and amounts used.
For measurements based on historical data, we verified that the net assets used corresponded to the amounts that appear in the
audited financial statements of the entities concerned. For measurements based on forward-looking information, we obtained cash
flow forecasts and analyses from management relating to the strategic nature of these entities. We also assessed the quality of the
budget process by comparing the forecasts with the actual performances of the entities concerned, as well as the consistency of the
assumptions used with regard to the economic outlook at year-end and the date of preparation of the financial statements. 7
Where the values in use of investments in subsidiaries and affiliates were lower than their acquisition cost, or where there is a risk that
loans and advances granted to those entities may not be recovered, we verified that a provision for impairment had been recorded for
those investments or those loans and advances.

Specific verifications
In accordance with professional standards applicable in France, we have also performed the specific verifications required by French
legal and regulatory provisions.

Information given in the management report and in the other documents provided to the shareholders
with respect to the Company’s financial position and the financial statements
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in
the Board of Directors’ management report approved on March 16, 2020 and in the other documents provided to the shareholders with
respect to the Company’s financial position and the financial statements. Management has confirmed that events that have occurred
and information that has come to light relating to the Covid-19 crisis since the financial statements were closed will be reported to the
Annual General Meeting called to approve these financial statements.
We attest to the fair presentation and the consistency with the financial statements of the information about payment terms referred
to in Article D. 441-4 of the French Commercial Code.

Report on corporate governance

We attest that the Board of Directors’ report on corporate governance sets out the information required by Articles L. 225-37-3 and
L. 225-37-4 of the French Commercial Code.
Concerning the information given in accordance with the requirements of Article L. 225-37-3 of the French Commercial Code relating
to compensation and benefits paid or awarded to corporate officers and any other commitments made in their favor, we have verified
its consistency with the financial statements or with the underlying information used to prepare these financial statements, and, where
applicable, with the information obtained by the Company from controlled companies within its scope of consolidation. Based on this
work, we attest to the accuracy and fair presentation of this information.
Concerning the information given in accordance with the requirements of Article L. 225-37-5 of the French Commercial Code relating
to those items the Company has deemed liable to have an impact in the event of a takeover bid or exchange offer, we have verified its
consistency with the underlying documents that were disclosed to us. Based on this work, we have no matters to report with regard
to this information.

Other information
In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling
interests and the identity of the shareholders or holders of the voting rights has been properly disclosed in the management report.

Universal Registration Document 2019 - 257

 7 ILIAD S.A. FINANCIAL STATEMENTS
Other information relating to the financial statements

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Appointment of the Statutory Auditors

We were appointed Statutory Auditors of iliad by the Annual General Meetings held on October 19, 2000 for PricewaterhouseCoopers
Audit and on May 20, 2015 for Deloitte & Associés.
At December 31, 2019, PricewaterhouseCoopers Audit and Deloitte & Associés were in the twentieth and fifth consecutive year of their
engagement, respectively, and the sixteenth and fifth year since the Company’s securities were admitted to trading on a regulated
market, respectively.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE

FOR THE FINANCIAL STATEMENTS
Management is responsible for preparing financial statements giving a true and fair view in accordance with French accounting
principles, and for implementing the internal control procedures it deems necessary for the preparation of financial statements that are
free of material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting, unless it expects to
liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems, as well as, where applicable, any internal audit systems, relating to accounting and financial reporting procedures.
The financial statements were approved by the Board of Directors.

RESPONSIBILITIES OF THE STATUTORY AUDITORS RELATING TO THE AUDIT

OF THE FINANCIAL STATEMENTS

Objective and audit approach

Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial
statements as a whole are free of material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions taken by users on the basis of these financial statements.
As specified in Article L. 823-10-1 of the French Commercial Code, our audit does not include assurance on the viability or quality of
the Company’s management.
As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditors exercise
professional judgment throughout the audit. They also:
 identify and assess the risks of material misstatement in the financial statements, whether due to fraud or error, design and perform
audit procedures in response to those risks, and obtain audit evidence considered to be sufficient and appropriate to provide a basis
for their opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
 obtain an understanding of the internal control procedures relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control;
 evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management
and the related disclosures in the notes to the financial statements;
 assess the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of the audit report.
However, future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditors
conclude that a material uncertainty exists, they are required to draw attention in the audit report to the related disclosures in the
financial statements or, if such disclosures are not provided or are inadequate, to issue a qualified opinion or a disclaimer of opinion;
 evaluate the overall presentation of the financial statements and assess whether these statements represent the underlying
transactions and events in a manner that achieves fair presentation.

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 ILIAD S.A. FINANCIAL STATEMENTS
Other information relating to the financial statements 7
Report to the Audit Committee
We submit a report to the Audit Committee which includes, in particular, a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report any significant deficiencies in internal control that we have identified
regarding the accounting and financial reporting procedures.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were the most
significant for the audit of the financial statements and which constitute the key audit matters that we are required to describe in this
report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our
independence within the meaning of the rules applicable in France, as defined in particular in Articles L. 822-10 to L. 822-14 of the
French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss any risks to our
independence and the related safeguard measures with the Audit Committee.

Neuilly-sur-Seine and Paris La Défense, April 3, 2020

The Statutory Auditors

PricewaterhouseCoopers Audit Deloitte & Associés

Thierry Leroux François Buzy

Universal Registration Document 2019 - 259

 7 ILIAD S.A. FINANCIAL STATEMENTS

260 - Universal Registration Document 2019

 INFORMATION ABOUT 8
THE COMPANY AND ITS CAPITAL

8.1 INFORMATION ABOUT THE COMPANY 262 8.2 INFORMATION ABOUT THE
8.1.1 Company name 262
COMPANY’S CAPITAL 264
8.1.2 Registered office, legal form 8.2.1 Amount of and movements
and applicable law 262 in the company’s capital 264
8.1.3 Registration details 262 8.2.2 Authorizations to increase
the Company’s capital 265
8.1.4 Date of incorporation and term 262
8.2.3 Own shares and share buybacks 266
8.1.5 Fiscal year 262
8.2.4 Ownership structure 269
8.1.6 Corporate purpose 262
8.2.5 Stock market data 271
8.1.7 Rights and obligations attached to shares 262
8.2.6 Provisional timetable for financial
8.1.8 Auditors 263
communications 272
8.2.7 Additional information 273

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 8 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL
Information about the Company

8.1 INFORMATION ABOUT THE COMPANY

8.1.1 COMPANY NAME through the press, radio, audiovisual media, video or remote
transmission, on magnetic or other media;
The Company’s name is iliad.  acquire by any means and manage investments in the capital
of any French or foreign company, regardless of its form or
purpose, by purchase, subscription of shares or otherwise;
 acquire, by any means, bonds, founders’ shares or other
8.1.2 REGISTERED OFFICE, LEGAL FORM securities issued by such companies;
AND APPLICABLE LAW  provide any services relating to commercial, financial,
accounting and administrative activities;
Registered office: 16, rue de la Ville l’Evêque – 75008 Paris,
France  directly or indirectly invest, through contributions from
partnerships or otherwise, in any businesses or companies
Telephone: + 33 (0)1 73 50 20 00 having one or more activities directly or indirectly related to
The Company is a French société anonyme with a Board of the Company’s corporate purpose;
Directors. It is governed by French company law, notably the  invest in any business or company with one or more
French Commercial Code (Code de commerce). activities which may be directly or indirectly related to the
The Company’s website is www.iliad.fr Company’s corporate purpose or to any similar or associated
purpose, in particular by creating new companies, or through
contributions, mergers, alliances, joint ventures, partnerships
or consortia;
8.1.3 REGISTRATION DETAILS  and more generally, conduct any industrial, commercial or
financial transactions, or any transactions involving either
The Company is registered at the Paris Trade and Companies real estate or securities, directly or indirectly related to the
Registry under number 342 376 332. Company’s corporate purpose or any similar or associated
purpose.
The Company’s LEI is 969500FZ9BTRZS3JNB97.

8.1.4 DATE OF INCORPORATION 8.1.7 RIGHTS AND OBLIGATIONS

AND TERM ATTACHED TO SHARES
Any changes in the rights attached to the shares making up
The Company’s business sector A.P.E. Code is 5814Z. the Company’s capital are subject to the general provisions of
The Company was incorporated on August 31, 1987 for a fixed French company law as the Company’s bylaws do not contain
period of 99 years from its registration date at the Trade and any specific provisions on this matter.
Companies Registry, expiring on October  15, 2086 unless said
period is extended or the Company is wound up in advance.
Dividend rights – Appropriation of profit
The Company’s income statement shows the profit or loss for
the year calculated by deducting from income for the year all
8.1.5 FISCAL YEAR expenses, including depreciation, amortization and provisions.
At least 5% of profit for the year, less any losses carried forward
The Company’s fiscal year begins on January  1 and ends on from prior years, is allocated to the legal reserve until such time
December 31 of each calendar year. as that reserve represents one-tenth of the Company’s share
capital. Further transfers are made on the same basis if the legal
reserve falls to below one-tenth of the Company’s share capital
for any reason.
8.1.6 CORPORATE PURPOSE Distributable profit represents profit for the year, less any
losses carried forward from prior years and any amount to be
As stated in Article 2 of the Company’s bylaws, the purpose of appropriated to reserves pursuant to the applicable law or the
the Company is to directly or indirectly conduct the following Company’s bylaws, plus any retained earnings. The Annual
activities in France or any other country: General Meeting may appropriate all or part of this amount to
 study, implement, maintain, operate, manage and/or market any discretionary reserves or to retained earnings.
all systems, equipment, networks or services in the fields of The Annual General Meeting may also decide to distribute funds
telecommunications, the Internet, data processing, telematics drawn from available reserves, expressly indicating the reserve
and communications, including the installation and operation account from which the distributed amounts are to be taken.
of electronic communications networks; However, dividends are deducted in priority from distributable
 publish and broadcast all services, programs and profit.
information, in particular, publish and provide telephone and
telematics services to the public and broadcast audiovisual
communications services by any technical means, including

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 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL
Information about the Company 8
Except in the case of a capital reduction, no distribution may be In the event of a capital increase paid up by capitalizing reserves,
made to shareholders if the Company’s equity represents – or retained earnings or additional paid-in capital, or when shares
would represent after the planned distribution – less than the are exchanged as part of a stock split or reverse stock split, the
sum of its share capital plus any reserves which, under applicable new shares allocated to a shareholder in proportion to existing
laws or the Company’s bylaws, are not available for distribution. registered shares carrying double voting rights will also have
double voting rights from the date of issue, provided that said
The revaluation reserve may not be distributed, but all or part of
new shares are also held in registered form.
it may be incorporated into the Company’s share capital.
Any shares converted into bearer form or whose ownership is
Any losses are carried forward to be offset against profit in
transferred are stripped of double voting rights, in accordance
future years.
with Article 28-1 of the Company’s bylaws. However, registered
shares are not stripped of voting rights, and the qualifying
Voting rights period continues to run, following the transfer of shares included
in the estate of a deceased shareholder, or in connection with
Proportionate voting rights the settlement of the marital estate or an inter vivos gift to a
spouse or relative in the direct line of succession. Any merger
In accordance with the law, at Ordinary and Extraordinary or demerger of the Company would have no impact on double
General Meetings, each shareholder has a number of votes equal voting rights which can be exercised within the new company if
to the number of shares held, without limitation. the latter’s bylaws include such a provision. Double voting rights
Unless otherwise agreed and notified to the Company, voting may only be abolished at an Extraordinary General Meeting after
rights attached to shares are exercised by the beneficial owners prior approval by a special meeting of the shareholders holding
of the shares at Ordinary General Meetings and by the legal those rights.
owner of the shares at Extraordinary General Meetings.
Articles of the bylaws that could have an impact
Double voting rights on a change in control
At the Extraordinary General Meeting held on December 12, 2003, None.
the shareholders decided to attribute double voting rights
to all fully paid-up shares registered in the name of the same
shareholder for at least three years as from the listing of the
Company’s shares on a regulated market (i.e., January 30, 2004).
8
8.1.8 AUDITORS

8.1.8.1 Statutory Auditors

Member of a professional organization: Member of a professional organization:

PricewaterhouseCoopers Audit is a member of the Versailles Deloitte & Associés is a member of the Versailles Compagnie
Compagnie Régionale des Commissaires aux Comptes. Régionale des Commissaires aux Comptes.

PricewaterhouseCoopers Audit Deloitte & Associés

Represented by Thierry Leroux Represented by François Buzy
63, rue de Villiers Tour Majunga
92208 Neuilly-sur-Seine Cedex, France 6, place de la Pyramide
92908 Paris La Défense Cedex, France
First appointed at the Annual General Meeting of First appointed at the Annual General Meeting of May 20, 2015.
October 19,  2000. Re-appointed at the Annual General Meeting Current term expires at the close of the Annual General Meeting
of May  16, 2018 for a term expiring at the close of the Annual to be held to approve the financial statements for the year
General Meeting to be held to approve the financial statements ending December 31, 2020.
for the year ending December 31, 2024.

8.1.8.2 Alternate Auditors

Étienne Boris BEAS

63, rue de Villiers 6, place de la Pyramide
92208 Neuilly-sur-Seine Cedex, France 92908 Paris La Défense Cedex, France
First appointed at the Annual General Meeting of May 29, 2006. First appointed at the Annual General Meeting of May 20, 2015.
Current term expires at the close of the Annual General Meeting Current term expires at the close of the Annual General Meeting
to be held to approve the financial statements for the year ending to be held to approve the financial statements for the year
December 31, 2024. ending December 31, 2020.

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 8 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL
Information about the Company’s capital

8.2 INFORMATION ABOUT THE COMPANY’S CAPITAL

The terms and conditions set out in the Company’s bylaws concerning changes in the Company’s capital and rights attached to shares
fully comply with the applicable laws and regulations. The bylaws do not provide for any exemptions and do not contain any specific
conditions related to these matters.

8.2.1 AMOUNT OF AND MOVEMENTS IN THE COMPANY’S CAPITAL

8.2.1.1 Amount of capital
At the date this Universal Registration Document was filed, the Company’s capital amounted to €13,113,261.52, divided into
59,177,338 shares, all issued, fully paid up and of the same class. The par value of the shares is not set in the Company’s bylaws.

8.2.1.2 Changes in the Company’s capital over the past five years

Date of Nominal Total nominal

Shareholders’ Number amount of Aggregate issue amount of Per-share
Meeting or Board of shares capital increase Issue premium premiums share capital Total shares par value*
meeting Transaction issued (in €) (in €) (in €) (in €) outstanding (in €)

Capital increase
following
exercise of
Jan. 26, 2015 stock options 377,138 83,573.77 21,889,683.80 392,563,946.94 12,953,409.21 58,453,935 0.22
Capital increase
following
exercise of
Jan. 25, 2016 stock options 206,705 45,805.83 13,284,108.37 405,848,055.31 12,999,215.04 58,660,640 0.22
Capital increase
following
exercise of
Jan. 30, 2017 stock options 176,698 39,156.27 12,533,082.88 418,381,138.21 13,038,371.32 58,837,338 0.22
Capital increase
following
exercise of
Jan. 29, 2018 stock options 195,323 43,283.57 14,303,996.50 432,685,134.70 13,081,654.89 59,032,661 0.22
Cancellation
of shares
purchased
under the
buyback
Jan. 29, 2018 program 86,393 19,144.69 15,403,079.35 417,282,055.35 13,062,510.20 58,946,268 0.22
Capital increase
following
exercise of
Jan. 28, 2019 stock options 99,287 22,002 6,697,179.53 423,979,234.88 13,084,512.20 59,045,555 0.22
Cancellation
of shares
purchased
under the
buyback
Jan. 28, 2019 program 200,000 44,320 34,769,302.65 389,209,932.73 13,040,192.20 58,845,555 0.22
Employee
June 14, 2019 share issue 283,396 62,347.12 22,283,427.48 411,493,360.21 13,102,539.32 59,128,951 0.22

* 0.2216 rounded to 0.22.

