Download the 2009 annual report in PDF format - ANF

egistration document 2009

PART I 

PART II 

PART III 

PART IV 

PART V 

PART VI 

DESCRIPTION OF THE BUSINESS 3 

1. Profi le 4 

2. Message from the Chairman of the Supervisory Board 4 

3. Interview with the Chairman of the Executive Board 5 

4. Strategy 6 

5. Property appraisal 8 

6. Highlights of 2009 10 

7. Lyons at the heart of the old city 11 

8. Marseilles at the heart of the Euroméditerranée project 14 

9. Developments a particularly rigorous investment strategy 18 

10. B&B covering the whole of France 20 

11. Sustainable development 21 

12. Information for shareholders 24 

13. Key Figures 25 

INFORMATION ABOUT ANF 27 

1. Income from operations 28 

2. Corporate governance 40 

3 Risk management, risk factors and insurance 73 

4. ANF and its shareholders 80 

5. Sustainable development 85 

6. Reports and information for the Shareholders’ Meeting 86 

CONSOLIDATED FINANCIAL STATEMENTS 119 

Consolidated fi nancial statements (under IFRS) 

for the fi scal year ended December 31, 2009 120 

Statutory Auditors’ Report on the consolidated fi nancial statements 150 

ANNUAL FINANCIAL STATEMENTS 153 

Annual fi nancial statements for the fi scal year 

ended December 31, 2009 154 

Statutory Auditors’ Report on the separate fi nancial statements 178 

PRO FORMA FINANCIAL INFORMATION 181 

OTHER GENERAL INFORMATION 183 

1. Persons responsible for the Registration Document 

and for the auditing of the fi nancial statements 184 

2. Other legal information 185 

3. Other information regarding the capital 

and the shareholding structure 189 

4. Other information regarding corporate governance 192 

5. Other information concerning the Group’s business 

and organisation 199 

6. Contacts and available fi nancial information 207

2009 Annual Report 

� 

The Registration Document comprises two parts, which should be read jointly: 

Volume I and Volume II. 

Pursuant to AMF General Regulations and in particular Article 212-13 thereof, 

the Registration Document was fi led with the AMF (Autorité des Marchés 

Financiers – Financial Markets Authority) on April 21, 2010. The Registration 

Document may only be used for the purposes of a fi nancial transaction if 

accompanied by a prospectus approved by the AMF. 

The Registration Document was prepared by the issuer and its signatories are 

responsible for its content. 

The Registration Document constitutes the annual fi nancial report for the year ended 

December 31, 2009, as specifi ed by Article L. 451-1-2 of the Monetary and Financial Code and 

Article 222-3 of the AMF’s General Regulations. 

Copies of the Registration Document can be obtained free of charge from ANF at 32 rue de 

Monceau, 75008 Paris, from the AMF website (www.amf-france.org) and from the ANF website 

(www.anf-immobilier.com). 

Contents 

ANF • 2009 ANNUAL REPORT 

1 

OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS

BUSINESS 

THE OF 

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Contents 

DESCRIPTION ANF ABOUT INFORMATION STATEMENTS FINANCIAL CONSOLIDATED STATEMENTS FINANCIAL ANNUAL INFORMATION FINANCIAL FORMA PRO INFORMATION GENERAL 

2 OTHER 

ANF • 2009 ANNUAL REPORT

DESCRIPTION 

OF THE BUSINESS 

1. PROFILE 4 

2. MESSAGE FROM THE CHAIRMAN 

OF THE SUPERVISORY BOARD 4 

3. INTERVIEW WITH THE CHAIRMAN 

OF THE EXECUTIVE BOARD 5 

4. STRATEGY 6 

5. PROPERTY APPRAISAL 8 

6. HIGHLIGHTS OF 2009 10 

7. LYONS AT THE HEART 

OF THE OLD CITY 11 

8. MARSEILLES AT THE HEART 

OF THE EUROMÉDITERRANÉE 

PROJECT 14 

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9. DEVELOPMENTS 

A PARTICULARLY RIGOROUS 

INVESTMENT STRATEGY 18 

9.1 Developments 18 

9.2 Completed developments 18 

9.3 Committed and secured developments 19 

9.4 Development programme 19 

10. B&B COVERING THE WHOLE 

OF FRANCE 20 

11. SUSTAINABLE DEVELOPMENT 21 

12. INFORMATION 

FOR SHAREHOLDERS 24 

13. KEY FIGURES 25 

OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS 

BUSINESS 

THE OF 

Contents 


ANF • 2009 ANNUAL REPORT 3 OTHER

4 

DESCRIPTION OF THE BUSINESS 

Profi le 

1. Profile 

ANF is a major real estate operator in the Lyons and Marseilles city 

centres as well as also holding a large portfolio of hotel properties 

in France. 

