ILIAD : Registration document and financial report

ILI2015_DRF_EN.indb

Registration Document Annual Financial Report

Contents

1.1	Person responsible for the Registration Document	4	15.1	Directors' and officers' compensation	98
1.2	Statement by the person responsible	15.2	Agreements entered into by the Company or members
for the Registration Document	4	of the Group with the Company's executive officers
1.3	Person responsible for financial information	4	or principal shareholders	109
1.4	Provisional timetable for financial communications	4	15.3	Loans and guarantees granted to members of the Company's administrative or management bodies	109

1. PERSONS RESPONSIBLE 3
2. AUDITORS 5

3. Statutory Auditors 6

4. Alternate auditors 6

5. Fees paid by the Group to the Statutory Auditors

and members of their network 7

SELECTED FINANCIAL INFORMATION	9	bodies	115
Key figures for 2015	11	16.3	Corporate governance bodies	116
Principal financial indicators	12	16.4	Internal control	119

3
1. RISK FACTORS 13

   4.2	Risks relating to the Group's activities	15	17.1	Human resources data	122
   4.3	Financial risks	17	17.2	Environmental information	132
   4.4	Legal risks	18	17.3	A responsible enterprise	138
   4.5	Risks relating to claims and litigation	21	17.4	A good corporate citizen	142

2. Risks relating to the Group and its structure 14

   4.6 Insurance and risk coverage 22

3. INFORMATION ABOUT THE COMPANY

   5.1	History and development	24
   5.2	Capital expenditure	27

   AND THE GROUP 23
4. OVERVIEW OF THE GROUP'S BUSINESS 29

5. Principal markets 30

6. Principal activities 32

7. Exceptional factors which have influenced the Group's principal activities or principal markets 39

8. The Group's degree of dependence 40

9. Basis for statements made by the Group regarding

   its competitive position 40

10. Regulatory framework 41

    7.1	Brief description of the Group	48	20.4	Litigation and arbitration proceedings	223
    7.2	Group organization chart at December 31, 2015	49	20.5	Significant changes in the Company's financial or trading position	223

11. ORGANIZATIONAL STRUCTURE 47
12. PROPERTY, PLANT AND EQUIPMENT 51

    8.2	Real estate	60	21.1	Share capital	226
    21.2	Bylaws	232
    ANALYSIS OF THE GROUP'S BUSINESS		21.3	The market for Iliad shares	235
    9	AND RESULTS		61	21.4	Liquidity contract	236
    9.1	Key consolidated financial data	62
    9.2	Overview	62	22	MATERIAL CONTRACTS		237
    9.3	Significant events of the year	67	22.1 Financial contracts		238
    9.4	Comparison of results for 2015 and 2014	69	22.2 Operating contracts		238
    9.5 Additional information 74 23 THIRD PARTY INFORMATION, STATEMENTS
    10	CAPITAL RESOURCES		75	BY EXPERTS AND DECLARATIONS OF INTERESTS		239
    11	RESEARCH AND DEVELOPMENT, PATENTS		24	DOCUMENTS ACCESSIBLE TO THE PUBLIC		241

13. Existing or planned material tangible fixed assets 52

1. COMPENSATION AND BENEFITS 97

   
   

2. OPERATING PROCEDURES OF THE COMPANY'S ADMINISTRATIVE AND MANAGEMENT BODIES 111

3. Organization of the Company's administrative

   and management bodies 112

4. Service contracts entered into between the Company and members of its administrative and management

5. CORPORATE SOCIAL RESPONSIBILITY 121

   The Iliad Group's commitment 122

   Note on methodology 145

6. MAJOR SHAREHOLDERS 151

7. Identification of shareholders 152

8. Voting rights of shareholders 153

9. Shareholders' agreements and undertakings 154

10. Arrangements which may result in a change in control

    of the Company 154

11. RELATED PARTY TRANSACTIONS 155
12. FINANCIAL INFORMATION CONCERNING THE COMPANY'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES 157

13. Consolidated financial statements for 2015,

    2014 and 2013 158

14. Parent company financial statements for 2015 203

15. Dividend policy 222

16. ADDITIONAL INFORMATION 225




AND LICENSES 77

1. Research and development 78

2. Intellectual property 78

1. TREND INFORMATION 79
2. PROFIT FORECASTS OR ESTIMATES 81
3. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT 83

4. Members of the administrative, management

   and supervisory bodies 84

5. Convictions, bankruptcy, conflicts of interest

   and other information 95

6. Directors' and senior managers' interests

in the Company and the Group 96




25 INFORMATION ON SHAREHOLDINGS 243 GLOSSARY 245 APPENDIX A 251 APPENDIX B 263 APPENDIX C 265 CROSS-REFERENCE TABLES 272




































































































2015 REGISTRATION DOCUMENT

ANNUAL FINANCIAL REPORT

This Registration Document contains all of the requisite items for the Annual Financial Report







In accordance with the General Regulations of the Autorité des Marchés Financiers (AMF), including Article 212-13, the original French version of this Registration Document was filed with the AMF on April 12, 2016.

This Registration Document may not be used in support of a financial transaction unless it is accompanied by a note d'opération (offering circular) approved by the AMF.

The English language version of this document is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions expressed therein the original language version of the document in French takes precedence over this translation.

Copies of this Registration Document can be obtained free of charge from the Company's registered office (16, rue de la Ville l'Evêque - 75008 Paris, France - Tel.: +33 1 73 50 20 00) and may also be viewed on the Company's website (www.iliad.fr) as well as on the website of the AMF (www.amf-france.org).




2015 Registration Document - 1




2 - 2015 Registration Document