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 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL
Information about the Company’s capital 8
8.2.1.3 Shares not representing capital and/or voting rights. However, the following items could have a
dilutive impact on the Company’s capital: (i) the exercise of iliad
At the date this Universal Registration Document was filed, the stock options, (ii) iliad free share plans, and (iii) the settlement
Company had not issued any shares not representing capital. option in the Free Mobile free share plans providing for payment
in iliad shares (see Chapter 3, Section 3.4.3).
8.2.1.4 Potential capital Information about the potential dilution of the Company’s capital
The Company has not issued any securities that are convertible, is provided in Note 14 to the consolidated financial statements.
redeemable, exchangeable or otherwise exercisable for shares

8.2.2 AUTHORIZATIONS TO INCREASE THE COMPANY’S CAPITAL

Authorized unissued share capital
At the Extraordinary General Meetings of May 17, 2017, May 16, 2018, May 21, 2019 and December 20, 2019, the shareholders authorized
the Board of Directors to increase the Company’s capital as follows:

Amendments to
ceilings and/or
expiration dates
of authorizations
as submitted for
Authorization given to the Board of Maximum nominal shareholder approval
Directors at  the Extraordinary General Date of the AGM Duration amount authorized at the 2020 Annual
Meeting (resolution no.) (expiration date) (in €) Utilization General Meeting

TO INCREASE THE COMPANY’S CAPITAL, WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS CEILING (in €)
To increase the Company’s capital through May 21, 2019 26 months 5,000,000 (1) N/A N/A
the issue of shares and/or securities (19th resolution) (July 21, 2021) 2,000,000,000 (2)
carrying rights to shares or debt securities,
with pre-emptive subscription rights for
existing shareholders
8
To increase the Company’s capital May 21, 2019 26 months 500,000,000 N/A N/A
by capitalizing reserves, profit or (27th resolution) (July 21, 2021)
additional paid-in capital
TO INCREASE THE COMPANY’S CAPITAL, WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS CEILING (in €)
To increase the Company’s capital by May 21, 2019 26 months 20% of the N/A N/A
way of a public offering of shares and/ (20th resolution) (July 21, 2021) Company’s capital
or securities carrying rights to shares on the date of
or debt securities, without pre-emptive the meeting,
subscription rights for existing i.e., approx.
shareholders 2.6 million (1)
2,000,000,000 (2)
To increase the Company’s capital by May 21, 2019 26 months 20% of the N/A N/A
way of a private placement of shares (21st resolution) (July 21, 2021) Company’s capital
and/or securities carrying rights to on the date of
shares or debt securities, without the meeting,
pre-emptive subscription rights for i.e., approx.
existing shareholders 2.6 million (1)
2,000,000,000 (2)
Authorization for the Board of Directors May 21, 2019 26 months 10% of the N/A N/A
to set the issue price for issues of (22nd resolution) (July 21, 2021) Company’s capital
securities carried out without pre-emptive at the issue
subscription rights and through a public date (1) (2)
offering or a private placement, subject to
a ceiling of 10% of the Company’s capital
per twelve-month period
To increase the Company’s capital in May 21, 2019 26 months 10% of the N/A N/A
payment for contributions in kind made (24th resolution) (July 21, 2021) Company’s capital
to the Company and consisting of at the issue date (1)
shares and/or securities carrying rights
to shares of another company
To increase the Company’s capital in May 21, 2019 26 months 3% of the N/A N/A
payment for contributions in kind made (25th resolution) (July 21, 2021) Company’s capital
to the Company by shareholders of at the issue date (1)
Free Mobile
To increase the Company’s capital May 21, 2019 26 months 2,000,000 (1) N/A N/A
through the issue of shares and/or (26th resolution) (July 21, 2021)
securities carrying rights to shares in the
event of a public offering with a stock
component initiated by the Company

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Amendments to
ceilings and/or
expiration dates
of authorizations
as submitted for
Authorization given to the Board of Maximum nominal shareholder approval
Directors at  the Extraordinary General Date of the AGM Duration amount authorized at the 2020 Annual
Meeting (resolution no.) (expiration date) (in €) Utilization General Meeting
TO INCREASE THE COMPANY’S CAPITAL, WITH OR WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS
To increase the number of securities May 21, 2019 26 months 15% of the N/A N/A
included in an issue carried out with (23rd resolution) (July 21, 2021) original issue (1)
or without pre-emptive subscription
rights if the issue is oversubscribed
TO CARRY OUT EMPLOYEE SHARE ISSUES
To issue shares to Group employees Dec. 20, 2019 26 months 1% at the date N/A 1% of the
(3rd resolution) (February 20, 2022) of the meeting Company’s capital
at the date of the
meeting
(26th resolution) (1)
TO SET UP STOCK OPTION AND SHARE GRANT PLANS
To issue shares for allocation on May 17, 2017 38 months 1% of the N/A 1% of the
exercise of stock options (25th resolution) (July 17, 2020) Company’s capital Company’s capital
at the grant at the grant date,
date, taking into (25th resolution)
account options
already granted
To grant shares free of consideration May 16, 2018 38 months 1% of the Shares 2% of the
(22nd resolution) (July 16, 2021) Company’s capital granted Company’s capital
at the grant date representing at the grant date
1% of the (24th resolution)
Company’s
capital

(1) This amount is included in the overall €5,000,000 ceiling applicable to issues of shares and/or securities carrying rights to shares as set in
the nineteenth resolution of the May 21, 2019 Extraordinary General Meeting.
(2) This amount is included in the overall €2,000,000,000 ceiling applicable to issues of debt securities as set in the nineteenth resolution of the
May 21, 2019 Extraordinary General Meeting.

8.2.3 OWN SHARES AND SHARE  to allocate shares to employees and executive officers of the
Company and Group subsidiaries, in accordance with the
BUYBACKS terms and conditions set down by law, including by carrying
out share grants as permitted under Articles L. 225-197-1 et
seq. of the French Commercial Code, or by granting stock
8.2.3.1 Share buyback programs options as permitted under Articles  L.  225-177 et seq. of
said Code, or as part of a profit-sharing plan or an employee
Presentation of the authorization given to the Board savings plan in accordance with the applicable laws, in
of Directors to carry out a share buyback program particular Article L. 3332-14 of the French Labor Code (Code
du travail);
In the eighteenth resolution of the May 21, 2019 Annual General
Meeting, the Board of Directors was granted an authorization –  to remit shares as payment for buying back some of the Free
which may be delegated under the terms provided for by law Mobile shares held by Free Mobile shareholders following a
– to acquire shares representing up to 10% of the Company’s share grant plan put in place within that company, on the
capital. This authorization was given for a period of 18 months date(s) decided by the Board of Directors and subject to a
until November  21, 2020. The maximum purchase price under ceiling representing 3% of iliad S.A.’s capital as at the date of
the program was €300 per share. the buyback(s);
The objectives of the share buyback program are as follows:  to hold shares in treasury – subject to a ceiling of 5% of the
Company’s capital as at the date of the buyback(s) – for
 to maintain a liquid market in the Company’s shares through subsequent remittance in exchange or payment in connection
market-making transactions carried out by an independent with external growth transactions;
investment services provider acting in the name and on behalf
of the Company under a liquidity contract that complies with  to allocate shares on exercise of stock options granted to
a Code of Conduct approved by the Autorité des Marchés employees and executive officers of the Company and Group
Financiers (AMF), as the use of liquidity contracts has been subsidiaries, in accordance with the applicable laws, on the
recognized by the AMF as an accepted market practice; dates decided by the Board of Directors or any representative
duly authorized by the Board;

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 to cancel all or some of the shares bought back, in accordance exercisable for shares of the Company, in accordance with
with the terms and conditions set out in the twenty-ninth the applicable regulations, and to carry out any hedging
resolution of the May 21, 2019 Annual General Meeting; transactions relating to such operations, on the date(s)
determined by the Board of Directors or any representative
 to allocate shares on exercise of rights attached to securities
duly authorized by the Board.
redeemable, convertible, exchangeable or otherwise

Summary of transactions carried out by the Company under the share buyback program in 2019
The Company carried out the following transactions under the share buyback program during 2019:

Purchases Sales

Number of shares 224,895 235,485

Average unweighted transaction price (in €) 97.37 98.05
Total (in €) 21,502,558.00 22,738,486.49

Description of the new share buyback program The number of shares bought back under this authorization
submitted for shareholder approval at the Annual would not be able to exceed the equivalent of 10% of the
General Meeting to be held in 2020 Company’s capital. In accordance with French company law,
the Company may not hold more than 10% of its own shares
The authorization given at the May  21, 2019 Annual General in treasury. For information purposes, based on the Company’s
Meeting for the Company to buy back shares representing up capital at January  31, 2020, the total amount invested in the
to 10% of its capital is due to expire on November  21, 2020. share buyback program would not exceed €1.775  million,
Consequently, at its March  16, 2020 meeting, the Board of corresponding to a maximum of 5,917,733 shares purchased at a
Directors decided to recommend to shareholders at the Annual maximum per-share price of €300.
General Meeting to be held in 2020 that they grant the Board a
new authorization to carry out a share buyback program (see
the 23rd resolution in the presentation of the resolutions set out
in Chapter  9 of this Universal Registration Document). If this
8.2.3.2 Liquidity contract
On July 1, 2019, iliad entered into a liquidity contract with Natixis
8
resolution is adopted, the authorization would be given for a
Oddo BHF for ordinary shares that are admitted to trading on
period of 18 months as from the 2020 Annual General Meeting.
Euronext Paris, which complies with the applicable law and
The objectives of the share buyback program are described regulations. The contract also complies with AMF decision
in the 23rd  resolution that will be submitted to shareholders no. 2018-01 of July 2, 2018. The new liquidity contract, which has
for approval (see Chapter  9 of this Universal Registration a term of one year that is subsequently automatically renewable,
Document). took effect on July  1, 2019. Natixis Oddo BHF replaces Exane
BNP Paribas, who had managed the Company’s liquidity
contract until June 12, 2007.

The following transactions were carried out in connection with the liquidity contract in 2019:

Purchases Sales

Unweighted Unweighted
average price Amount average price Amount
Number of shares (in €) (in €) Number of shares (in €) (in €)
January 11,688 109.38 1,279,424 9,419 110.05 1,030,147
February 15,257 91.49 1,398,868 12,372 92.16 1,129,750
March 13,347 89.19 1,187,809 11,742 89.85 1,053,828
April 11,184 94.70 1,054,533 12,617 94.63 1,197,199
May 10,740 101.75 1,082,663 15,506 102.23 1,556,722
June 13,574 100.75 1,364,966 13,362 101.57 1,351,361
July 31,489 95.49 3,039,939 35,180 96.66 3,422,199
August 33,252 93.24 3,090,310 38,548 94.50 3,627,185
September 29,563 82.52 2,500,165 23,150 83.49 1,932,840
October 19,347 87.39 1,722,303 23,523 89.16 2,123,939
November 22,200 105.44 2,259,639 27,886 107.60 2,910,936
December 13,254 114.83 1,521,939 12,180 115.31 1,402,381

TOTAL 224,895 97.37 21,502,558 235,485 98.05 22,738,486

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Information about the Company’s capital

Following the abovementioned transactions, the Company held the following iliad shares at December 31, 2019:

Percentage of capital held directly or indirectly by the Company 1.30%

For the purpose of:

maintaining a liquid market 0.05%
granting stock options 1.25%
Number of shares canceled in the past 24 months 286,393
Number of shares held in the portfolio 771,542
Carrying amount of the portfolio (in €) 69,844,042
Market value of the portfolio (in €)* 89,151,678

* Based on the iliad closing share price on December 31, 2019, i.e., €115.55.

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8.2.4 OWNERSHIP STRUCTURE

8.2.4.1 Shareholding structure

Movements in ownership interests and voting rights

Movements in the ownership interests and voting rights held by the Company’s shareholders in the past three years were as follows:

December 31, 2019 December 31, 2018 December 31, 2017

Theoretical Theoretical
Number of voting % % voting Number of voting % % voting Number of % voting
Shareholder shares rights (4) capital rights shares rights (4) capital rights shares % capital rights
Xavier Niel (1) 30,833,380* 31,455,334 52.12% 50.84% 31,534,450* 32,156,404 53.41% 52.10% 30,820,250 52.21% 66.86%
Rani Assaf (2) 893,338 1,653,338 1.51% 2.67% 760,000 1,520,000 1.29% 2.46% 760,000 1.29% 1.66%
Cyril Poidatz (3) 803,951 1,474,565 1.36% 2.38% 670,614 1,341,228 1.14% 2.17% 670,614 1.14% 1.47%
Antoine
Levavasseur (1) 598,968 1,105,626 1.01% 1.79% 506,658 1,013,316 0.86% 1.64% 506,658 0.86% 1.11%
Maxime
Lombardini (3) 113,510 120,754 0.19% 0.20% 21,925 29,135 0.05% 0.04% 10,729 0.02% 0.02%
Thomas
Reynaud (1) 108,165 115,195 0.18% 0.19% 14,830 20,080 0.03% 0.03% 7,030 0.01% 0.01%
Olivier
Rosenfeld (a) - - - - 5,210 5,210 0.01% 0.01% 5,210 0.01% NM
Pierre
Pringuet (3) 2,037 4,074 NM NM 2,037 4,074 NM 0.01% 2,037 NM NM 8
Marie-Christine
Levet (3) 350 350 NM NM 350 350 NM NM 350 NM NM
Orla Noonan (3) 300 600 NM NM 300 300 NM NM 300 NM NM
Virginie
Calmels (3) 150 150 NM NM 150 150 NM NM 150 NM NM
Corinne
Vigreux (3) 100 100 NM NM 100 100 NM NM 100 NM NM
Bertille Burel (3) 100 100 NM NM 100 100 NM NM 100 NM NM
SUB TOTAL –
DIRECTORS
AND OFFICERS 33,354,349 35,930,186 56.38% 58.08% 33,516,724 36,090,447 56.76% 58.48% 32,783,528 55.53% 71.14%

FREE FLOAT 25,036,190 25,166,040 42.32% 40.68% 25,528,831 25,627,808 43.24% 41.52% 26,249,133 44.47% 28.86%
iliad
(own shares) 771,542 771,542 1.30% 1.25% 237,602 237,602 0.4% 0.4% 124,245 0.21% 0.14%

(5) (5)
TOTAL 59,162,081 61,867,768  100% 100% 59,045,555 61,718,255  100% 100% 59,032,661 100.00% 100.00%

* Including (i) 621,954 shares held directly by Xavier Niel, (ii) 29,605,872 shares held by Holdco – Xavier Niel’s personal holding Company, and
(iii) 567,854 shares held by Rock Investment, and (iv) 37,700 shares held by NJJ Market.
(1) A Senior Vice-President and a director of the Company.
(2) A shareholder and a Senior Vice-President of the Company (not a director).
(3) A shareholder and non-executive director of the Company.
(4) The theoretical number of voting rights is calculated based on all shares carrying voting rights, including shares for which voting rights are not
exercisable.
(5) The total number of voting rights exercisable at Shareholders’ Meetings amounted to 61,096,226.
(a) Olivier Rosenfeld stepped down as a director of iliad on January 28, 2019.
NM: not material.

At January  31, 2020, following the success of the iliad capital To the best of the Company’s knowledge, there are no
increase for an amount of €1.4 billion, the purpose of which was shareholders other than those mentioned above who directly or
to fully finance the Company’s public share buyback offer and indirectly hold more than 5% of the Company’s capital or voting
the subsequent cancelation of the resulting iliad shares, Xavier rights.
held 71.10% of the capital and 69.01% of the voting rights.
In 2019, no legal threshold crossings were declared.

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Disclosure thresholds Article L. 211-1 of the French Monetary and Financial Code. If the
Without prejudice to the obligations to inform the Company holder of such a financial instrument or a beneficiary of such an
and the AMF in the event that the ownership thresholds set by agreement comes to own the shares or voting rights provided
law and the AMF’s General Regulations are crossed, Article  12 for in the instrument or agreement, and as a result their interest
of the Company’s bylaws provides that any individual or legal in the Company – either alone or acting in concert – is increased
entity, acting alone and/or in concert, that comes to hold or to more than the above-mentioned threshold, a new disclosure
ceases to hold, in any way whatsoever within the meaning of must be made to the Company.
Articles  L.  233-7 et seq. of the French Commercial Code, a The same disclosure formalities must be carried out whenever
proportion of the Company’s capital or voting rights representing the proportion of the capital or voting rights held is increased to
1% or more and up to 50% of the total capital or voting rights more than any multiple of 1% – up to 50% – or decreased to below
must disclose to the Company, within five (5) trading days of any multiple of 1%, even when such notification is not required
the date the threshold was crossed, the total number of shares under the disclosure obligations provided for in the applicable
and voting rights held, either directly or indirectly, alone and/or laws and regulations. If the only thresholds crossed are those
in concert. The disclosure must be made by registered mail referred to in Article L. 233-7 I of the French Commercial Code,
with recorded delivery, addressed to the Company’s registered the disclosure must be made within the timeframe and in
office, or by any equivalent method outside France in the case accordance with the conditions specified in the applicable laws
of shareholders non-resident in France, and must state the and regulations.
date the threshold was crossed. The shares and voting rights
The above disclosure requirements also apply, in accordance with
referred to in Article L. 233-9 I of the French Commercial Code must
the applicable laws and regulations, to financial intermediaries
also be taken into consideration for the purpose of disclosing
that hold shares on behalf of shareholders.
such ownership interests and voting rights. When a disclosure
threshold is crossed as a result of a share purchase or sale, the In the event of failure to comply with the above disclosure
five (5) trading-day timeframe for the disclosure begins on requirements, the shares in excess of the relevant threshold will
either (i) the date the shares are traded, or (ii) the date of the be stripped of voting rights. If the omission is remedied, the
agreement resulting in the crossing of the disclosure threshold, voting rights concerned will only be exercisable in Shareholders’
and not on the date that the shares concerned are registered in Meetings held after the expiration of a two-year (2-year)
a share account. period following the date the omission of the above-mentioned
information is remedied. This sanction may, however, only be
The disclosure must also state the number of securities owned
applied at the request of one or more shareholders, as evidenced
by the person or entity making the disclosure that carry rights to
in the minutes of the Shareholders’ Meeting, except where
new shares in the Company and the corresponding voting rights,
the breached disclosure requirement falls within the scope of
as well as the number of existing shares or voting rights that
the thresholds provided for in Article  L.  233-7 I of the French
such person or entity may acquire or is entitled to acquire under
Commercial Code.
the terms of an agreement or financial instrument referred to in

Double voting rights

The Company’s major shareholders held the following shares carrying double voting rights at December 31, 2019:

Major shareholders with double voting rights Number of shares carrying double voting rights

Xavier Niel 621,954

Rani Assaf 760,000
Cyril Poidatz 670,614
Antoine Levavasseur 506,658
Maxime Lombardini 7,244
Thomas Reynaud 7,030

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8.2.4.2 Transactions in the Company’s shares carried out by executive officers

Summary table of transactions in iliad shares carried out by directors and officers in 2019
(Disclosed in compliance with Article 223-26 of the AMF’s General Regulations)

Name Type of transaction Number of shares Average price

Purchase of call
Xavier Niel (associated persons) options 1,306,000 N/A
Xavier Niel (associated persons) Sale of call options 8,000 N/A
Xavier Niel (associated persons) Pledge 17,326,574 0
Thomas Reynaud (associated persons) Exchange of shares 93,335 104.13
Maxime Lombardini (associated persons) Exchange of shares 93,335 104.13
Maxime Lombardini Pledge 24,000 0
Rani Assaf Exchange of shares 133,338 104.13
Antoine Levavasseur Exchange of shares 92,310 104.13
Cyril Poidatz Exchange of shares 133,337 104.13

8.2.5 STOCK MARKET DATA

iliad’s shares have been traded on Eurolist by Euronext™ (compartment A) since January 30, 2004.
8
8.2.5.1 General information

Number of shares listed at December 31, 2019 59,162,081

Closing price at December 31, 2019 €115.55

52-week high €121.85
52-week low €77.72
Market capitalization at December 31, 2019 €6.8 billion
Average 6-month daily trading volume 203,859
ISIN FR0004035913
Stock exchange indices Euro Stoxx, SBF 120, CAC Mid 100

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8.2.5.2 Changes in the iliad share price since January 1, 2019

Share price (in €)*

High Low
2019
January 121.85 98.96
February 100.10 86.92
March 93.30 84.40
April 98.84 90.70
May 107.45 92.60
June 105.70 96.06
July 101.80 90.74
August 95.44 88.58
September 95.00 77.72
October 93.56 83.32
November 115.90 91.54
December 115.85 114.35
2020
January 123.00 115.10
February 138.95 121.15

* Corresponding to the highest and lowest closing price on a trading day.