Appraised at €1,504 million as of December 31, 2009, ANF’s real 

estate assets are comprised of buildings covering 260,000 square 

metres, around 130,000 square metres in new developments and 

166 hotel properties leased to France’s third largest hotel chain, 

B&B. The properties break down as follows: 

• Lyons city centre: 56 mixed-use Haussmann-style properties 

(49% retail premises, 22% residential units and 29% offi ce 

space)*. 

• Marseilles city centre: 179 mixed-use Haussmann-style 

properties (37% retail premises, 38% residential units, 16% 

offi ce space and 9% other)*. This prime city centre location 

with a heavy retail component – in high-growth potential cities 

* As a percentage of rental income. 

2. Message from the Chairman 

of the Supervisory Board 

Chairman of the Supervisory Board 

Alain Hagelauer 

In 2009, ANF showed its resilience, coming through this recession 

period in a business sector where the downturn was slower and to 

date not as strong as in other areas. 

This performance was notably based on the balanced and 

diversifi ed nature of its real estate assets, which provide it with a 

real level of protection, but also on pushing forward with a strategy 

of ongoing economic and fi nancial development that is sustainable, 

profi table and prudent. 

In addition, although the outlook for a recovery in the real estate 

market looks pretty grim for 2010 and not much brighter for 2011, 

the Company’s business model should continue to generate 

satisfactory levels of operating income. 

So, for example, the hotel portfolio leased to the B&B budget hotel 

chain, which generates close to half of ANF’s revenue on a recurring 

basis and over half its operating margin is a key factor to long-term 

profi tability and helped consolidate appraisal values compared to 

the prior year. 

Similarly, the city centre concentration of the real estate assets in 

Lyons and Marseilles in attractive locations and the quality product 

offering are further positives enabling the renewal of leases on better 

terms compared to prior rent levels. 


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– and the diverse tenant base means that ANF’s rental income 

is particularly protected against any decline in consumption and 

able to withstand economic diffi culties. 

The portfolio of hotel properties spread across France is leased 

(minimum 12-year terms, expiring in 2019) at fi xed, indexed rents, 

providing a steady, secure stream of rental income. 

By virtue of their diversity, ANF’s real estate assets thus provide 

it with a sound and resilient base. Listed on Euronext Paris 

(compartment B, ISIN FR0000063091), ANF opted for SIIC status 

in 2006 and its majority shareholder Eurazeo complies with the 

obligations associated with this regime. Eurazeo, which held 

59.24% of the capital at the date of drafting of the Registration 

Document, is the principal shareholder and ensures the stability of 

the Company’s shareholding structure. 

As regards risks of fi nancial deterioration, while they clearly exist 

they have been well identifi ed and controlled by the Company’s 

teams, who manage them on a rigorous and systematic basis to 

correct or attenuate any negative effects. Our challenges include, for 

example, the relatively high vacancy rate in the Marseilles residential 

real estate assets, which it wasn’t possible to bring down over the 

year, but which didn’t rise either despite the worsening situation for 

tenants in terms of jobs and salaries. The positive, however, was 

that departures were offset by new rentals at higher rents, even if 

turnover was a little up on previous years. 

It was the same story in the retail sector with few stores beating their 

revenue targets, something that would have triggered rent increase 

clauses. Thankfully closures were also few and far between and 

were quickly offset by the arrival of new tenants. 

It should be emphasised that in this sector and with a view to 

underpinning store sales levels, ANF moreover regularly contributes 

to fi nancing various local promotional drives built around the major 

annual events, to reaffi rm its role as an active partner committed to 

the same retail development goal. 

