Expert Corporate Governance Service (ECGS)
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Iliad - AGM 21 May 2019

We note that in April 2019, Iliad's Chairman (Maxime Lombardini, its CEO until 21 May
2018) has been fined €600,000 for insider dealing over his sale of shares in the telecoms
company weeks before they dropped during the failed 2014 takeover approach for T-
Mobile USA. Iliad must pay €100,000 “for breach of its disclosure requirements”

ITEMS 6-14: The Company granted performance shares to its Chairman and executive
officers for 2018. The company’s disclosure on their performance conditions is very good
as targets to be achieved are disclosed. However, 50% of performance shares depend
on short-term performance measurement period, which respects neither our Guidelines,
nor the market practice.

ITEMS 15-17: the company does not propose a different remuneration policy for the
Chairman. Hence, he could benefit from the LTI grant. Granting performance shares to a
Chairman, which has no executive responsibility or operational role in the Company, is
not acceptable as vesting depends on operational performances of the Group. Such type
of remuneration should only be granted to executives.
Moreover, this remuneration policy does not comprise any information that could allow
shareholders to estimate amounts and structure at stake for 2019. This is not acceptable.

Iliad S.A.

Iliad is an operator in the French internet access & telecommunications markets. Co. divides its operations into three business segments: Broadband, Traditional Telephony, and Retail Telecom. Broadband includes Internet service provider operations, hosting services, user assistance operations & operations related to the rollout of the FTTH (fiber-to-the-home) network. Traditional Telephony includes switched landline telephony (One.Tel and Iliad Telecom), directory services (mainly the ANNU reverse look-up directory accessible by Minitel, telephone, Internet and SMS text messaging) and e-commerce operations ( Retail Telecom offers various mobile phones & services to customers.


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