8.2.5.3 Transfer agent

Securities services (management of the Company’s share register) and financial services (dividend payments) are provided for iliad by
Société Générale (SGSS/GIS/ISE/SHM, 32, rue du Champ de Tir, CS 30812, 44308 Nantes Cedex 3, France).

8.2.6 PROVISIONAL TIMETABLE FOR FINANCIAL COMMUNICATIONS

May 12, 2020: First-quarter 2020 revenues release

May 20, 2020*: Annual General Meeting

By September 3, 2020: First-half 2020 revenues and earnings release
By November 15, 2020: Revenues release for the first nine months of 2020

* In light of the current situation surrounding the Covid-19 pandemic, as of the date of publication of this Universal Registration Document,
iliad’s Board of Director’s met and decided, at the request of the Chairman of the Board, to postpone the Group’s Annual General Meeting,
which was initially scheduled for May 20, 2020.

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8.2.7 ADDITIONAL INFORMATION Agenda
The agenda for Shareholders’ Meetings is determined by the
party calling the meeting.
8.2.7.1 Shareholders’ agreements and However, one or more shareholders or the Works Council may
undertakings request that proposed resolutions be included in the agenda
under the terms and conditions prescribed by the applicable
Shareholders’ agreements laws and regulations.
None. Shareholders’ Meetings may not consider matters that are
not included in the agenda. However, shareholders are always
Lock-up undertakings entitled to remove from office and replace directors, irrespective
of whether a related resolution is included in the agenda.
None.
The agenda for a Shareholders’ Meeting may not be amended
Shareholders acting in concert on second call.
To the best of the Company’s knowledge, there are no
shareholders acting in concert, other than the shareholders who Participation in and representation at Shareholders’
are executive managers of the Company who act in concert in Meetings
their capacity as executive managers. a) Any shareholder may participate in Shareholders’ Meetings
in person or by proxy, regardless of the number of shares
Measures taken to ensure that control is not exercised owned, subject to evidence of their share ownership.
in an abusive manner Where it deems fit, the Board of Directors may provide
As described above, the Company is controlled by its majority shareholders with individual named admission cards and
shareholder and its executive managers. However, the Company require them to produce such cards in order to gain entry
considers that there is no risk that control will be exercised to a meeting. Shareholders who wish to attend a meeting in
in an abusive manner thanks to the measures taken within its person and have not received their admission card by 00:00
corporate governance structures, notably the separation of the (CET) on the second working day preceding the meeting in
positions of Chairman of the Board and Chief Executive Officer, question will be provided with a certificate evidencing their
and due to the fact that there are independent directors on the share ownership.
Board of Directors and the Board committees. b) The right to attend Shareholders’ Meetings is subject to the
following conditions:
8
8.2.7.2 Arrangements that could result in a  holders of registered shares must ensure that their shares
change in control of the Company are recorded in the share register held by the Company or
its authorized intermediary;
None.
 holders of bearer shares must ensure that their shares
are recorded in the bearer share account held by their
8.2.7.3 Shareholders’ Meeting and instructions authorized intermediary, as evidenced by a certificate
for participating provided by said intermediary (in physical or electronic
form);
The collective decisions of the Company’s shareholders are made
in General Shareholders’ Meetings (“Shareholders’ Meetings”),  these formalities must be completed within the timeframes
which are classified as ordinary or extraordinary according to specified in the applicable regulations.
the types of decisions they are called to make. c) Any shareholder who cannot attend a meeting in person
may choose one of the following three options:
Shareholders’ Meetings duly convened and constituted
represent all of the Company’s shareholders. Their decisions are  to be represented by another shareholder or his or her
binding on all shareholders, including those absent, dissenting spouse;
or disqualified.  to vote remotely using a form which may be obtained
by following the instructions provided in the notice of
Notice and conduct of meetings meeting; or
Shareholders’ Meetings are called by the Board of Directors or,  to send a proxy to the Company without indicating a
if necessary, by the Statutory Auditors or any person authorized representative. In this case, the Chairman of the meeting
by law. will vote in favor of resolutions presented or approved
by the Board of Directors and against all other proposed
The meetings take place at the Company’s registered office or
resolutions; in order to vote otherwise, the shareholder
any other location indicated in the notice of meeting.
must appoint a representative who agrees to vote as
They may be held by videoconference or any other means of instructed by the shareholder.
telecommunications technology – including the Internet – which
permits identification of the shareholders under the terms and
conditions prescribed by the applicable laws and regulations.

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Quorum and voting in Shareholders’ Meetings An Extraordinary General Meeting is not validly constituted
Subject to the double voting rights described in Chapter  8, unless the shareholders present, represented or casting postal
Section  8.1.7 of this Universal Registration Document, in votes hold at least one-quarter of the voting rights on first
Ordinary and Extraordinary General Meetings, each shareholder call and one-fifth on second call. If a quorum is not reached
has a number of votes equal to the number of shares owned or on second call, the second Extraordinary General Meeting
represented. may be postponed to a later date which must not be more
than two months after the initially scheduled date of the
The quorum is calculated based on the total number of shares Meeting. Extraordinary General Meetings adopt decisions by
making up the Company’s share capital, less any shares stripped a two-thirds majority of the votes cast by the shareholders
of voting rights pursuant to the applicable laws or the Company’s present, represented or casting votes remotely. In the event
bylaws. of a capital increase paid up by capitalizing reserves, profit or
An Ordinary General Meeting cannot validly deliberate on first additional paid-in capital, the quorum and majority voting rules
call unless the shareholders present, represented or casting for Ordinary General Meetings apply.
votes remotely hold at least one-fifth of the voting rights. No Shareholders who participate in a meeting by videoconference
quorum is required on second call. or other means of telecommunications technology that allows
Ordinary General Meetings adopt decisions by a majority of the them to be identified and complies with the terms and conditions
votes cast by shareholders present, represented or casting votes prescribed by the applicable regulations are deemed present for
remotely. the purpose of calculating the quorum and voting majority.

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9.1 PROPOSED RESOLUTIONS PRESENTED 9.2 BOARD OF DIRECTORS’ REPORT

AT THE ANNUAL GENERAL MEETING ON THE RESOLUTIONS SUBMITTED
TO BE HELD IN 2020 276 TO THE ANNUAL GENERAL MEETING
TO BE HELD IN 2020 287

IN LIGHT OF THE CURRENT SITUATION SURROUNDING THE COVID-19 PANDEMIC,

ILIAD’S BOARD OF DIRECTORS MET AND DECIDED, AT THE REQUEST OF THE
CHAIRMAN OF THE BOARD, TO POSTPONE THE GROUP’S ANNUAL GENERAL MEETING,
WHICH WAS INITIALLY SCHEDULED FOR MAY 20, 2020, TO ENABLE SHAREHOLDERS
TO ATTEND THE MEETING IF THE HEALTH SITUATION ALLOWS.
THE BOARD OF DIRECTORS WILL DECIDE HOW THE MEETING WILL BE HELD AT A
LATER DATE, AND RESERVES THE RIGHT TO CHANGE THE RESOLUTIONS FINALIZED
ON MARCH 16, 2020. SHAREHOLDERS WILL BE INFORMED OF THE ARRANGEMENTS
MADE FOR THE ANNUAL GENERAL MEETING VIA A PRESS RELEASE.

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9.1 PROPOSED RESOLUTIONS PRESENTED

AT THE ANNUAL GENERAL MEETING
TO BE HELD IN 2020

ORDINARY RESOLUTIONS 21 Approval of the compensation policy for the Senior Vice-
Presidents.
1 Approval of the parent company financial statements for the 22 Approval of the compensation policy for the directors.
year ended December 31, 2019.
23 Authorization for the Board of Directors to carry out a share
2 Approval of the consolidated financial statements for the buyback program.
year ended December 31, 2019.
3 Appropriation of profit for the year ended December 31, 2019
(as presented in the parent company financial statements)
and approval of a dividend payment. EXTRAORDINARY RESOLUTIONS
4 Approval of related-party agreements governed by
Articles  L.  225-38 et seq. of the French Commercial Code 24 Authorization for the Board of Directors to grant existing or
(excluding agreements with Holdco). new shares, free of consideration, to Group employees and/or
executive officers.
5 Approval of a related-party management agreement
governed by Articles  L.  225-38 et seq. of the French 25 Authorization for the Board of Directors to grant stock
Commercial Code. options to Group employees and/or executive officers.

6 Approval of a three-way related-party agreement governed 26 Authorization for the Board of Directors to issue shares of
by Articles L. 225-38 et seq. of the French Commercial Code. the Company to members of an employee stock ownership
plan, without pre-emptive subscription rights for existing
7 Re-election of Cyril Poidatz as a director. shareholders.
8 Re-election of Thomas Reynaud as a director. 27 Authorization for the Board of Directors to reduce the
9 Election of Jacques Veyrat as a director. Company’s capital by canceling treasury shares.

10 Election of Céline Lazorthes as a director. 28 Amendment to Article 13 of the Company’s bylaws – “Board
of Directors”.
11 Setting the annual amount of remuneration allocated to
members of the Board of Directors. 29 Amendment to Article  17 of the Company’s bylaws –
“Organization, meetings and decisions of the Board of
12 Approval of the information provided in accordance with Directors”.
Article L. 225-37-3 I of the French Commercial Code.
30 Amendment to Article  21 of the Company’s bylaws –
13 Approval of the components of compensation paid during, or “Agreements entered into between the Company and a
allocated for, the year ended December 31, 2019 to Maxime director, the Chief Executive Officer, a Senior Vice-President
Lombardini in his capacity as Chairman of the Board of or a shareholder”.
Directors.
31 Amendment to Article 26 of the Company’s bylaws –
14 Approval of the components of compensation paid during, or “Participation in and representation at Shareholders’
allocated for, the year ended December 31, 2019 to Thomas Meetings – Powers”.
Reynaud in his capacity as Chief Executive Officer.
32 Amendment to Article  27 of the Company’s bylaws –
15 Approval of the components of compensation paid during, “Attendance sheet – Meeting officers – Minutes”.
or allocated for, the year ended December 31, 2019 to Xavier
Niel in his capacity as Senior Vice-President. 33 Setting the par value of the Company’s shares in the bylaws
and authorizing the Board of Directors to carry out the
16 Approval of the components of compensation paid during, or ensuing increase in the Company’s capital through the
allocated for, the year ended December 31, 2019 to Rani Assaf capitalization of reserves, profit, additional paid-in capital or
in his capacity as Senior Vice-President. other eligible items.
17 Approval of the components of compensation paid during, or 34 Powers to carry out formalities.
allocated for, the year ended December 31, 2019 to Antoine
Levavasseur in his capacity as Senior Vice-President. For the purpose of this document, the term “corporate officers”
corresponds to the Company’s directors and officers.
18 Approval of the components of compensation paid during,
or allocated for, the year ended December  31, 2019 to
Alexis Bidinot in his capacity as Senior Vice-President until
December 9, 2019.
19 Approval of the compensation policy for the Chairman of the
Board of Directors.
20 Approval of the compensation policy for the Chief Executive
Officer.

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ORDINARY RESOLUTIONS Second resolution
In accordance with paragraph 3 of Article L. 225-98 of the French Approval of the consolidated financial statements for
Commercial Code, in order to be validly adopted, the following the year ended December 31, 2019
twenty-three ordinary resolutions must be approved by the
majority of votes cast by shareholders present or represented. Having considered:
 the Board of Directors’ management report for the year
ended December 31, 2019; and
First resolution
 the Statutory Auditors’ report on the consolidated financial
Approval of the parent company financial statements statements for the year ended December 31, 2019;
for the year ended December 31, 2019 the shareholders approve the consolidated financial statements
Having considered: for the year ended December  31, 2019, as presented, together
with the transactions reflected in those financial statements and
 the Board of Directors’ management report for the year summarized in those reports.
ended December 31, 2019; and
 the Statutory Auditors’ report on the parent company Third resolution
financial statements for the year ended December 31, 2019;
the shareholders approve the parent company financial Appropriation of profit for the year ended
statements for the year ended December 31, 2019, as presented, December 31, 2019 (as presented in the parent
together with the transactions reflected in those financial
company financial statements) and approval of a
statements and summarized in those reports.
dividend payment
In accordance with Article 223 quater of the French Tax Code, Having noted that the parent company financial statements for
the shareholders note that the Company did not recognize any the year ended December 31, 2019 show a profit of €1,433,550,071,
expenses in 2019 that fall within the scope of Article 39-4 of the the shareholders resolve to appropriate distributable profit for
French Tax Code. the year as follows:

In €

Profit for the year 1,433,550,071

Less prior-year losses
Plus retained earnings 2,958,973,109
0
9
Total distributable profit 4,392,523,180
Appropriation:
To the legal reserve 0
To a dividend payment representing a maximum of:
i.e., €2.60 per share 154,511,116

BALANCE 4,238,012,064
Appropriated to retained earnings

The shareholders note that a maximum of 59,440,194 shares are The above €2.60 per-share dividend does not include any
eligible for the 2019 dividend, corresponding to the aggregate deductions of taxes and/or social security contributions that may
of the 59,179,338  shares making up the Company’s capital at be withheld at source depending on each shareholder’s specific
January  31, 2020 and the 260,856  shares that are potentially situation. By default, the gross amount of the dividend paid to
issuable between February 1, 2020 and the ex-dividend date on individuals who are tax resident in France will be subject to the
the exercise of stock options granted by the Board of Directors. 12.8% flat-rate dividend tax (PFU) and will not be eligible for
the 40% tax relief provided for in Article 158-3-2° of the French
The shareholders approve the payment of a per-share dividend
Tax Code. However, individual shareholders who are tax resident
of €2.60. The ex-dividend date will be June  24, 2020 and the
in France may expressly and irrevocably opt for all of their
dividend will be paid as from June 26, 2020 on positions closed
investment income to be taxed using the standard progressive
as of the close of business on June 25, 2020.
income tax scale, in which case the above-mentioned 40% tax
The total amount of the dividends paid must take into account all relief would apply. In all circumstances, the dividend will be
shares outstanding at the ex-dividend date. If on that date (i) the subject to social security contributions at a rate of 17.2%.
Company holds any of its own shares, or (ii) all of the shares that
are potentially issuable on the exercise of stock options granted
by the Board of Directors have not actually been issued, then the
aggregate amount of the unpaid dividends related to the shares
referred to in (i) and (ii) will be credited to the “Other reserves”
account.

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In accordance with the disclosure requirements in Article 243 bis of the French Tax Code, dividends for the last three years were as
follows:

2016 2017 2018

Total number of shares making up the Company’s capital  (1)

58,885,825 58,759,097 59,102,802
Aggregate net dividends (2) (in €) 25,909,763 39,956,186 53,192,522
Net dividend per share  (2)
(in €) 0.44 0.68 0.90

(1) Number of shares outstanding at the ex-dividend date.

(2) Fully eligible for the 40% tax relief available for individual shareholders who are tax resident in France, as provided for in Article 158-3-2° of
the French Tax Code. No other forms of revenue distribution as referred to in Article 243 bis of the Tax Code were carried out in 2016, 2017
or 2018.

Fourth resolution Seventh resolution

Approval of related-party agreements governed by Re-election of Cyril Poidatz as a director

Articles L. 225-38 et seq. of the French Commercial Based on the recommendation of the Board of Directors, the
Code (excluding agreements with Holdco) shareholders re-elect Cyril Poidatz as a director, for a four-year
Having considered the Statutory Auditors’ special report on term expiring at the close of the Annual General Meeting to be
related-party agreements governed by Article L. 225-38 of the called to approve the financial statements for the year ending
French Commercial Code, the shareholders place on record the December 31, 2023.
findings of said report and approve the new agreements and
commitments described therein that were authorized by the
Eighth resolution
Board of Directors and entered into during 2019.
Re-election of Thomas Reynaud as a director
Fifth resolution Based on the recommendation of the Board of Directors, the
shareholders re-elect Thomas Reynaud as a director, for a four-
Approval of a related-party management agreement year term expiring at the close of the Annual General Meeting to
governed by Articles L. 225-38 et seq. of the French be called to approve the financial statements for the year ending
Commercial Code December 31, 2023.
Having considered the Board of Directors’ report and the
Statutory Auditors’ special report, the shareholders note the Ninth resolution
findings of said report and approve the management agreement
described therein entered into between the Company and Election of Jacques Veyrat as a director
Holdco, which was authorized by the Board of Directors after
the end of fiscal 2019. Based on the recommendation of the Board of Directors, the
shareholders elect Jacques Veyrat as a director, for a four-year
term expiring at the close of the Annual General Meeting to be
Sixth resolution called to approve the financial statements for the year ending
December 31, 2023.
Approval of a three-way related-party agreement
governed by Articles L. 225-38 et seq. of the French Tenth resolution
Commercial Code
Having considered the Board of Directors’ report and the Election of Céline Lazorthes as a director
Statutory Auditors’ special report, the shareholders note the
Based on the recommendation of the Board of Directors, the
findings of said report and approve the three-way agreement
shareholders elect Céline Lazorthes as a director, for a four-year
described therein entered into between the Company, Holdco
term expiring at the close of the Annual General Meeting to be
and Cyril Poidatz, which was authorized by the Board of
called to approve the financial statements for the year ending
Directors after the end of fiscal 2019.
December 31, 2023.