Managed in that way, ANF’s business model can be termed both 

defensive, by safely navigating challenging economic times, but also 

a generator of income and cash fl ow, making possible the pursuit of 

a selective and prudent growth strategy, the continued payout of a 

substantial dividend while keeping debt ratios amongst the lowest 


of listed real estate companies having published their results as of 

the date of fi ling of the Registration Document. It should thus be 

possible to fi nance and develop the major land reserves held by the 

Company on the best possible terms. 

The Supervisory Board will continue to actively help and continually 

support ANF’s Executive Board and teams, who are effectively and 

3. Interview with the Chairman 

of the Executive Board 

Chairman of the Executive Board 

Bruno Keller 

What impact did the crisis have on ANF’s 

business in 2009? 

One of ANF’s core strengths is the diversifi cation of its real estate 

assets and rental income: 22% offi ce areas , 30% residential units 

and 42% retail premises (other: 6%). Thanks to this diversifi cation, 

with major retail and residential components, which are the most 

resilient segments during a crisis, ANF has been able to come 

through this challenging period rather well. Offi ce real estate, in 

particular in Lyons, held up particularly well. The vacancy rate, 

excluding voluntary vacancies as part of larger redevelopment 

plans, didn’t rise and the level of bad debts remained contained. 

Furthermore, 50% of total rental income comes from secured 

leases with minimum fi xed terms, signed with B&B in 2007. 

Isn’t poor stock liquidity one of ANF’s weak 

points? 

Improving stock liquidity has been one of the key concerns of ANF’s 

management over the past two years. In 2009, we increased the 

number of roadshows and individual investor meetings, both in 

France and abroad. We thus met close to 150 different investors. 

In parallel, we considerably expanded our fi nancial communications 

on ANF’s business, results and the outlook. This resulted in a 

threefold increase in average stock trading volumes in 2009. We 

will obviously continue this policy in order to improve stock liquidity. 


Interview with the Chairman of the Executive Board 

dynamically taking the necessary actions in response to the weak 

and uncertain economic climate, while pushing forward with new 

developments, optimising asset rotation and providing a sustainable 

and profi table basis for the Company’s growth. 

Are we seeing a lasting climb in appraisal 

values? 

Like all real estate companies, ANF’s appraisal values as of June 30, 

2009 were down on the back of the higher capitalisation rates used 

by appraisers. In H2, the quality of the assets, the climbing rents 

and their recurring nature, in particular thanks to the fi xed rents 

from the B&B hotel portfolio, made possible a 2% rise in appraisal 

values at constant scope. It will obviously be for the appraisers to 

take a view in 2010 but the intrinsic qualities of ANF’s portfolio and 

the announced further rise in rents on the back of the renegotiation 

of leases and the completion of certain developments should be 

positive for the appraisals in 2010. 

Chief Operating Offi cer 

Xavier de Lacoste Lareymondie 

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You’re talking about a 10% rise in ANF’s 

revenues in 2010. What is the basis for this? 

ANF’s strategy has always been built around maximising the value of 

its real estate assets, in particular in Marseilles, the upward revision of 

retail leases and the development of its land reserves. This strategy, 

which has been unchanged from the outset, will be continued in 

2010 and should once again make possible an increase in rents of 

around 10% and an improvement in the operating margin, given the 

retail leases that are up for review in 2010 and the completion of 

two new developments towards the end of 2010, the full impact of 

which will be seen in 2011 rental income. 

What are the main challenges for 2010? 

One of the sources for increasing rental income over the coming 

years notably involves cutting vacancies across the residential 

units in Marseilles. This vacancy, which is long-standing, on its own 

represents potential additional rental income of around €3 million. 

In 2010, we are going to make every effort to identify permanent 

solutions to eliminate this vacancy over the coming years, by 

identifying new niches such as, for example, the creation of small 

residential units for students or possibly serviced housing, for which 

there is strong demand. 


5 

OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF OF THE BUSINESS

6 


Strategy 

4. Strategy 

In 2005, three things were clear: 

Firstly, existing rent levels were below market benchmarks, 

particularly in Lyons in the retail sector. This low rent situation was 

accentuated by a high level of residential vacancies in Marseilles. 

Secondly, the Lyons and Marseilles properties were located in 

extremely attractive areas. In fact, rue de la République in Lyons 

represents a leading retail thoroughfare, with a substantial and 

steady fl ow of pedestrians. In Marseilles, rue de la République runs 

from the Vieux-Port – the main tourist and historic district – to the 

new Joliette district opening out into Euroméditerranée. 

Finally, these two streets in Lyons and Marseilles have very strong 

potential due to the strong growth of these two cities. Lyons in 

effect positions itself as a regional capital with boundaries extending 

beyond France. Marseilles, on the other hand, has seen renewed 

Enhancing the value of properties 

The potential for rent increases represents a major store of rental 

income growth. The table opposite shows the breakdown by 

asset segment and city of the additional income expected from the 

progressive upward review of leases as they expire. In total, this 

represents close to an additional €9 million that should materialise 

by 2014. 

In Marseilles, the marketing of ground fl oor retail premises in less 

than two years was a success. ANF has supported the installation 

of its tenants by means of variable rents, based on store revenues, 

with ANF being guaranteed a minimum rent. The opening of retail 

premises on rue de la République in Marseilles has been confi rmed 

Planned developments 

ANF has begun to enhance the value of its land reserves in 

Marseilles by putting together value-creating developments. ANF’s 

goal is to generate a return on invested capital of over 8%, with 

the additional rental income from these developments thus being 

around €29 million. 


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growth, notably since the launch in 1995 of the Euroméditerranée 

urban renewal and economic development plan, but more recently 

on the back of the decision of EU culture ministers to endorse 

Marseilles as European Capital of Culture in 2013. 

Since then, ANF has been able to implement its strategy of 

increasing rents in two key ways: fi rstly, by restructuring its properties 

and secondly by renovating them. On top of this, the land reserves 

have been put to work, with ANF carrying out major developments. 

This strategy should enable ANF to increase its rental income by 

around €41 million within 5 years at constant scope and thereby 

raise it to around €106 million by 2014. Since 2005, rental income at 

constant scope has risen by over 50%, while overheads have been 

optimised. As a result, EBITDA margin was up 2.5 points to 80% in 

2009. The Company’s goal is to achieve EBITDA margin of around 

85% by 2014. Debt levels should remain under 40%. 

by rising rents in this segment, as regards the guaranteed portion 

of the rent. 

On top of this will come the cutting of residential vacancies, which 

remains a major challenge for ANF. The start of renovation work on 

properties located in the mid-section of the street should make it 

possible to market this surface area. The Company could ultimately 

generate an additional €3 million in rental income when re-letting 

these units at market rents. 

Across Lyons and Marseilles, ANF still has 167 leases under the 

1948 regime. These 15,234 square metres currently generate 

average rent of around €4.10 per square metre per month. 

The challenging economic climate has meant that ANF is taking a 

cautious approach to its planned developments. First and foremost, 

ANF has obtained all the necessary permits to carry them out, but 

above all, ANF endeavours to fi nance and market a development 

before starting to build. The total budget for the work thereby 

planned is €335 million, €58 million of which relates to developments 

underway. 


Furthermore, as part of its asset rotation policy, in 2009 ANF 

already began a disposal programme involving a total of close to 

€100 million over 3 years. The fi rst year of this programme was 

successfully concluded with the effective disposal of €55 million 

worth of buildings at prices in line with those in the December 2008 

appraisals. 

The assets sold involved properties in areas that are not strategic for 

ANF. It mainly involved predominantly residential buildings, thereby 

making it possible to rebalance the portfolio. Finally, the disposal of 

buildings with a large number of vacant units in Marseilles may help 

cut the vacancy rate and enable the Company to reinvest in betterperforming 

assets. 

RENT FORECASTS FOR 2014-2015 * 

€ thousands 

110 

100 

90 

80 

70 

60 

50 

40 65 

30 

20 

10 

0 

2009 Rents 

Vacancy 

Lyon Reversion 

* At constant scope. 

3 


4 

4 

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1 

Marseille Reversion 

Loi 48 

5 

Ongoint devmt. 

New devmt. 

Contents 

11 

13 

Restructuring 

106 

Target 

Strategy 


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8 


Property appraisal 

5. Property appraisal 

ANF’s real estate assets were appraised by two independent 

appraisers at €1,504 million excluding transfer taxes as of 

December 31, 2009, compared to €1,497 million excluding transfer 

taxes as of June 30, 2009 and €1,544 million excluding transfer 

taxes as of December 31, 2008. 