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Eleventh resolution Fifteenth resolution

Setting the annual amount of remuneration allocated Approval of the components of compensation
to members of the Board of Directors paid during, or allocated for, the year ended
Based on the recommendation of the Board of Directors, the December 31, 2019 to Xavier Niel in his capacity
shareholders resolve to set the aggregate annual amount of as Senior Vice-President
remuneration to be allocated among the Company’s independent Having considered the corporate governance report drawn up
directors at €240,000. in accordance with Article L. 225-37 of the French Commercial
Code, pursuant to Article  L.  225-100 III of said Code, the
shareholders approve the fixed, variable and exceptional
Twelfth resolution
components making up the total compensation and benefits
paid during, or allocated for, the year ended December 31, 2019
Approval of the information provided in accordance to Xavier Niel in his capacity as Senior Vice-President, as
with Article L. 225-37-3 I of the French Commercial presented in Chapter  3, Section  3.4.1.2 of the 2019 Universal
Code Registration Document.
Having considered the corporate governance report drawn up
in accordance with Article L. 225-37 of the French Commercial
Sixteenth resolution
Code, pursuant to Article  L.  225-100 II of said Code, the
shareholders approve the information provided in said report in
accordance with Article L. 225-37-3 I of said Code, as presented Approval of the components of compensation
in Chapter  3, Section  3.4.1.1 of the 2019 Universal Registration paid during, or allocated for, the year ended
Document. December 31, 2019 to Rani Assaf in his capacity
as Senior Vice-President
Thirteenth resolution Having considered the corporate governance report drawn up
in accordance with Article L. 225-37 of the French Commercial
Code, pursuant to Article  L.  225-100 III of said Code, the
Approval of the components of compensation
shareholders approve the fixed, variable and exceptional
paid during, or allocated for, the year ended components making up the total compensation and benefits
December 31, 2019 to Maxime Lombardini paid during, or allocated for, the year ended December 31, 2019
in his capacity as Chairman of the Board of Directors to Rani Assaf in his capacity as Senior Vice-President, as
Having considered the corporate governance report drawn up in presented in Chapter  3, Section  3.4.1.2 of the 2019 Universal
accordance with Article L. 225-37 of the French Commercial Code, Registration Document.
pursuant to Article L. 225-100 III of said Code, the shareholders
approve the fixed, variable and exceptional components making
Seventeenth resolution
9
up the total compensation and benefits paid during, or allocated
for, the year ended December 31, 2019 to Maxime Lombardini in
his capacity as Chairman of the Company’s Board of Directors, Approval of the components of compensation
as presented in Chapter 3, Section 3.4.1.2 of the 2019 Universal paid during, or allocated for, the year ended
Registration Document. December 31, 2019 to Antoine Levavasseur
in his capacity as Senior Vice-President
Fourteenth resolution Having considered the corporate governance report drawn up
in accordance with Article L. 225-37 of the French Commercial
Code, pursuant to Article  L.  225-100  III of said Code, the
Approval of the components of compensation
shareholders approve the fixed, variable and exceptional
paid during, or allocated for, the year ended components making up the total compensation and benefits
December 31, 2019 to Thomas Reynaud in his capacity paid during, or allocated for, the year ended December 31, 2019
as Chief Executive Officer to Antoine Levavasseur in his capacity as Senior Vice-President,
Having considered the corporate governance report drawn up as presented in Chapter 3, Section 3.4.1.2 of the 2019 Universal
in accordance with Article L. 225-37 of the French Commercial Registration Document.
Code, pursuant to Article  L.  225-100  III of said Code, the
shareholders approve the fixed, variable and exceptional
components making up the total compensation and benefits
paid during, or allocated for, the year ended December 31, 2019
to Thomas Reynaud in his capacity as Chief Executive Officer,
as presented in Chapter 3, Section 3.4.1.2 of the 2019 Universal
Registration Document.

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Eighteenth resolution Twenty-second resolution

Approval of the components of compensation Approval of the compensation policy for the directors
paid during, or allocated for, the year ended Having considered the corporate governance report drawn up
December 31, 2019 to Alexis Bidinot in his capacity in accordance with Article L. 225-37 of the French Commercial
as Senior Vice-President until December 9, 2019 Code, which describes the compensation policy for the
Having considered the corporate governance report drawn up Company’s corporate officers, pursuant to Article L. 225-37-2 II
in accordance with Article L. 225-37 of the French Commercial of said Code, the shareholders approve the compensation policy
Code, pursuant to Article  L.  225-100  III of said Code, the for the directors, as presented in Chapter 3, Section 3.4.2 of the
shareholders approve the fixed, variable and exceptional 2019 Universal Registration Document.
components making up the total compensation and benefits
paid during, or allocated for, the year ended December 31, 2019 Twenty-third resolution
to Alexis Bidinot in his capacity as Senior Vice-President until
December 9, 2020, as presented in Chapter 3, Section 3.4.1.2 of
Authorization for the Board of Directors to carry out a
the 2019 Universal Registration Document.
share buyback program
Having considered the Board of Directors’ report, the
Nineteenth resolution shareholders authorize the Board of Directors to carry out a
share buyback program in accordance with Articles L. 225-209
Approval of the compensation policy for the Chairman et seq. of the French Commercial Code, and Regulation (EU)
of the Board of Directors no.  596/2014 of the European Parliament and of the Council
Having considered the corporate governance report drawn up dated April  16, 2014. Under this authorization – which may be
in accordance with Article L. 225-37 of the French Commercial delegated as provided for by law – the Board of Directors may
Code, which describes the compensation policy for the purchase iliad S.A. shares on behalf of the Company, directly or
Company’s corporate officers, pursuant to Article L. 225-37-2 II indirectly, in one or several transactions at the Board’s discretion,
of said Code, the shareholders approve the compensation provided that the total number of shares purchased does not
policy for the Chairman of the Board of Directors, as presented represent more than 10% of the Company’s capital at the time
in Chapter  3, Section  3.4.2 of the 2019 Universal Registration of the buyback(s) (as adjusted for any corporate actions carried
Document. out subsequent to this Annual General Meeting). When shares
are bought back to maintain a liquid market in the Company’s
shares as set out below, the number of shares taken into account
Twentieth resolution for the calculation of this 10% ceiling will correspond to the
number of shares purchased, less the number of shares sold
Approval of the compensation policy for the Chief during the period covered by this authorization.
Executive Officer The shareholders resolve that this authorization may be used for
Having considered the corporate governance report drawn up the following purposes:
in accordance with Article L. 225-37 of the French Commercial 1. to maintain a liquid market in the Company’s shares through
Code, which describes the compensation policy for the market-making transactions carried out by an independent
Company’s corporate officers, pursuant to Article L. 225-37-2 II investment services provider acting in the name and on
of said Code, the shareholders approve the compensation behalf of the Company under a liquidity contract that
policy for the Chief Executive Officer, as presented in Chapter 3, complies with a Code of Conduct approved by the French
Section 3.4.2 of the 2019 Universal Registration Document. securities regulator (Autorité des Marchés Financiers – AMF),
as the use of liquidity contracts has been recognized by the
AMF as an accepted market practice;
Twenty-first resolution
2. to allocate shares to employees and executive officers of the
Approval of the compensation policy for the Senior Company and Group subsidiaries, in accordance with the
Vice-Presidents terms and conditions set down by law, including by carrying
out share grants as permitted under Articles L. 225-197-1 et
Having considered the corporate governance report drawn up seq. of the French Commercial Code, or by granting stock
in accordance with Article L. 225-37 of the French Commercial options as permitted under Articles  L.  225-177 et seq. of
Code, which describes the compensation policy for the said Code, or as part of a profit-sharing plan or an employee
Company’s corporate officers, pursuant to Article L. 225-37-2 II savings plan in accordance with the applicable laws, in
of said Code, the shareholders approve the compensation particular Article L. 3332-14 of the French Labor Code (Code
policy for the Senior Vice-Presidents, as presented in Chapter 3, du travail);
Section 3.4.2 of the 2019 Universal Registration Document.
3. to remit shares as payment for buying back Free Mobile
shares held by Free Mobile shareholders following a share
grant plan put in place within that company, on the date(s)
decided by the Board of Directors and subject to a ceiling
representing 1% of iliad S.A’s capital as at the date of the
buyback(s);

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4. to hold shares in treasury – subject to a ceiling of 5% of the The shareholders grant full powers to the Board of Directors –
Company’s capital as at the date of the buyback(s) – for which may be delegated as provided for by law – to use this
subsequent remittance in exchange or payment in connection authorization to carry out a share buyback program and, if
with external growth transactions; necessary, to set the terms and conditions thereof, as well as
to place any and all buy and sell orders, enter into any and all
5. to allocate shares on exercise of stock options granted to
agreements, carry out any and all formalities, disclosures and
employees and executive officers of the Company and Group
filings with the AMF and any other authority and generally take
subsidiaries, in accordance with the applicable laws, on the
all necessary measures.
dates decided by the Board of Directors or any representative
duly authorized by the Board; The Board of Directors will report to the Annual General Meeting
on all transactions carried out using this authorization.
6. to cancel all or some of the shares bought back, subject to the
adoption of the twenty-seventh resolution of this meeting or This authorization is granted for a period of eighteen months
any other extraordinary resolution with the same purpose; from the date of this meeting and supersedes the authorization
given for the same purpose in the eighteenth resolution of the
7. to allocate shares on exercise of rights attached to securities
May 21, 2019 Annual General Meeting.
redeemable, convertible, exchangeable or otherwise
exercisable for shares of the Company, in accordance with
the applicable regulations, and to carry out any hedging
transactions relating to such operations, on the date(s)
determined by the Board of Directors or any representative EXTRAORDINARY RESOLUTIONS
duly authorized by the Board.
In accordance with paragraph  3 of Article  L.  225-96 of the
This share buyback program may also be used for any other
French Commercial Code, in order to be validly adopted, the
purpose currently authorized or that may be authorized in the
following eleven extraordinary resolutions must be approved by
future under the applicable laws or regulations and for carrying
a two-thirds majority of the votes cast by shareholders present
out any market practices that may be authorized in the future by
or represented.
the AMF, provided that the Company notifies its shareholders of
any such use by means of a press release.
The shares may be purchased, sold, exchanged or transferred Twenty-fourth resolution
in one or several transactions, at any time – apart from when
a public tender offer for the Company’s shares is in progress Authorization for the Board of Directors to grant
and during the blackout periods provided for in the applicable existing or new shares free of consideration to Group
laws and regulations – via regulated markets, multilateral trading employees and/or executive officers
facilities, systematic internalizers or over-the-counter, by any
Having considered the Board of Directors’ report and the
method permitted under the applicable laws and regulations,
directly or by any third party in accordance with the conditions
set out in Article  L.  225-206 of the French Commercial Code,
Statutory Auditors’ special report, the shareholders:
1. authorize the Board of Directors, in compliance with
9
including through block trades and the use of derivatives, on the Articles L. 225-197-1 et seq. of the French Commercial Code,
dates decided by the Board of Directors or any representative to grant, free of consideration and on one or more occasions,
duly authorized by the Board. existing or new shares to (i) salaried employees of the
Company or certain categories of salaried employees and/
The maximum purchase price is set at €300 per share (excluding
or (ii) executive officers of the Company and/or entities or
transaction fees). However, the shareholders grant the Board of
groups of entities related to the Company within the meaning
Directors full powers – which may be delegated as provided for
of Article L. 225-197-2 of said Code and in accordance with
by law – to adjust this maximum price to take into account the
the terms and conditions set out below;
impact on the share price of any corporate actions, including
a change in the par value of the Company’s shares, a capital 2. resolve that the total number of new or existing shares granted
increase paid up by capitalizing reserves, retained earnings or by the Board of Directors pursuant to this authorization
additional paid-in capital, a bonus share issue, a stock split or a may not represent more than 2% of the Company’s capital
reverse stock split, a distribution of reserves or any other assets, at the grant date, excluding the impact of any subsequent
or a capital redemption. adjustments made due to any corporate actions carried out
by the Company;
For information purposes, based on the Company’s capital at
January 31, 2020, the total amount invested in the share buyback 3. resolve that the total number of shares granted free of
program would not exceed €1,775  million, corresponding to a consideration to the Company’s executive officers may not
maximum of 5,917,733 shares purchased at the above-mentioned represent over 40% of the aggregate number of shares
maximum price of €300 per share. granted free of consideration pursuant to this resolution and
that this sub-ceiling will be included in the above-mentioned
The use of this authorization may not in any circumstances
ceiling of 2% of the Company’s capital;
result in the Company directly or indirectly holding more than
10% of its capital as at the time of the buyback(s).

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4. resolve that (i) the shares will only vest at the end of a vesting 8. note that, if the Board of Directors uses this authorization, it
period, the duration of which will be set by the Board of will inform the shareholders at the Annual General Meeting of
Directors but may not be less than two years, and (ii) the the transactions carried out pursuant to Articles L. 225-197-1
duration of any applicable lock-up period following the to L.  225-197-3 of the French Commercial Code, under the
vesting period will be set by the Board of Directors; terms and conditions provided for in Article L. 225-197-4 of
said Code;
5. resolve that, if a beneficiary suffers a disability as classified
in the second or third category under Article L. 341-4 of the 9. resolve that this authorization is granted for a period of
French Social Security Code, then that beneficiary’s shares thirty-eight months from the date of this meeting and
will automatically and immediately vest, i.e., before the end supersedes the authorization given for the same purpose
of the vesting period, and the shares will be immediately in the twenty-second resolution of the May 16, 2018 Annual
transferable as from their delivery; General Meeting.
6. note that if the free shares granted correspond to new shares,
this authorization will result in a capital increase at the end of Twenty-fifth resolution
vesting period, to be paid up by capitalizing reserves, profit
or additional paid-in capital, and that existing shareholders
Authorization for the Board of Directors to grant stock
will waive their pre-emptive rights to subscribe for the issues
to be carried out on the vesting of the free shares concerned;
options to Group employees and/or executive officers
Having considered the Board of Directors’ report and the
7. grant the Board of Directors full powers – which may be
Statutory Auditors’ special report, the shareholders:
delegated as provided for by law – to use this authorization,
and notably to: 1. authorize the Board of Directors, in accordance with
Articles  L.  225-177 et seq. of the French Commercial Code,
 determine whether the shares granted will be new or
to grant to all or some employees and/or executive officers
existing shares,
of the Company or of entities related to the Company within
 draw up the list of the beneficiaries or determine the the meaning of Article L. 225-180 of the French Commercial
category(ies) of beneficiaries, selected from among the Code, options to purchase new or existing shares of the
employees and executive officers of the Company or the Company in accordance with the terms and conditions set
above-mentioned entities or groups of entities, and decide out below;
the number of shares to be granted to each of them,
2. resolve that the total number of stock options granted
 set the vesting terms and conditions for each grant, and pursuant to this authorization may not be exercisable for
in particular the vesting and lock-up periods applicable a number of shares representing over 1% of the Company’s
to each beneficiary, in accordance with the conditions capital at the grant date, taking into account the number
set out above, it being specified that for shares granted of options already granted pursuant to this authorization,
free of consideration to executive officers, the Board of but not including the impact of any adjustments made in
Directors must, either (a) decide that the shares granted accordance with the applicable regulations;
may not be sold by their beneficiaries while they hold
an executive officer’s position, or (b)  set the number of 3. resolve that existing shares acquired on the exercise of
shares they must hold in registered form until the end of stock options granted in accordance with this resolution will
their terms of office, be purchased in advance by the Company under the share
buyback program authorized in the twenty-third resolution
 where applicable, make the vesting of all or some of the
of this meeting in application of Article  L.  225-209 of the
shares contingent on the achievement of one or more
French Commercial Code, or any subsequently approved
performance conditions set by the Board of Directors, it
share buyback program;
being specified that all of the shares granted to executive
officers of the Company must be subject to performance 4. resolve that the stock options authorized under this
conditions, resolution may, subject to compliance with the applicable
laws, be granted to the Company’s executive officers,
 provide for the possibility of provisionally suspending any
provided that (i) the exercise of the options is contingent on
share grant rights,
the achievement of performance conditions set at the grant
 place on record the vesting dates of the shares and the date by the Board of Directors, and (ii) the shares allocated
dates from which the shares will be freely transferable, on exercise of the options do not represent more than 0.5%
taking into account any legal restrictions, of the Company’s capital at the grant date, it being specified
 in the case of an issue of new shares, (i) set the terms that this sub-ceiling will be included in the above-mentioned
and conditions of the issues carried out pursuant to ceiling of 1% of the Company’s capital;
this authorization and the cum-rights dates of the new
shares, (ii) transfer an amount equal to the aggregate
par value of the shares from retained earnings, profit or
additional paid-in capital to the capital account, (iii) place
on record the capital increase(s) carried out pursuant to
this authorization, (iv) amend the bylaws to reflect the
new capital, and (v) generally carry out all necessary
procedures and formalities;

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5. resolve that the exercise price of the options granted in  where appropriate, limit, suspend, restrict or prohibit
accordance with this resolution will be set by the Board of the exercise of the options or the sale or conversion
Directors subject to the following conditions and without any into bearer shares of the shares obtained on exercise of
possibility of applying a discount: the options, in accordance with the applicable laws and
regulations,
 the exercise price for options to purchase new or existing
shares may not be lower than the average of the prices  charge, if it deems appropriate, the share issuance
quoted for the Company’s shares on Euronext Paris during costs against the related premiums, and deduct from
the twenty trading days preceding the grant date of the the premiums the amount required to increase the legal
options concerned. No options may be granted less than reserve to 10% of the Company’s new capital after each
twenty trading days after the ex-dividend date or the issue,
issue of a preferential right to purchase new shares issued  place on record any capital increase(s) resulting from
by the Company, this authorization based on the number of shares issued
 the exercise price for options to purchase existing shares on exercise of the stock options; amend the Company’s
may not be lower than either (i) the price specified in the bylaws to reflect the new capital; carry out any and all
above paragraph, or (ii) the average purchase price of the formalities required for the listing of any new shares
shares acquired by the Company under the share buyback issued, as well as any filing and other formalities with any
program authorized in the twenty-third resolution of this organizations; and generally take all necessary measures;
meeting in application of Article L. 225-209 of the French 10. note that if the Board of Directors uses this authorization, it
Commercial Code, or any subsequently approved share will inform the shareholders at the Annual General Meeting of
buyback program; the transactions carried out pursuant to Articles L. 225-177
6. resolve that if the Company carries out any of the to L.  225-186-1 of the French Commercial Code, under the
transactions referred to in Article  L.  225-181 of the French terms and conditions provided for in Article L.  225-184 of
Commercial Code, it will take all necessary measures, as said Code;
provided for in the regulations then in force, to protect the 11. resolve that this authorization is granted for a period of
option holders’ interests. If appropriate, such measures may thirty-eight months from the date of this meeting and
consist of adjusting the number of shares to be obtained supersedes the unused portion of the authorization given
upon exercise of the options to take into account the impact for the same purpose in the twenty-fifth resolution of the
of the transaction; May 17, 2017 Annual General Meeting.
7. note and resolve that this authorization automatically entails
the waiver by existing shareholders of their pre-emptive
rights to subscribe for the shares to be issued on exercise
Twenty-sixth resolution
of the options, and that any capital increase(s) carried out
Authorization for the Board of Directors to issue
as a result of the exercise of options granted under this
authorization will be completed on receipt of (i) the related
option exercise notice(s), (ii) the appropriate share purchase
shares of the Company to members of an employee
stock ownership plan, without pre-emptive
9
forms, and (iii)  the corresponding payment. The exercise subscription rights for existing shareholders
price of the stock options may be paid either in cash or by
Having considered the Board of Directors’ report and the
offsetting receivables payable by the Company;
Statutory Auditors’ special report, in accordance with
8. resolve that the exercise period of the options may not Articles L. 225-129, L. 225-129-2 to L. 225-129-6 and L. 225-138-1
exceed twelve years from the grant date; of the French Commercial Code and Articles L. 3332-1 et seq. of
the French Labor Code, the shareholders:
9. give full powers to the Board of Directors to use this
authorization in accordance with the conditions set out 1. grant the Board of Directors full powers – which may be
above, and notably to: delegated as provided for by law and the Company’s bylaws
– to increase the Company’s capital by issuing, on one or
 draw up the list of beneficiaries and determine the number
more occasions, in amounts and on dates decided by the
of options to be granted to each beneficiary,
Board, new shares of the Company to employees under one
 determine the terms and conditions of each grant, and or more employee stock ownership plans (or any similar plan
notably: for whose members employee share issues are authorized
— (i) the option exercise period(s), subject to the under Articles. L.  3332-1 et seq. of the French Labor Code
timeframe specified in paragraph 8 above, or any equivalent law or regulation). The plans covered by
— (ii) any provisions prohibiting the immediate resale this resolution may be set up within the Company and/or
of all or some of the shares (in the case of options any French or non-French entity that is (i) related to the
granted to executive officers, the Board of Directors Company within the meaning of Article  L.  225-180 of the
must, either (a)  decide that the options may not be French Commercial Code and (ii) included in the scope of the
exercised by their beneficiaries while they hold an Company’s consolidated or combined financial statements in
executive officer’s position, or (b)  set the number of accordance with Article L. 3344-1 of the French Labor Code,
shares they must hold in registered form until the end and may correspond to leveraged plans;
of their terms of office,
— (iii) where applicable, make the vesting of some or all of
the options subject to the achievement of one or more
performance conditions set by the Board of Directors,
it being specified that all of the options granted to
executive officers must be subject to performance
conditions;

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2. resolve that the aggregate nominal amount of any capital 7. give full powers to the Board of Directors – which may
increases carried out pursuant to this authorization may not be delegated as provided for by the applicable laws and
represent more than 1% of the Company’s share capital at the regulations – to use this authorization, subject to the
date of this meeting. This ceiling (i) does not include the par conditions set out above, and notably to:
value of any additional shares that may be issued pursuant
(a) draw up, in accordance with the conditions set down
to the applicable laws and regulations and any contractual
by law, the list of companies whose employees referred
provisions to protect the rights of existing holders of securities
to above may subscribe for the issued shares and be
carrying rights to the Company’s shares, and (ii) is included in
granted, where applicable, shares free of consideration,
the blanket ceiling for capital increases set in the nineteenth
resolution of the May  21, 2019 Annual General Meeting or, (b) decide that the shares to be issued in accordance with
where applicable, any similar blanket ceiling provided for in this authorization may be acquired by plan members
a subsequent resolution adopted for the same purpose that either directly or through a corporate mutual fund
may supersede said resolution during the period of validity of or another structure or entity permitted under the
this authorization; applicable laws and regulations,
3. resolve that the per-share issue price of the shares issued (c) set the opening and closing dates of the subscription
pursuant to this resolution will be set in accordance with period(s),
Article L. 3332-18 et seq. of the French Labor Code and may
(d) set, in accordance with the applicable laws and
include a discount not exceeding the maximum discount
regulations, (i)  the par value of any existing shares
against the Reference Price provided for in the regulations
granted pursuant to this resolution, (ii)  the amount of
in force when the authorization is used. However, the
the issue(s) to be carried out pursuant to this resolution,
shareholders expressly authorize the Board of Directors to
(iii)  the subscription price of the new shares issued,
reduce, or not to apply, the maximum discount provided
(iv)  the dates and timing of each issue, (v)  the terms
for in the applicable regulations, if it thinks fit, notably in
and conditions under which the shares issued pursuant
order to take into account any international accounting
to this authorization will be subscribed, paid up and
requirements or, inter alia, any legal, accounting, tax and/
delivered, (vi) the cum-rights date of the shares (which
or labor provisions applicable in the countries of residence
may be retroactive), (vii)  the rules applicable in the
of certain beneficiaries. For the purpose of this paragraph,
event of over-subscription, and (viii)  any other terms
the Reference Price means the average of the prices quoted
and conditions of the issue(s),
for the Company’s shares on Euronext Paris over the twenty
trading days preceding the date on which the Board of (e) collect and record the subscriptions for the new shares
Directors sets the start date for the subscription period and the related payments,
of an issue carried out for members of an employee stock (f) in the event that shares are granted free of consideration
ownership plan; pursuant to this resolution, (i)  determine the type,
4. resolve that, in addition to the shares subscribed by characteristics and number of shares to be issued, as
members of the above-mentioned plan(s), the Board of well as the number of shares to be granted to each
Directors may grant such members new or existing shares, beneficiary, (ii)  set the dates, timing, and terms and
free of consideration, in replacement of all or part of the conditions of the share grants, within the limits provided
discount against the Reference Price and/or as an employer for in the applicable laws and regulations, and (iii) decide
top-up payment, provided that the monetary value of said whether to (a)  use these free shares in full or in part,
free shares does not exceed the ceilings set in the applicable as a replacement of the discount against the Reference
laws and regulations, as referred to in Article L. 3332-21 of the Price as provided for above or (b) deduct the monetary
French Labor Code; value of any free shares granted from the amount of any
employer top-up payment, or (c)  combine both of the
5. resolve to waive (i)  the pre-emptive rights of existing
possibilities provided for in (a) and (b),
shareholders to subscribe for any shares issued pursuant to
this authorization, and (ii) any rights of existing shareholders (g) in the event that new shares are issued for the purpose
to any shares granted to employees free of consideration of granting free shares as provided for above, charge
as described above, including their rights to the portion of against reserves, profit or additional paid-in capital, the
reserves, profit or additional paid-in capital capitalized for amounts required to pay up said shares,
the purpose of granting such free shares; (h) provide for the possibility of suspending the exercise
6. authorize the Board of Directors, in accordance with the of rights attached to securities carrying rights to new
terms and conditions of this resolution, to transfer shares or existing shares, for a time period set in accordance
to the members of an employee stock ownership plan as with the applicable laws, regulations and any contractual
provided for in Article L. 3332-24 of the French Labor Code, provisions,
it being specified that the par value of any shares transferred (i) make any and all adjustments to take into account the
with a discount to members of an employee stock ownership impact of any corporate actions and determine the
plan as referred to in this resolution will be included in the method to be used to ensure that the rights of existing
ceilings set out in paragraph 1 above; holders of securities carrying rights to shares are
protected,
(j) place on record the capital increase(s), carry out – either
directly or indirectly through an agent – any measures
and formalities required for the capital increase(s)
resulting from the issue(s) of new shares, and amend the
Company’s bylaws accordingly,

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(k) at its sole discretion, charge any share issuance costs Twenty-eighth resolution
against the related premium, and deduct from the
premium the amount required to raise the legal reserve Amendment to Article 13 of the Company’s bylaws –
to 10% of the new share capital after each issue,
“Board of Directors”
(l) enter into any agreements, and carry out – either Having considered the Board of Directors’ report, the
directly or indirectly through an agent – any necessary shareholders resolve to amend Article  13.2 of the Company’s
transactions and formalities, including the formalities bylaws to read as follows:
required for capital increases and amending the
Company’s bylaws accordingly, “In accordance with Article L. 225-27-1 of the French Commercial
Code, the Board of Directors shall also include one or two
(m) generally, take any and all necessary measures and directors representing employees, appointed by the Social and
decisions and carry out any and all formalities required Economic Committee of the iliad UES. When two employee
(i) for the issue, listing and service of the shares issued representative directors are appointed, one shall be a man and
using this authorization and (ii)  for the exercise of any the other a woman.
rights attached to such shares;
If the number of directors elected by shareholders exceeds eight,
8. note that this authorization supersedes the authorization a second employee representative director shall be appointed as
granted to the Board of Directors in the third resolution of the described above, within six months of the appointment by the
Extraordinary General Meeting held on December  20, 2019 Board or the election by shareholders of the new director which
(“Authorization for the Board of Directors to issue shares of resulted in the eight-member threshold being exceeded.
the Company to members of an employee stock ownership
plan, without pre-emptive subscription rights”); The number of Board members taken into account for the
purpose of determining the number of employee representative
9. resolve that this authorization is given for a period of twenty- directors shall be the number at the date on which the employee
six months from the date of this meeting. representative directors are appointed.
If the seat of an employee representative director falls vacant for
Twenty-seventh resolution any reason, said seat shall be filled by the appointment of a new
employee representative director at the first ordinary Social and
Authorization for the Board of Directors to reduce the Economic Committee meeting following the date on which the
Company’s capital by canceling treasury shares Board places on record that the seat is vacant.
Having considered the Board of Directors’ report and the Employee representative directors shall be appointed for a four-
Statutory Auditors’ special report and having noted the year term.
adoption of the twenty-third resolution, in accordance with the
If the total number of Board members elected by shareholders
applicable laws and regulations, and notably Article L. 225-209
of the French Commercial Code, the shareholders:
falls to eight or below, the employee representative director(s)
in office shall remain on the Board for the duration of their 9
1. grant the Board of Directors full discretionary powers to scheduled term.
reduce the Company’s capital, on one or more occasions,
If the Company no longer meets the legal criteria that trigger
in the amounts and on the dates it deems appropriate,
the requirement to have employee representative directors then
by canceling all or some of the shares bought back by
the term(s) of the employee representative director(s) in office
the Company under the buyback program authorized in
at that time shall expire at the close of the meeting at which
the twenty-third resolution of this meeting or a previous
the Board of Directors places on record that such criteria are no
resolution approved for the same purpose, and to charge
longer met.
the difference between the purchase price of the canceled
shares and their par value against additional paid-in capital The provisions of the first paragraph of Article 14 of these bylaws,
or available reserves; stating that directors are required hold a certain number of the
Company’s shares, shall not apply to employee representative
2. resolve that the number of shares canceled in accordance
directors.”
with this resolution during any twenty-four month period
may not exceed 10% of the Company’s issued capital, as The rest of Article 13 remains unchanged.
adjusted to take into account any corporate actions carried
out subsequent to this meeting;
3. note that this authorization supersedes the unused portion of
the authorization given for the same purpose in the twenty-
ninth resolution of the May 21, 2019 Annual General Meeting;
4. resolve that this authorization is given for a period of eighteen
months from the date of this meeting;
5. grant full powers to the Board of Directors – which may be
delegated as provided for by law – to determine the final
amounts and terms of any capital reductions carried out
pursuant to this authorization and place on record their
completion, amend the Company’s bylaws to reflect the new
capital, and carry out all necessary formalities.

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Twenty-ninth resolution Thirty-first resolution

Amendment to Article 17 of the Company’s bylaws – Amendment to Article 26 of the company’s bylaws,
“Organization, meetings and decisions of the Board of “Participation in and representation at Shareholders’
Directors” Meetings – Powers”
Having considered the report of the Board of Directors, the Having considered the report of the Board of Directors, the
shareholders resolve: shareholders resolve:
 to add the following paragraph after the second paragraph of  To amend section 3 of Article 26 of the Company’s bylaws to
Section 1 (“Chairman”) of Article 17 of the Company’s bylaws: read as follows:
“If it deems fit, the Board of Directors may also appoint “Any shareholder who cannot attend a meeting in person may
from among its members a Vice-Chairman, who must be an choose one of the following three options:
individual and not a corporate director, and whose term of
 To be represented by another shareholder or by their
office shall be set by the Board but may not exceed his or her
spouse or civil partner or by any other person or entity
term of office as a director. The only specific responsibility of
of their choice.
the Vice-Chairman shall be to Chair meetings of the Board of
Directors and of shareholders in the absence of the Chairman  To vote remotely using a form which may be obtained
of the Board of Directors.” by following the instructions provided in the notice of
meeting.
 to amend the penultimate paragraph of Section 1 (“Chairman”)
of Article 17 of the Company’s bylaws to read as follows:  To send a proxy to the Company without indicating a
representative (in this case, the Chairman of the meeting
“In the event of the Chairman’s death or temporary will vote in favor of resolutions presented or approved
unavailability and if the Vice-Chairman is absent, the Board of by the Board of Directors and against all other proposed
Directors may appoint one of its members to act as Chairman. resolutions). In order to vote otherwise, the shareholder
If the Chairman is temporarily unavailable, such appointment must appoint a representative who agrees to vote as
shall be for a limited period, which shall be renewable. In the instructed by the shareholder.”
event of the Chairman’s death, the acting Chairman shall
 To add a new section (section 4) to Article 26 of the
remain in office until a new Chairman is appointed.”
Company’s bylaws, as follows:
 to add the following paragraph before the final paragraph of
“The Board of Directors may authorize proxy and postal
Section 2 (“Board meetings”) of Article 17 of the Company’s
voting forms to be sent remotely (including electronically) to
bylaws:
the Company, in accordance with the terms and conditions
“The Board of Directors may also take decisions by way of set down by the applicable laws and regulations.”
written consultation of its members, in the circumstances
 To add a new section (section 5) to Article 26 of the
provided for in the applicable regulations.”
Company’s bylaws, as follows:
 to add the following sentence at the end of the last
“Shareholders must send their proxy or postal voting form
paragraph of Section  2 (“Board meetings”) of Article  17 of
to the Company at least three days before the Shareholders’
the Company’s bylaws:
Meeting concerned. The Board of Directors may, however,
“The attendance register may be kept in electronic form decide to shorten this time period.”
subject to the conditions provided for by law.”
The rest of Article 26 remains unchanged.
The rest of Article 17 remains unchanged.

Thirty-second resolution
Thirtieth resolution
Amendment to Article 27 of the Company’s bylaws –
Amendment to Article 21 of the Company’s bylaws “Attendance sheet – Meeting officers – Minutes”.
– “Agreements entered into between the Company Having considered the Board of Directors’ report, the
and a director, the Chief Executive Officer, shareholders resolve to amend the first paragraph of Article 27.2
a Senior Vice-President or a shareholder” of the Company’s bylaws to read as follows:
Having considered the Board of Directors’ report, the “Shareholders’ Meetings shall be chaired by the Chairman or
shareholders resolve to amend Article  21 of the Company’s Vice-Chairman of the Board of Directors, or, if they are absent,
bylaws to read as follows: by a director appointed to such role by the Board of Directors.
“The provisions of Articles  L.  225-38 et seq. of the French Where a meeting is called by the Statutory Auditors or a court-
Commercial Code apply to the agreements entered into by the appointed representative, it shall be chaired by the party that
Company.” called the meeting. Where no other Chair is available, the Chair
of a Shareholders’ Meeting shall be elected by the shareholders
at the meeting itself.”
The rest of Article 27 remains unchanged.

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Thirty-third resolution this authorization to increase the Company’s capital within
12 months of the date of this Annual General Meeting, and in
Setting the par value of the Company’s shares in particular to:
the bylaws and authorizing the Board of Directors  set the par value of the existing shares making up the
to carry out the ensuing increase in the Company’s Company’s capital,
capital through the capitalization of reserves, profit,  decide on the date for carrying out the capital increase,
additional paid-in capital or other eligible items and set, in accordance with the above, the amount and
nature of the sums to be capitalized as well as the amount
Having considered the Board of Directors’ report, in
by which the par value of the existing shares will be
accordance with the applicable laws and regulations, notably
increased,
Articles L. 228-8, L. 225-129, L. 225-129-1 and L. 225-129-4 of the
French Commercial Code, the shareholders:  place on record the capital increase and carry out,
directly or through an agent, any requisite measures and
1. decide on the principle of setting, in the Company’s bylaws, formalities,
the par value of each of the shares making up the Company’s
capital at twenty-five euro cents (€0.25);  amend Article 6 (“Share capital”) of the bylaws by updating
the amount of the Company’s capital and setting the par
2. resolve, as a result of the above, to increase the par value of value of the shares at twenty-five euro cents (€0.25).
the Company’s shares to twenty-five euro cents (€0.25) per
share, by way of a capital increase carried out by capitalizing
reserves, profit, additional paid-in capital or other items Thirty-fourth resolution
whose capitalization is authorized by law and the Company’s
bylaws; Powers to carry out formalities
3. further resolve, as a result of the above, to give full powers The shareholders give full powers to the bearer of an original,
to the Board of Directors – which may be delegated as copy or extract of the minutes of this meeting to carry out all
provided for by the applicable laws and regulations – to use necessary publication, filing and other formalities.

9.2 BOARD OF DIRECTORS’ REPORT ON THE 9

RESOLUTIONS SUBMITTED TO THE ANNUAL
GENERAL MEETING TO BE HELD IN 2020

To the Shareholders,
We have invited you to this Annual General Meeting, in accordance with French law and the Company’s bylaws, in order to submit for
your approval the resolutions described below.

ORDINARY RESOLUTIONS

Approval of the financial statements for the year ended December 31, 2019, appropriation of profit
and approval of a dividend payment

(First to third resolutions)

Based on the reports of the Board of Directors and the Statutory Auditors, in the first and second resolutions, the shareholders are
invited to approve:
 the parent company financial statements for 2019, which show profit for the year of €1,434 million (first resolution);
 the consolidated financial statements for 2019, which show profit for the year of €1,726 million (second resolution).