This sum broke down into €417 million in Lyons, €613 million in 

Marseilles and €474 million for the B&B hotel properties. Adjusted 

for changes subsequent to the drafting of the appraisal reports 

(disposal of apartments in Marseilles and carrying out of work on 

the B&B hotels), the value of ANF’s real estate assets stood at 

€1,504 million excluding transfer taxes as of December 31, 2009, 

breaking down into €417 million in Lyons, €611 million in Marseilles 

and €476 million for B&B. 

The value of the real estate assets was up 2.2% at constant scope 

compared to the appraisal values as of June 30, 2009, and down 

1.2% at constant scope on those as of December 31, 2008. 

The various developments in Lyons and Marseilles, which are 

scheduled to be completed between 2010 and 2014, were 

appraised at €198 million as of December 31, 2009, up 6% over 

the 12 months. ANF’s prudent investment policy – in particular 


the putting in place of leases before building – is thus valued by 

the appraisers, confi rming the strategy employed. The appraisers 

decided to keep overall capitalisation rates at the same levels as in 

June 2009. 

This rate stability was made possible as a result of: 

• the rise in rents; 

• the intrinsic quality of the Haussmann-style properties; 

• the exceptional city centre location. 

The strength of B&B’s model, France’s third largest budget hotel 

chain – attested by the improved operational performance – as well 

as the secured nature of the leases meant that it has been possible 

to stabilise capitalisation rates since June 2009. The rise in rents 

thus led to a slight increase in the portfolio value, at constant scope. 

The change in value between June 30, 2009 and December 31, 

2009 stemmed from: 

• the increase in value as a result of the €49 million invested; 

• the €46 million decline as a result of disposals; 

• the €5 million change in fair value. 

(€ thousands) December 31, 2009 December 31, 2008 Change 

Lyons-Buildings 344,191 379,059 -9% 

Marseilles-Buildings 487,534 511,193 -5% 

Buildings 831,725 890,243 -7% 

Developments 198,362 187,105 +6% 

City centre 1,030,087 1,077,348 -4% 

B&B 473,570 466,200 +2% 

ANF’s real estate assets 1,503,657 1,543,548 -3% 

Chosen gross capitalisation rates excluding transfer taxes: 

The 3rd edition of the real estate appraisal code drawn up at the behest of the IFEI (Institut Français de l’Expertise Immobilière – French Real 

Estate Appraisal Institute), defi nes the percentage gross capitalisation rate as the ratio of gross income from the property to its disposal price 

excluding expenses and transfer taxes, or its market value. 

December 2009 range June 2009 range 2008 range 

Marseilles 

Offi ces 7.20% 8.00% 7.20% 8.00% 6.65% 7.45% 

Retail premises 6.00% 8.00% 5.85% 8.00% 5.75% 7.70% 

Residential units 4.80% 5.60% 4.50% 5.60% 4.00% 5.05% 

Residential 1948 Regime 2.40% 5.30% 2.10% 5.30% 2.15% 4.80% 

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Property appraisal 

December 2009 range June 2009 range 2008 range 

Lyons 

Offi ces 6.90% 7.70% 6.90% 7.70% 6.25% 7.20% 

Retail premises 5.75% 6.40% 5.75% 7.45% 5.45% 6.90% 

Residential units 4.80% 5.20% 4.50% 5.20% 3.45% 4.65% 

Residential 1948 Regime 2.40% 4.95% 2.15% 4.95% 1.85% 4.40% 

Values per square metre 

as of 12/31/09 Lyons 

Values per square metre 

as of 12/31/09 Marseilles 

Segment 1 Other 

Offi ces €2,546-€2,554 per square metre €2,033-€2,104 per square metre €1,135-€2,015 per square metre 

Retail premises €12,169-€12,736 per square metre €7,574-€9,683 per square metre €4,146-€5,421 per square metre 

Residential units €2,248-€2,499 per square metre €2,501-€2,622 per square metre €1,503-€2,177 per square metre 

Method: 

ANF uses Jones Lang LaSalle and BNP Paribas Real Estate 

Expertise, two nationally recognised appraisers. They were formally 

appointed in 2007 for a four-year term, with two appraisals being 

carried out per annum. The appraisers use the 3rd edition of the 

real estate appraisal code drawn up at the behest of the IFEI. Each 

appraiser looks at around half of ANF’s real estate assets, split as 

follows: 

• Haussmann-style properties in Lyons and Marseilles are split 

pretty equally between the two appraisers to ensure consistency 

of valuations; 

• the hotel portfolio is split in two and each appraiser takes half of 

the 166 hotels. 