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In the third resolution, the shareholders are asked to appropriate the Company’s distributable profit as follows:

In €

Profit for the year 1,433,550,071

Less prior-year losses 0
Plus retained earnings 2,958,973,109
Total distributable profit 4,392,523,180
Appropriation:
To the legal reserve 0
To a dividend payment representing a maximum of:
i.e., €2.60 per share 154,511,116

BALANCE 4,238,012,064
Appropriated to retained earnings

The maximum number of shares eligible for the 2019 depending on each shareholder’s specific situation. By default,
dividend is 59,440,194, corresponding to the aggregate of the gross amount of the dividend paid to individuals who are
(i)  the 59,179,338  shares making up the Company’s capital at tax resident in France will be subject to the 12.8% flat-rate
January 31, 2020 and (ii) the 260,856 shares that are potentially dividend tax (PFU) and will not be eligible for the 40% tax relief
issuable between February 1, 2020 and the ex-dividend date on provided for in Article 158-3-2° of the French Tax Code. However,
the exercise of stock options granted by the Board of Directors. individual shareholders who are tax resident in France may
The ex-dividend date will be June  24, 2020 and the dividend expressly and irrevocably opt for all of their investment income
will be paid as from June 26, 2020 on positions closed as of the to be taxed using the standard progressive income tax scale, in
close of business on June 25, 2020. which case the above-mentioned 40% tax relief would apply. In
all circumstances, the dividend will be subject to social security
The dividend does not include any deductions of taxes and/
contributions at a rate of 17.2%.
or social security contributions that may be withheld at source

Dividends paid for the last three years were as follows:

2016 2017 2018

Total number of shares making up the Company’s capital  (1)

58,885,825 58,759,097 59,102,802
Aggregate net dividends (2) (in €) 25,909,763 39,956,186 53,192,522
Net dividend per share  (2)
(in €) 0.44 0.68 0.90

(1) Number of shares outstanding at the ex-dividend date.

(2) Fully eligible for the 40% tax relief available for individual shareholders who are tax resident in France, as provided for in Article 158-3-2° of
the French Tax Code. No other forms of revenue distribution as referred to in Article 243 bis of the French Tax Code were carried out in 2016,
2017 or 2018.

Approval of related-party agreements governed  a three-way agreement entered into between the
Company, Holdco and Cyril Poidatz (sixth resolution).
by Articles L. 225-38 et seq. of the French
The purpose of the agreement is to transfer Cyril Poidatz’s
Commercial Code employment contract to HoldCo, thereby helping to
ensure that HoldCo can effectively manage the Group.
(Fourth to sixth resolutions)
In the fourth to sixth resolutions, the Board is seeking Membership of the Board of Directors:
shareholder approval of the following related-party agreements,
as presented in the Statutory Auditors’ special report:
re-election and election of directors
 the related-party agreements authorized and entered into (Seventh to tenth resolutions)
during 2019, excluding agreements with Holdco (fourth
resolution); The members of the Board of Directors have a range of diverse
and complementary skills and qualifications. They all have a
 the following related-party agreements that have been highly-developed sense of ethics, commitment, innovation and
authorized since December 31, 2019: strategy and have built up in-depth expertise in their business
 a management agreement entered into by the Company areas. In addition, they have specific skills related to operations
with Holdco (fifth resolution). The agreement sets out and sectors that are key to the Group’s business and strategy.
the relationship between iliad and HoldCo – a company These diverse and complementary profiles are a strong asset
controlled by Xavier Niel – as part of HoldCo’s management for the quality of the Board’s discussions and decision-making
of the Group. It describes the management services rendered process.
by HoldCo, particularly those related to developing iliad’s
strategy and monitoring its implementation;

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Board of Directors’ report on the resolutions submitted to the Annual General Meeting to be held in 2020 9
The purpose of the seventh to tenth resolutions is for the If the above resolutions are approved, at the close of the
shareholders to re-elect the directors whose terms of office are 2020 Annual General Meeting, the Board of Directors would
due to expire and to elect two new directors. The profiles of have 10  members, including five independent directors. It
the persons being put forward for re-election and election as would have four women members, which complies with the
directors can be found in Chapter 3, Section 3.1 of this Universal recommendations of the AFEP-MEDEF Code and the French
Registration Document. law concerning gender balance on corporate boards.
 Re-election of Cyril Poidatz as a director
(Seventh resolution) Setting the annual amount of remuneration
In the seventh resolution, the shareholders are invited
allocated to members of the Board of Directors
to re-elect Cyril Poidatz as a director, for a four-year term
expiring at the close of the Annual General Meeting to be (Eleventh resolution)
called to approve the financial statements for the year ending The purpose of the eleventh resolution is for the shareholders
December 31, 2023. to set the aggregate annual amount of remuneration to be
 Re-election of Thomas Reynaud as a director allocated to the Board of Directors at €240,000. As provided
for by law, the Board of Directors will decide on how this
(Eighth resolution) remuneration will be allocated among its members, based on
In the eighth resolution, the shareholders are invited to the recommendation of the Compensation Committee. Pursuant
re-elect Thomas Renaud as a director, for a four-year term to the compensation policy concerning the remuneration of
expiring at the close of the Annual General Meeting to be directors, the amounts allocated will be partly based on each
called to approve the financial statements for the year ending director’s actual attendance at the Board meetings, and on
December 31, 2023. whether or not they are a member of a Board committee.

 Election of Jacques Veyrat as a director

Approval of the information provided in
(Ninth resolution)
accordance with Article L. 225-37-3 I of the
In the ninth resolution, the shareholders are invited to elect
French Commercial Code, and the components
Jacques Veyrat as a director, for a four-year term expiring
at the close of the Annual General Meeting to be called of the compensation paid during, or allocated
to approve the financial statements for the year ending for, 2019 to the Company’s executive officers
December 31, 2023.
Jacques Veyrat is the former Chairman & CEO of Neuf (Twelfth to eighteenth resolutions)
Cegetel and the Louis Dreyfus group, and currently Chairman Pursuant to Article L. 225-100 II and III of the French Commercial
of Impala  S.A.S. – a holding company which controls some
fifteen companies operating notably in the energy and
Code, as amended by the French government order dated
November  27, 2019, the shareholders at the Annual General 9
manufacturing sectors. Meeting are required to vote on (i) one overall resolution
Having carefully reviewed Mr. Veyrat’s profile and background, concerning the information provided in accordance with
the Nominations Committee and the Board of Directors are Article L. 225-37-3 I of said Code, and (ii) separate resolutions
of the firm opinion that iliad would benefit from his in-depth concerning the individual compensation of each of the
knowledge of the telecoms sector and his experience in best Company’s executive officers and the Chairman (ex-post say-
governance practices. on-pay vote).

Both the Nominations Committee and the Board of Directors Consequently, in the twelfth resolution, the shareholders are
consider that Mr. Veyrat fully meets the independence criteria asked to approve the information provided in accordance
set out in the AFEP-MEDEF Code, which the Company uses with Article  L.  225-37-3 I of the French Commercial Code, as
as its corporate governance reference framework. presented in Chapter  3, Section  3.4.1.1 of the 2019 Universal
Registration Document.
 Election of Céline Lazorthes as a director
In addition, in the thirteenth to eighteenth resolutions, the
(Tenth resolution) shareholders are invited to approve the fixed, variable and
In the tenth resolution, the shareholders are invited to elect exceptional components making up the total compensation
Céline Lazorthes as a director, for a four-year term expiring and benefits paid during, or allocated for, the year ended
at the close of the Annual General Meeting to be called December 31, 2019 to the following corporate officers, as set out
to approve the financial statements for the year ending in Chapter  3, Section  3.4.1.2 of the 2019 Universal Registration
December 31, 2023. Document:

Céline Lazorthes is the founder and Chair of the Supervisory  Maxime Lombardini, in his capacity as Chairman of the Board
Board of the Leetchi group. of Directors (thirteenth resolution);

Having carefully reviewed Ms.  Lazorthes’ profile and  Thomas Reynaud, in his capacity as Chief Executive Officer
background, the Nominations Committee and the Board of (fourteenth resolution);
Directors are of the firm opinion that her experience in digital  Xavier, Niel in his capacity as Senior Vice-President (fifteenth
marketing will be a strong asset for iliad. Ms.  Lazorthes is resolution);
a fervent supporter of female entrepreneurship and would
also bring to the Group her view of society and social  Rani Assaf, in his capacity as Senior Vice-President (sixteenth
responsibility. resolution);

Both the Nominations Committee and the Board of Directors  Antoine Levavasseur in his capacity as Senior Vice-President
consider that Ms.  Lazorthes fully meets the independence (seventeenth resolution);
criteria set out in the AFEP-MEDEF Code, which the Company  Alexis Bidinot, in his capacity as Senior Vice-President until
uses as its corporate governance reference framework. December 9, 2019 (eighteenth resolution).

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 9 ANNUAL GENERAL MEETING
Board of Directors’ report on the resolutions submitted to the Annual General Meeting to be held in 2020

Approval of the compensation policy EXTRAORDINARY RESOLUTIONS

for corporate officers

(Nineteenth to twenty-second resolutions) Authorizations concerning employee stock

Pursuant to Article  L.  225-37-2  II of the French Commercial ownership
Code, as amended by the French government order dated
November  27, 2019, the shareholders at the Annual General (Twenty-fourth to twenty-sixth resolutions)
Meeting are invited to approve the compensation policies for As the authorizations relating to employee stock ownership
iliad’s corporate officers, as presented in Chapter 3, Section 3.4.2 given to the Board of Directors at the May 17, 2017, May 16, 2018
of the 2019 Universal Registration Document (ex-ante say-on- and May  21, 2019 Annual General Meetings are due to expire
pay vote). The compensation policies are set by the Board of or have been used, the Board is seeking a renewal of those
Directors based on the recommendations of the Compensation authorizations.
Committee.
If the new authorizations are granted, they will cancel and
Consequently, in the nineteenth to twenty-second resolutions, supersede, as from the date of this meeting, the previous
the shareholders are invited to approve the compensation authorizations given by the shareholders for the same purposes.
policies for:
The aim of the authorizations is to enable Group employees and
 the Chairman of the Board of Directors (nineteenth officers to acquire an ownership interest in the Company.
resolution);
 the Chief Executive Officer (twentieth resolution);
Authorization for the Board of Directors to grant
 the Senior Vice-Presidents (twenty-first resolution); existing or new shares, free of consideration, to
 the directors (twenty-second resolution). Group employees and/or executive officers

Authorization for the Board of Directors to carry (Twenty-fourth resolution)

out a share buyback program In the twenty-fourth resolution, the Board of Directors is
seeking an authorization to grant, free of consideration and on
one or more occasions, existing or new shares to all or some
(twenty-third resolution) Group employees and/or executive officers, subject to a ceiling
The Board of Directors is seeking to renew the existing of 2% of the Company’s capital.
shareholder authorization to carry out a share buyback program,
having used this authorization in 2019. The total number of shares granted free of consideration to the
Company’s executive officers would not be able to represent
In the twenty-third resolution, the shareholders are therefore more than 40% of the aggregate number of shares granted
asked to authorize the Board of Directors to purchase on pursuant to this resolution.
behalf of the Company, directly or indirectly, iliad shares
representing up to 10% of the Company’s capital at the time of If this resolution is adopted, the authorization would be given for
the buyback(s). The repurchased shares would be used for the a period of 38 months.
following purposes:
 to maintain a liquid market in the Company’s shares through Authorization for the Board of Directors to
market-making transactions; grant stock options to Group employees and/or
 for allocation to employees and executive officers of the executive officers
Company and its subsidiaries (notably under share grant or
stock option plans); (Twenty-fifth resolution)
 as payment for buying back some of the Free Mobile shares In the twenty-fifth resolution the Board of Directors is seeking
held by Free Mobile shareholders, subject to a ceiling an authorization to grant, to all or some Group employees and/or
representing 1% of iliad S.A.’s capital; executive officers, options to purchase new or existing shares of
the Company, subject to a ceiling of 1% of the Company’s capital.
 to be held in treasury – subject to a ceiling of 5% of the
Company’s capital – for subsequent remittance in exchange The shares allocated on exercise of options granted to executive
or payment in connection with external growth transactions; officers would not be able to represent more than 0.5% of the
Company’s capital, and this sub-ceiling would be included in the
 for cancellation, in full or in part, subject to the adoption of
above-mentioned 1% ceiling.
the twenty-seventh resolution of this meeting;
If this resolution is adopted, the authorization would be given for
 for allocation on exercise of rights attached to securities
a period of 38 months.
redeemable, convertible, exchangeable or otherwise
exercisable for shares of the Company.
The share buybacks could be carried out at any time, except if
a public tender offer for the Company’s shares is in progress.
If this resolution is adopted, the authorization would be given for
a period of 18  months and would supersede the authorization
given for the same purpose at the May 21, 2019 Annual General
Meeting.

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 ANNUAL GENERAL MEETING
Board of Directors’ report on the resolutions submitted to the Annual General Meeting to be held in 2020 9
Authorization for the Board of Directors to issue Amendment to Article 17 of the Company’s bylaws –
shares of the Company to members of an employee “Organization, meetings and decisions of the Board of
stock ownership plan, without pre-emptive Directors”
subscription rights for existing shareholders (Twenty-ninth resolution)
In the twenty-ninth resolution, the shareholders are invited
(Twenty-sixth resolution)
to amend Article  17 of the Company’s bylaws – “Organization,
In the twenty-sixth resolution, the shareholders are asked to meetings and decisions of the Board of Directors” – for it to
authorize the Board of Directors to increase the Company’s provide that:
capital by issuing, without pre-emptive subscription rights for
existing shareholders, new shares of the Company to members  the Board of Directors may appoint from among its members
of an employee stock ownership plan set up within the Company a Vice-Chairman, who must be an individual and not a
or the Group. The aggregate nominal amount of any capital corporate director, and whose term of office will be set by
increases carried out pursuant to this resolution would not be the Board but may not exceed his or her term of office as a
able to represent more than 1% of the Company’s share capital. director. The only specific responsibility of the Vice-Chairman
will be to Chair meetings of the Board of Directors and of
This 1% ceiling would be included in the blanket ceiling for capital shareholders in the absence of the Chairman of the Board of
increases set in the nineteenth resolution of the May  21, 2019 Directors;
Annual General Meeting or, any similar blanket ceiling provided
for in a subsequent resolution adopted for the same purpose  in the event of the Chairman’s death or temporary
that may supersede said resolution during the period of validity unavailability and if the Vice-Chairman is absent, the Board of
of this authorization, which would be set at twenty-six months. Directors may appoint one of its members to act as Chairman;
 the Board of Directors may take decisions by way of written
consultation of its members, in the circumstances provided
Authorization for the Board of Directors to reduce for in the applicable regulations;
the Company’s capital by canceling treasury shares
 the attendance register for Board meetings may be kept in
electronic form subject to the conditions provided for by law.
(Twenty-seventh resolution)
One of the purposes of the share buyback program (twenty-third Amendment to Article 21 of the Company’s bylaws
resolution) is to cancel the purchased shares. Consequently, in
– “Agreements entered into between the Company
the twenty-seventh resolution, the shareholders are invited to
give the Board of Directors an 18-month authorization to cancel and a director, the Chief Executive Officer, a Senior
all or some of the iliad shares bought back under the buyback Vice-President or a shareholder”
program. The number of shares canceled in accordance with
this resolution during any given period of 24 months would not
be able to represent more than 10% of the Company’s issued
(Thirtieth resolution) 9
In the thirtieth resolution, the shareholders are invited to amend
capital. Article  21 of the Company’s bylaws – “Agreements entered
into between the Company and a director, the Chief Executive
Amendments to the Company’s bylaws Officer, a Senior Vice-President or a shareholder” – for it to state
that the provisions of Articles  L.  225-38 et seq. of the French
(Twenty-eighth to thirty-second resolutions) Commercial Code now apply to the agreements entered into by
the Company.
The purpose of the twenty-eighth to thirty-second resolutions is
to amend a certain number of the Company’s bylaws, notably to
take into account changes in French law, particularly the Pacte Amendment to Article 26 of the Company’s bylaws,
Act dated May 22, 2019 and the Act dated July 19, 2019 aimed at “Participation in and representation at Shareholders’
simplifying corporate law. Meetings – Powers”

Amendment to Article 13 of the Company’s bylaws – (Thirty-first resolution)

“Board of Directors” In the thirty-first resolution, the shareholders are invited to
amend Article 26 of the Company’s bylaws – “Participation in and
(Twenty-eighth resolution) representation at Shareholders’ Meetings – Powers” – in order to
In the twenty-eighth resolution, the shareholders are invited to allow proxy and postal voting forms to be sent electronically.
amend Article 13 of the Company’s bylaws – “Board of Directors”
– so that, in accordance with the Pacte Act, it provides: Amendment to Article 27 of the Company’s bylaws –
 the Board of Directors must include at least one director
“Attendance sheet – Meeting officers – Minutes”
representing employees, or two directors representing
employees if the number of shareholder-elected directors (Thirty-second resolution)
exceeds eight; In the thirty-second resolution, the shareholders are invited to
amend Article 27 of the Company’s bylaws – “Attendance sheet
 when two employee representative directors are appointed,
– Meeting officers – Minutes” – for it to state that Shareholders’
one must be a man and the other a woman.
Meetings will be chaired by the Chairman or Vice-Chairman
of the Board of Directors, or, if they are absent, by a director
appointed to such role by the Board of Directors.

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 9 ANNUAL GENERAL MEETING
Board of Directors’ report on the resolutions submitted to the Annual General Meeting to be held in 2020

Setting the par value of the Company’s shares  decide on the date for carrying out the capital increase, and
set the amount of the capital increase and the amount by
in the bylaws and authorizing the Board of
which the par value of the existing shares will be increased;
Directors to carry out the ensuing increase in
 place on record the capital increase and carry out any
the Company’s capital through the capitalization requisite measures and formalities;
of reserves, profit, additional paid-in capital or
 amend Article 6 (“Share capital”) of the bylaws by updating
other eligible items the amount of the Company’s capital and setting the par
value of the shares at twenty-five euro cents (€0.25) each.
(Thirty-third resolution)
In the thirty-third resolution, the Board of Directors is seeking
approval to (i) set in the Company’s bylaws the par value of each
Powers to carry out formalities
of the shares making up the Company’s capital at twenty-five
euro cents (€0.25) and (ii) consequently increase the par value of (Thirty-fourth resolution)
the Company’s shares to twenty-five euro cents (€0.25) by way In the thirty-fourth resolution, the Board of Directors is seeking
of a capital increase carried out by capitalizing reserves, profit, an authorization to carry out any formalities required following
additional paid-in capital or other items whose capitalization is the Annual General Meeting.
authorized by law and the Company’s bylaws.
The Board of Directors
Accordingly, shareholders are asked to give full powers to the
Board of Directors – which may be delegated – to use this
authorization to increase the Company’s capital within 12 months
of the date of this Annual General Meeting, and in particular to:
 set the par value of the existing shares making up the
Company’s capital;

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 ADDITIONAL 10
INFORMATION

10.1 PERSONS RESPONSIBLE 10.2 DOCUMENTS ACCESSIBLE TO THE

FOR THE UNIVERSAL REGISTRATION PUBLIC 294
DOCUMENT 294
10.1.1 Name and position of the person responsible 294
10.1.2 Statement by the person responsible
10.3 MATERIAL CONTRACTS 295
for the Universal Registration Document 294 10.3.1 Financial contracts 295
10.1.3 Name and position of the person responsible 10.3.2 Operating contracts 295
for financial information 294

Universal Registration Document 2019 - 293

10 ADDITIONAL INFORMATION
Persons responsible for the Universal Registration Document

10.1 PERSONS RESPONSIBLE FOR THE UNIVERSAL

REGISTRATION DOCUMENT

10.1.1 NAME AND POSITION OF THE PERSON RESPONSIBLE

Thomas Reynaud, Chief Executive Officer of iliad.

10.1.2 STATEMENT BY THE PERSON RESPONSIBLE FOR THE UNIVERSAL

REGISTRATION DOCUMENT
“I hereby declare that having taken all reasonable care to ensure that such is the case, the information contained in this Universal
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 financial statements for 2019 have been prepared in accordance with the
applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and results of the Company and
the consolidated Group as a whole, and that the management report provides a fair review of the business, results and financial position
of the Company and its subsidiaries, and describes the principal risks and uncertainties that they face.”
Thomas Reynaud
Chief Executive Officer of iliad
April 9, 2020

10.1.3 NAME AND POSITION OF THE PERSON RESPONSIBLE FOR FINANCIAL

INFORMATION
Nicolas Jaeger
Chief Financial Officer
iliad
16 rue de la Ville l’Evêque
75008 Paris, France
Telephone: + 33 (0)1 73 50 20 00
www.iliad.fr

10.2 DOCUMENTS ACCESSIBLE TO THE PUBLIC

The Company’s bylaws, this Universal Registration Document and other corporate documents made available to shareholders as
required in accordance with the law can be consulted at the Company’s registered office.
Copies of this Universal Registration Document can be obtained free of charge from the Company’s registered office (16, rue de la Ville
l’Évêque, 75008 Paris, France – Tel: +33 (0)1 73 50 20 00) and may also be downloaded from the Company’s website (www.iliad.fr), as
well as from the website of the AMF (www.amf-france.org).

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 ADDITIONAL INFORMATION
Material contracts 10
10.3 MATERIAL CONTRACTS
10.3.1 FINANCIAL CONTRACTS
Information on the Group’s debt is provided in Chapter 5, Section 5.3.3 of this Universal Registration Document.

10.3.2 OPERATING CONTRACTS

The main operating contracts are presented in the management report in chapter 5 of this Universal Registration Document.

10

Universal Registration Document 2019 - 295

 GLOSSARY

GLOSSARY
The glossary below is provided as a supplement and as an aid the subscriber’s premises and the other in a DSLAM located in
to understanding this Universal Registration Document. Some the main distribution frame, ADSL technology is able to increase
of the definitions below therefore give only a summary of the network bandwidth considerably and obtain transmission
technical processes described, without providing details as to speeds up to 320 times faster than with a conventional analog
the functioning of such processes. modem. The principle behind ADSL is that part of the bandwidth
is reserved for transporting voice traffic (low frequencies) while
Add/Drop Multiplexer (ADM): Equipment on a
another part is used for transporting data (high frequencies)
telecommunications network used for inserting or extracting
either in the direction of the network backbone (upload) or in
data packets.
the direction of the subscriber (download). The technology is
ADM (Add/Drop Multiplexer): See Add/Drop Multiplexer. asymmetrical in the sense that the upload bit rate (data sent by
the user) is lower than the download rate (data received by the
ADSL (Asymmetrical Digital Subscriber Line): ADSL is an xDSL
user). For the correct representation of voice traffic (using the
technology used for high-speed data transmission, in particular
low frequency spectrum), splitters located at each end of the
when using a subscriber’s conventional telephone line consisting
line eliminate those parts of the signal which are not needed.
of a pair of copper wires. By using two modems, one installed on

In the ADSL2+ version, the bandwidth of the line is divided as follows:

0 – 5 kHz: analog telephone line

30 kHz – 130 kHz: narrowband channel towards the network (upload)

30 kHz – 2.2 MHz: broadband channel towards the subscriber (download)

FDM (Frequency Division Multiplexing) is used to separate the to the network and the download bit rate corresponds to data
various data traffic flows. An echo cancellation system is used transmitted from the network to the subscriber.
for spectrum recovery on the upload and download channels.
Broadband: The concept of broadband is a relative concept,
Afnic (Association Française pour le Nommage Internet depending on the capabilities of transmission technology at
en Coopération – www.afnic.fr/_en): Afnic is a non-profit any given time. At present, broadband is generally accepted as
organization whose principal function is to establish and corresponding to a bit rate of at least 512 kbps. See also “bit
implement a naming registry for the .fr (France) and .re (Reunion rate”.
Island) domains. It has drawn up naming charters which set out
Broadband and Ultra-Fast Broadband ARPU (Average Revenue
its rules for registering domain names in these geographic areas.
Per Broadband and Ultra-Fast Broadband User): Includes
Members of Afnic include service providers who have been
revenues from the flat-rate package and value-added services
accredited as registrars of domain names in the French domain
but excludes onetime revenues (e.g., fees for migration from one
name areas.
offer to another or subscription and cancellation fees), divided
Alternative operator: An operator that entered the market by the total number of Broadband and Ultra-Fast Broadband
subsequent to the incumbent State operator losing its monopoly. subscribers invoiced at the end of the period.
ATM (Asynchronous Transfer Mode): This network technology, Broadband and Ultra-Fast Broadband ARPU (Average Revenue
which is used for ADSL, enables the simultaneous transmission Per Freebox Revolution Broadband and Ultra-Fast Broadband
of data, voice and video. ATM is based on the transmission of User excluding promotional offers): Includes revenues from
signals in short, fixed-length packets. The transmission of these the flat-rate package and value-added services but excludes
packets is said to be asynchronous because they are transported one-time revenues (e.g., fees for migration from one offer to
over different routes and do not necessarily arrive at their another or subscription and cancellation fees) and the impact
destination in the same chronological order as they were sent. of promotional offers, divided by the total number of Freebox
Revolution Broadband and Ultra-Fast Broadband subscribers
Backbone: Network consisting of a number of very high
invoiced at the end of the period.
bandwidth links to which other, smaller networks are connected
(including metropolitan networks). Broadband and Ultra-Fast Broadband subscribers: Subscribers
who have signed up for the Group’s ADSL, VDSL or FTTH
Bandwidth: The transmission capacity of a transmission line.
offerings.
Bandwidth determines the quantity of data (in bits per second)
that can be transmitted simultaneously. Byte: A set of eight bits. Bytes and their multiples (kilobyte (kB),
megabyte (MB), gigabyte (GB), terabyte (TB), etc.) are used to
Bit: Contraction of “binary digit”. A bit is the smallest unit of
measure the size of electronic files. When such measurements
data processed by a computer. In a binary system, each bit has a
are given in multiples of bytes, it is generally accepted that a
value 0 or 1. Data recorded in digital form are coded in bits. One
kilobyte is equal to 210, or 1,024, bytes (and not 1,000 bytes), and
character (letter or figure) is generally coded as 8 bits (1 byte).
that a megabyte is equal to 220 bytes (and not 1,000,000 bytes).
Bit rate: Amount of data passing through a communication
Call termination: An operation that consists of the routing
channel over a given period of time. The bit rate is measured
of calls to subscribers on a particular network. In principle,
in bits per second or in multiples thereof (kbps =  kilobits
call termination requires either that the call be made from
per second, Mbps =  megabits per second, Gbps =  gigabits
the network on which the caller is a subscriber or from an
per second, Tbps =  terabits per second). The upload bit rate
interconnected network.
corresponds to the transmission of data from the subscriber

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 GLOSSARY

Capex: Capex corresponds to the net cash outflow for Digital main switching unit (DMSU): The incumbent operator’s
acquisitions of property, plant and equipment and intangible interconnect point, occupying the highest level in the hierarchy
assets (excluding payments for frequencies). of switches in a trunk exchange area. See also “trunk exchange
area”.
CNIL (Commission Nationale de l’Informatique et des Libertés
– http://www.cnil.fr/english/): The CNIL is an independent DNS (Domain Name System): A DNS is a database which
administrative authority established by Act no.  78-17 of registers Internet resources (computer, server, router, etc.) in the
January 6, 1978 (France’s data protection law). Its principal role form of a domain name and allocates them a unique IP address.
is to protect privacy and personal or public freedom, and it is The Internet protocol converts the domain name into the
responsible for ensuring compliance with the data protection corresponding IP address. Without the DNS, users would have to
law. remember websites or email addresses in the complicated form
of the domain’s IP address. See also “domain name”.
Colocation facilities or space: A room located in the incumbent
operator’s sites containing equipment belonging to third- Domain name: A domain name is the unique identifier of an IP
party operators used for local loop unbundling. The room is address. The DNS (see “DNS – Domain Name System”) matches
built by the incumbent operator which then rebills the cost of the domain name to the IP address. A domain name consists
construction to the operators located in the room. The third- of a string of characters (from “a” to “z” or “0” to “9”, plus
party operators then rent whatever space they need (one or “-”) corresponding to the name of a trademark, association,
more racks each occupying a floor area of 600 mm x 600 mm) company, individual, etc., plus a suffix known as the TLD (see
for their unbundled activities. “TLD [Top Level Domain]”), such as “.fr”, “.de”, “.net”, or “.com”.
Connectible FTTH socket: A socket for which the link between Domain name registration: Domain name registration consists
the shared access point and the optical splitter has been put in of hosting domain names on a computer with an IP address on
place by the building operator, which the Group can access in behalf of the domain name owners, who are in turn entered in
accordance with its co-financing commitments, and for which the register relating to their top level domain or TLD. See also
the connection to the Group’s network has been completed or “TLD”.
is in progress.
DSL (Digital Subscriber Line): See xDSL.
Cookie: Information recorded by a server in a text file located on
DSLAM (Digital Subscriber Line Access Multiplexer): Equipment
the subscriber’s computer and which can be read by this same
installed in the telephone exchange closest to the subscriber
server (and by this server alone) at a later time.
which is part of the equipment used to transform a conventional
Copper pair: Type of cable used for the transmission of electrical telephone line into an xDSL line. DSLAMs connect several xDSL
signals, consisting of one or more pairs of metal conductors. lines and are connected to the modem on the subscriber’s
The two wires forming the pair are braided in order to minimize premises via the local loop.
potential interference between two conductors. By extension,
DWDM (Dense Wavelength Division Multiplexing): Technology
the copper pair also refers to the local loop link between a
permitting the transmission of a large number of frequencies
subscriber and the local concentrator. See also “local loop”.
on the same fiber strand, thereby significantly increasing the
CSA (Conseil Supérieur de l’Audiovisuel – http://www.csa. bandwidth capacity of the optical fiber.
fr): The CSA is a French independent administrative authority
EBITDAaL: Profit from ordinary activities before (i) depreciation,
established by the Act of January  17, 1989. Its principal role
amortization and impairment of property, plant and equipment
is to guarantee the freedom of audiovisual communications
and intangible assets, and (ii) the impact of share-based
in France in accordance with the provisions of the Act of
payment expense.
September 30, 1986, as amended.
Eligibility: A telephone line is said to be “eligible” for ADSL when
Dark optical fiber: Raw optical fiber without the equipment
the technical characteristics of the line in terms of signal loss are
which allows it to be used.
such that xDSL-type technologies can be used. The length and
Dedicated facilities or space: A room located in the incumbent diameter of the copper pairs (local loop) are the main parameters
operator’s sites containing equipment belonging to third-party determining eligibility. Using current technologies, in order to
operators used for local loop unbundling. Third-party operators obtain a 512 kbps Internet connection, the subscriber’s access
rent the space (one or more racks each occupying a floor area point must be located within four kilometers of the DSLAM.
of 600 mm x 600 mm) necessary for their unbundling activities.
FCF: Free Cash Flow.
See also “Colocation facilities or space”.
Firewall: Hardware or software device which controls access
Dial-up (also called narrowband): Historically this corresponds
to all the computers on a network from a single point of entry.
to the bit rate of a conventional telephone line using the voice
The main function of the firewall is to filter the data packets
frequency spectrum. By way of example, an Internet connection
transmitted between the protected network and outside
using a conventional telephone line is established at a maximum
networks. In addition, a firewall can be used to perform advanced
download rate of 56  kilobits per second (kbps). See also “bit
security functions such as virus detection, IP address masking
rate”.
on the protected network and the establishment of encryption
Digital: Coding in binary form (0 or 1) of information to be tunnels subject to authentication.
processed by a computer.
Free Cash Flow from ADSL operations: Represents EBITDA
Digital local exchange (DLE/LX): Switch on the incumbent plus or minus changes in working capital requirement and
operator’s telephone network to which subscribers are minus investments made in connection with property, plant and
connected by means of local concentrators. The incumbent equipment and intangible assets acquired for the Group’s ADSL
operator’s network is organized in a hierarchical fashion, with operations.
the digital local exchange being the lowest level in the hierarchy
of exchanges installed on the network.

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FTTH (fiber-to-the-home): Data delivery technology that of the local concentrator is to group several subscriber lines into
directly connects subscribers’ homes to an optical node (ON). one cable.
Full unbundling: Full unbundling consists of allowing a third- Local loop: Physical circuit of the telephone network which
party operator to control the entire local loop (both low and connects the termination point of the network on the subscriber’s
high frequencies). premises (i.e., the subscriber’s telephone socket) and the local
loop operator’s main distribution frame (i.e., generally the
Gross profit: Corresponds to revenues less purchases used in
incumbent operator’s local telephone exchange) which contains
production.
a digital switch. The local loop is composed of a pair of braided
IEEE 802.11a/b/g/n standards: Radio-telecommunications copper wires.
standards established by the IEEE (Institute of Electrical and
M2M: Machine to machine communications.
Electronic Engineers) describing the characteristics of wireless
networks using the 5  GHz (IEEE 802.11a/n) and 2.4  GHz (IEEE Main distribution frame (MDF): Establishes a temporary
802.11b/g/n) frequency bands. (See also “RLAN – Radio Local connection between a copper pair (local loop) and any active
Area Network” and “WLAN – Wireless Local Area Network”). equipment on the operator’s network. It is a vital point of
flexibility in the operation of a telecommunications network.
Interconnection: The term interconnection refers to the
reciprocal services provided by two operators of networks MMS (Multimedia Messaging Service): Extends the core SMS
open to the public, permitting all of their users to communicate capability by enabling users to send to and from their phones
freely with one another, irrespective of the type of network messages that include photos as well as audio and video content.
or services they use. The term also refers to the provision to
Modem (modulator-demodulator): Device that transforms
a public telephone service provider of access to a public
analog signals into digital signals and vice versa. A modem is
network operator’s network. The objective of interconnection
required in order to connect to the Internet (where the data
is to allow a given operator’s subscribers to make telephone
exchanged is digital).
calls to the subscribers of all other interconnected operators.
Interconnection between the incumbent operator (France MPEG-2: Video signal compression standard, used mainly for
Telecom) and third-party operators is governed by the provisions DVDs.
of the French Post and Electronic Communications Code and is
MPEG-4: Digital compression standard for new-generation
regulated by ARCEP.
audiovisual content. This format is able to broadcast High
Internet Service Provider (ISP): Organization or company that Definition streaming data and provides enhanced audiovisual
provides subscribers with access to the Internet, either free of quality at low bandwidths.
charge, or for a cost.
Multicast: Routing system minimizing the number of data flows
IP (Internet Protocol): Telecommunications protocol used on from a server to various subscribers by multiplying the data
the networks supporting the Internet which divides the data flows only when they are as close as possible to end users.
to be transmitted into packets, addresses the various packets,
Multiplexing: Technique permitting several communication
transports them independently of one another and, finally,
flows to pass through the same channel/transmission bearer.
recreates the packets in their initial form once they reach
Multiplexing can work in different ways: frequency multiplexing
their destination. This protocol uses a technique known as
uses different frequencies for the various communications, while
packet switching. On the Internet, it is associated with a data
time division multiplexing allocates a period of time (known as a
transmission control protocol (TCP) – hence the term TCP/IP.
slot) to each communication.
IP  address: The IP address allows a router using TCP/IP to
Net adds: Represents the difference between total subscribers
identify the unique network interface of a machine connected
at the end of two different periods.
to the Internet. In order to be accessible or to send data packets
over the Internet, a machine must have a public IP address, i.e., Net debt: Difference between short- and long-term financial
an address that is known on the Internet. ICANN has overall liabilities, and available cash as presented in the balance sheet.
responsibility for managing IP addressing on a worldwide basis, Optical fiber: Transmission medium which routes digital data in
but delegates responsibility for certain areas to regional and the form of modulated light signals. It consists of an extremely
local organizations. An IP address is a sequence of 32  binary thin glass cylinder (the core strand) surrounded by a concentric
digits (see also “bit”) grouped into four bytes in the form layer of glass (the sheath). The potential bandwidth that can
A.B.C.D where A, B, C and D are numbers between 0 and 255 be passed through an optical fiber in conjunction with the
(this structure corresponds to version  4 of the IP protocol, or corresponding active equipment is enormous.
IPv4). The problem of limited addressing resources caused by
the growth of the Internet has led to the development of a new Optical node (ON): Site hosting optical local loop equipment
version of the IP protocol (IPv6), based on 128 binary elements, bringing together all of the optical local loop interconnection
which is gradually being brought into use. links serving end-subscribers for a given geographic area.
IRU (Indefeasible Right of Use): Special type of agreement, Partial unbundling: Partial unbundling involves providing an
specific to the telecommunications sector, for the provision of operator with access to the incumbent operator’s local loop and
optical fibers (or transmission capacity) over a long period. allowing the operator to use the high (non-voice) frequencies
of the frequency spectrum on the copper pair. The incumbent
Leverage ratio: Represents the ratio between Net debt (short- operator continues to use the local loop in order to provide
and long-term financial liabilities less cash and cash equivalents) conventional telephone services to the public (using the low
and EBITDAaL. frequencies of the local loop). Customers continue to pay the
Linux: Linux is a multi-task and multi-user operating system telephone line rental to the incumbent operator.
based on Unix (Uniplexed Information and Computer Service). Peering: Type of interconnection agreement between two IP
It is a so-called “open source” software system, i.e., it is freely backbone networks (known as peer networks) for the exchange
available in source code form and modifiable under the terms of of Internet traffic destined for their respective networks. These
a General Public License (GNU GPL). exchanges take place at exchange nodes called peering points
Local concentrator: Active telecommunications equipment and may be invoiced if they are not fully reciprocal.
connected to both the digital local exchange and the copper
pairs constituting the local loop. This is the primary active
equipment in the incumbent operator’s network. The function

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Ping: Ping is an acronym for Packet Internet Groper, and is a Spamming: The bulk mailing of unsolicited electronic messages.
component of the Internet connection protocol which verifies This type of message is generally sent to email lists obtained
the connections established on the Internet between one or unconventionally or illegally (for example, through the use of a
more remote hosts and measures the time data packets require search engine on public websites or through the sale of email
to be transmitted to one computer connected to the Internet address files without the permission of the owners of such
and back again. The lower the ping value (i.e., the closer to zero) addresses).
the faster the network connection.
Subscriber connection node: A site hosting the incumbent
POP (Point of Presence): Physical site from which the operator operator’s network equipment bringing together all of the
can use an interconnection link to connect to the interconnect interconnection links for its copper local loop for a given
point of another operator (whether another POP or, in the case geographic area. Subscriber connection nodes provide access
of the incumbent operator, a digital main switching unit or a to the various services available via the copper local loop. Third-
digital local exchange). The POP is located on the operator’s party operators may access these services through unbundling
network backbone. See also “digital main switching unit”. arrangements in order to directly serve end-subscribers.
Portability: Possibility for subscribers to keep their telephone Switch: Equipment which routes calls to destinations by
numbers when changing operators and/or geographical establishing a temporary link between two circuits on a
location. telecommunications network (or occasionally by routing
information in packet form). Switches are organized in a
Preselection: Carrier selection mechanism allowing a subscriber
hierarchical fashion, i.e., the higher the position they occupy in
to automatically route all eligible calls (local, national,
the hierarchy, the more subscribers they serve.
international, and calls to mobile phones) so that they are carried
by the operator of the subscriber’s choice, without having to dial TLD (Top Level Domain): The top level domain name
a special prefix. classification, corresponding to a geographic area or a sector of
activity, such as “.com”, “.org” or “.fr”.
Primary digital block: Basic unit of measurement of the
capacity of interconnection links to the incumbent operator’s Total Broadband and Ultra-Fast Broadband subscribers:
switched network (telephone traffic and dial-up Internet Represents, at the end of a period, the total number of
traffic). It corresponds to a grouping of several communications subscribers, identified by their telephone lines, who have signed
on the same physical support structure  (31  simultaneous up for a Free or Alice Broadband or Ultra-Fast Broadband
communications, i.e., a capacity of 2 Mbps). offering, excluding those recorded as having requested the
termination of their subscription.
Profit for the period from recurring operations: Profit for the
period excluding the impact of the additional and exceptional Total mobile subscribers – France: Represents, at the end of
income tax contribution. a period, the total number of subscribers, identified by their
telephone lines, who have subscribed to a Free Mobile offering,
Public switched telephone network (PSTN): Conventional
excluding those recorded as having requested the termination
telephone network which uses switching (a non-permanent
of their subscription.
link established by line seizure and then dialing). Each call
established on the PSTN ties up network resources. Total mobile subscribers – Italy: Represents, at the end
of a period, the total number of subscribers, identified by
Reference Interconnect Offer: Document describing the
their telephone lines, who have subscribed to an iliad Italia
technical and pricing terms of the incumbent operator’s
mobile offering and who have issued or received at least one
interconnect offer (or the interconnect offer of any other
communication during the preceding three months.
operator designated as having significant market power
pursuant to Article  L.  36-7 of the French Post and Electronic Triple-play: A technical service capable of managing bandwidth-
Communications Code). It informs third-party operators of what intensive voice, data and audiovisual content simultaneously
interconnection services are available and sets out the prices and over long distances.
and the technical terms of these services.
Trunk exchange (TX): Telephone network switch linking together
Revenues invoiced to subscribers: Revenues generated from the digital local exchanges. The incumbent operator’s network
the sale of services to subscribers. is organized in a hierarchical fashion, with the trunk exchange
being the highest level in the hierarchy of national exchanges.
Reverse look-up directory: Service allowing users to retrieve the
Through the digital local exchanges, the trunk exchange serves
name and address of the owner of a telephone line by searching
all subscribers in a given geographic area (called a trunk
the corresponding telephone number, provided the owner of the
exchange area). See also “trunk exchange area”.
line has not opted out of the directory.
Trunk exchange area: The geographic area covered by a trunk
RLAN (Radio Local Area Network): Wireless network. RLANs
exchange. The incumbent operator’s switched network in
generally conform to IEEE 802.11 standards.
Metropolitan France is divided into 18  trunk exchange areas,
SDH (Synchronous Digital Hierarchy): Multiplexing technique defined by the incumbent operator in its Reference Interconnect
providing for the secure transmission of different types of Offer and generally corresponding to the administrative regional
data. This technique is used for the transmission of data on divisions of France. See also “Trunk exchange (TX)”.
conventional telephone networks.
Unbundled subscribers: Subscribers who have signed up for
Services revenues: Total revenues excluding revenues from sales the Group’s ADSL, VDSL or FTTH offerings through a telephone
of devices. exchange unbundled by Free.
SMS (Short Message Services): Short alphanumerical text Unbundling: Operation involving the separation of a range
messages. of telecommunications services into several distinct units.
Unbundling of the local loop (or unbundled access to the
Source code: List of instructions in a computer program in a
incumbent operator’s local network) consists of separating
language capable of being understood by human beings.
the access services provided over the local loop, allowing new
operators to use the local network of the incumbent operator
and provide services directly to their subscribers.

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 GLOSSARY

Universal service: The main element of the public WLAN (Wireless Local Area Network): A wireless network
telecommunications service as defined by law, with the intended based on radio telecommunications. An RLAN (see “RLAN
purpose of providing high quality telephone services to the [Radio Local Area Network]) is a specific type of WLAN.
general public at an affordable price.
xDSL (x Digital Subscriber Line): The family of technologies
Urban area: In the architecture of the incumbent operator’s used to transmit digital data over the copper pair (local loop)
network, the Ile-de-France region is divided into two trunk at high speeds (such as ADSL, SDSL, ADSL2+, VDSL2, etc.). See
exchange areas: the urban area which corresponds to the former also “ADSL”.
Seine département (Paris, Hauts-de-Seine, Seine-Saint-Denis,
and Val de Marne) and the peripheral area, which covers the
Seine-et- Marne, Essonne, Yvelines and Val-d’Oise départements.
VoIP (Voice over DSL): Transmission of voice traffic (in packets)
using ADSL technology, i.e., using the high frequencies of the
local loop, as compared to conventional telephony which uses
the low frequencies of the local loop.

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 CROSS-REFERENCE TABLES
Universal Registration Document

CROSS-REFERENCE TABLES

UNIVERSAL REGISTRATION DOCUMENT

This table cross references (i) the headings of the disclosures required under Annexes 1 and 2 of European Commission Delegated
Regulation (EU) 2019/980 with (ii) the pages in this Universal Registration Document where such disclosures can be found.

Required disclosures Section

1. Persons responsible, third party information, experts’ reports and competent authority approval

1.1 Identity of persons responsible for the information contained in the Universal Registration Document 10.1.1 and 10.1.3
1.2 Statement by those responsible for the Universal Registration Document 10.1.2
1.3 Statements by experts and details of such experts, including any material interest they may have in the
issuer N/A
1.4 Certification of information sourced from a third party N/A
1.5 Statement that the Universal Registration Document has been filed with the competent authority Page 3
2. Statutory Auditors 8.1.8
3. Risk factors 2
4. Information about the issuer
4.1 Legal and commercial name 8.1.1
4.2 Place of registration, registration number and legal entity identifier (LEI) 8.1.3
4.3 Date of incorporation and term 8.1.4
4.4 Domicile, legal form, applicable legislation, country of incorporation, address, telephone number
and website address 8.1.2
5. Business overview
5.1 Principal activities 1.3
5.2 Principal markets 1.2
5.3 Significant events in the development of the issuer’s business 1.3
5.4 Strategy and objectives 1.2.3, 5.4.1
5.5 Dependence on patents or licenses, industrial, commercial or financial contracts or new manufacturing
processes 2.1.5
5.6 Competitive position 1.2.2
5.7 Investments 5.1.3
5.7.1 Material investments carried out 5.1.3
5.7.2 Material investments in progress or for which firm commitments have been made 5.1.3
5.7.3 Information on significant holdings in joint ventures and other undertakings 6, Note 38, 7.2.3.2
5.7.4 Description of any environmental issues that may affect the utilization of property, plant and equipment 4
6. Organizational structure
6.1 Brief description of the Group 1.7
6.2 List of significant subsidiaries 6, Note 38
7. Operating and financial review
7.1 Financial position 5
7.1.1 Review of the development and performance of the issuer’s business 5
7.1.2 Likely future business development and research and development activities 1.3, 1.5, 5
7.2 Operating results 7, page 232

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 CROSS-REFERENCE TABLES
Universal Registration Document

Required disclosures Section

8. Cash flows and capital resources
8.1 Information about the issuer’s capital resources 5
8.2 Sources, amounts and description of the issuer’s cash flows 5.3.2
8.3 Borrowing requirements and funding structure of the issuer 5.3.3
8.4 Information regarding any restrictions on the use of capital resources affecting the issuer’s operations N/A
8.5 Anticipated sources of funds N/A
9. Regulatory environment 1.6
10. Trend information N/A
11. Profit forecasts or estimates 5.4.1
12. Administrative, management and supervisory bodies and Senior Management
12.1 Members of the administrative, management or supervisory bodies 3.1
12.2 Conflicts of interest concerning administrative, management and supervisory bodies and Senior
Management 3.2.1.6
13. Compensation and benefits
13.1 Compensation and benefits in kind 3.4
13.2 Amounts set aside or accrued to provide for pension, retirement or similar benefits 3.4
14. Board practices
14.1 Date of expiration of current terms of office and length of term of office 3.1.1.2
14.2 Service contracts entered into between the issuer and members of its administrative, management or
supervisory bodies 3.2.1.6
14.3 Information about the Audit Committee and the Compensation Committee 3.2.3
14.4 Corporate governance statement 3
14.5 Potential material impacts on corporate governance, including future changes in the composition of the
Board and Board committees 3.2.1.2
15. Employees
15.1 Number of employees 4.1.1
15.2 Directors’ shareholdings and stock options 8.2.4.1, 3.4
15.3 Arrangements for involving the employees in the capital of the issuer 3.4.3
16. Major shareholders 8.2
16.1 Shareholders holding over 5% of the issuer’s capital or voting rights 8.2.4
16.2 Whether the issuer’s major shareholders have different voting rights, or an appropriate statement to
the effect that no such voting rights exist 8.2.4.1
16.3 Control of the issuer, description of the nature of such control and the measures in place to ensure that
such control is not abused 8.2.7.1
16.4 Shareholders’ agreements 8.2.7.1
17. Related-party transactions 6, Note 33
18. Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses
18.1 Historical financial information (1) 6
18.2 Interim and other financial information 6.1, 6.2
18.3 Auditing of historical annual financial information 7, page 256
18.4 Pro forma financial information N/A
18.5 Dividend policy 7.6
18.6 Legal and arbitration proceedings 2.5.4
18.7 Significant change in the issuer’s financial position N/A
19. Additional information 8
20. Material contracts 10.3
21. Documents available 10.2

(1) In accordance with Article 19 of European Commission Regulation (EC) 2017/1129, the following information is included by reference in this
Universal Registration Document: (i) the consolidated financial statements for the year ended December 31, 2017 and the related Statutory
Auditors’ report presented in Chapter 20, Section 20.1 of the 2017 Registration Document filed with the French securities regulator
(Autorité des Marchés Financiers – AMF) on April 11, 2018 under no. D. 18-0315; and (ii) the consolidated financial statements for the
year ended December 31, 2016 and the related Statutory Auditors’ report presented in Chapter 20, Section 20.1 of the 2016 Registration
Document filed with the AMF on April 7, 2017 under no. D. 17-0342.

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Annual Financial Report

ANNUAL FINANCIAL REPORT

The table below cross-references the disclosures required in the Annual Financial Report pursuant to Article L. 451-1-2 of the French
Monetary and Financial Code (Code monétaire et financier) and Article 222-3 of the AMF’s General Regulations.

Required disclosures Section

 Consolidated financial statements of the Group 6

 Statutory Auditors’ report on the consolidated financial statements 6, page 222
 Parent company financial statements 7
 Statutory Auditors’ report on the parent company financial statements 7, page 256
 Management report see management report cross-reference table below
 Statement by the person responsible for the Annual Financial Report 10.1.2

MANAGEMENT REPORT

The table below cross-references the disclosures required pursuant to Article L. 225-100 et seq., L. 232-1 et seq. and R. 225-102 et seq.
of the French Commercial Code (Code de commerce), which constitute the management report within the meaning of said Code.

Required disclosures Section

 Analysis of business development 5.3

 Analysis of results 5.1
 Analysis of financial position 5.2
 Description of main risks and uncertainties 2
 Exposure to price, credit, liquidity and cash flow risks 2.4, 6 Note 35
 Disclosures required pursuant to Article L. 225-211 of the French Commercial Code: share buybacks
by the Company 8.2.3
 Financial position during the fiscal year 5
 Foreseeable changes in financial position 5.4.1
 Significant events since the end of the fiscal year 5.4.2
 Research and development activities 1.5
 Business and results of iliad S.A. 1.3, 5
 Business and results of iliad Group subsidiaries 1.3, 5
 Five-year financial summary 7.7
 Employee shareholdings at the end of the fiscal year 3.4.2.1
 Compensation and benefits paid to each corporate officer during the fiscal year 3.4
 Key performance indicators 1.1.2
 Financial risks related to the effects of climate change and reduction measures 4
 Internal control and risk management procedures relating to the preparation and processing
of accounting and financial information 2.7.3
 Hedges and hedge accounting Note 35
 Information on subsidiaries and affiliates 7.2.3.2

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 CROSS-REFERENCE TABLES
Report on corporate governance

Required disclosures Section

 Identify of shareholders with significant interests and changes during the fiscal year 8.2.4.1
 Non-financial performance statement 4
 Duty-of-care plan 4.3.1
 Tax-related information N/A
 Supplier and customer payment terms 7.8
 Intra-group loans N/A
 Injunctions or financial sanctions for anti-competitive practices N/A
 Adjustment to bases of conversion N/A
 Statutory Auditors’ report on the report on corporate governance 7, page 257

REPORT ON CORPORATE GOVERNANCE

The table below cross-references the disclosures required in the report on corporate governance pursuant to Articles L. 225-37 et seq.
of the French Commercial Code (Code de commerce).

Required disclosures Section

 Body chosen to manage the Company (if changed) 3.3

 List of directorships and other positions held in any company by each director and officer 3.1.1.3
 Membership of the Board of Directors and conditions for the preparation and organization of the Board’ work 3.1.1, 3.2
 Diversity policy applicable to the members of the Board of Directors 3.2.1.3
 Information on how the Group seeks to achieve gender equality 3.3.4, 4.1.6.1
 Restrictions on the Chief Executive Officer’s powers 3.3.2
 Corporate governance code 3
 Procedure put in place in accordance with sub-paragraph 2 of Article L. 225-39
of the French Commercial Code 3.2.2.4
 Agreements entered into between a Group subsidiary and a corporate officer or a shareholder holding
over 10% of the Company’s voting rights (excluding routine agreements) 3.2.1.6
 Compensation policy for corporate officers 3.4.2
 Compensation and benefits paid to each corporate officer 3.4.1
 Table and report on authorizations to increase the Company’s capital 8.2.2
 Disclosures required under Article L. 225-37-5 of the French Commercial Code that could have an impact
in the event of a public tender offer 8
 Annual General Meeting and participation procedures 8.2.7.3

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DISCLAIMER CONCERNING FORWARD-LOOKING STATEMENTS
This Universal Registration Document contains information on the Group’s objectives, outlook and growth trends as well as
forward-looking statements. These forward-looking statements can be identified by the use of the future or conditional tense or
forward-looking terms, such as “consider”, “envisage”, “think”, “believe”, “wish”, “may”, “might”, “could”, “would” “should”, “will”,
“possible”, “potential”, “expect”, “intend”, “aim”, “anticipate” “estimate”, or “continue”, or, as the case may be, the negative form of
those terms, or any other terms with a similar meaning, or the use of future dates. Although these forward-looking statements and
information are based on data, assumptions and estimates that the Company considers reasonable as at the date of this Universal
Registration Document, it cannot guarantee that the objectives or forecasts described will actually be achieved. Furthermore, such
information and forecasts may change as a result of uncertainties, relating notably to the fluctuations inherent in any business activity
and the economic, financial, competitive and regulatory environment. The information concerned is set out in various sections of
this Universal Registration document and relates to the Group’s intentions, estimates and objectives regarding, inter alia, its market,
strategy, growth, earnings, financial position and cash flows. The Company does not give any undertaking to update or revise the
objectives, outlook or forward-looking information contained in this Universal Registration Document, except where required under
the applicable laws or regulations. Moreover, the occurrence of certain risks described in Chapter 2, “Risk Factors”, of this Universal
Registration Document could have an impact on the Group’s business and its ability to achieve its objectives. All of the forward-looking
statements contained in this Universal Registration Document are qualified in their entirety by this disclaimer.

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