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The Haussmann-style properties are appraised by means of both 

the comparison and capitalisation methods. 

Developments are appraised using two methods depending on 

their nature. Where they involve development on land owned by 

ANF the developer balance sheet method is used whereas the 

capitalisation and comparison method is used for major property 

restructuring. The hotels are appraised using the net income 

capitalisation method, as the discounted cash fl ow method isn’t 

appropriate due to the long length of the leases and the fi xed nature 

of the rents. During the December 31, 2009 appraisals no building 

was reclassifi ed (investment, operating). 

The appraisal reports drawn up by Jones Lang LaSalle and BNP 

Paribas Real Estate Expertise are included in Section VI “Other 

general information” of Volume II of the Registration Document. 


9 


10 


Highlights of 2009 

6. Highlights of 2009 

Sustainable development 

ANF has switched to a sustainable development approach in order 

to take on board the environmental impact of its business and get 

ahead of new regulations in this fi eld. In this regard, the fi rst thing 

that was done was the carrying out of an energy assessment of 

certain buildings. 

SIIC status 

In January 2006, ANF opted for the SIIC tax status, enabling it to 

enjoy a tax exemption subject to certain conditions. ANF’s main 

shareholder brought itself into line with the requirements of the SIIC 

regime, enabling ANF to increase its fl oat and improve its stock 

market profi le even further. As of December 31, 2009, Eurazeo held 

59.24% of ANF. 

Greater liquidity 

During 2009, ANF continued its investor relations drive, particularly 

endeavouring to meet a large number of investors and fi nancial 

analysts. These efforts resulted in a very substantial increase in 

liquidity, rising threefold within 12 months. The daily trading volume is 

now around 7,000 (source: Bloomberg from 01/01/09 to 12/31/09). 

Planned developments in Marseilles: 

Completion of Adagio 

The new tourist accommodation on rue de la République (142 

units) was completed on schedule in October 2009. Two other 

developments will be completed in 2010 (Forbin and Fauchier). 

Opening of the second Starbucks in Lyons 

and approval for the Marseilles one 

The Starbucks Coffee chain opened its second coffeehouse in 

Lyons, rue de la République, in the pedestrian zone. A lease for 

the fi rst Starbucks coffeehouse in Marseilles was agreed with the 

opening planned for H1 2010. 


Further increase in rental income 

Rents continued to rise in 2009, despite the challenging economic 

climate. Annual rental income was thus up 10% at constant scope 

to €65 million. In Lyons and Marseilles, rents were up 12% refl ecting 

the dynamism of these two cities and the resilience of ANF’s real 

estate assets. 

Rise in appraisal values in H2 

The rise in capitalisation rates in H1 2009 resulted in lower values. 

The appraisers felt that for H2 the rates should remain unchanged 

given the quality of the real estate and the continued rise in rents. 

The real estate value rose 2% at constant scope in H2 2009. 

Lower borrowing cost 

3-month Euribor averaged 0.73% in 2009. ANF benefi ted from this 

situation by cutting its borrowing cost by close to 30 basis points. 

Asset rotation 

Asset disposal is a key part of ANF’s strategy. In 2009, €55 million 

in assets were disposed of at prices in line with the market, in 

accordance with the three-year plan. 

B&B Partnership 

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Entered into in 2007, the partnership with B&B sees ANF supporting 

the hotel chain by paying for upgrading the hotels – switching to 

the new concept – as well as with the acquisition of new hotels. In 

2009, ANF invested €35 million in the partnership, €21 million of 

which was for the acquisition of 5 new hotels. 


7. Lyons at the heart of the old city 

ANF’s real estate assets in Lyons, located on rue de la République, 

consist of high-quality Haussmann-style properties of about 

Lyons real estate assets 

ANF’s real estate assets in Lyons, located on rue de la République, 

consist of high-quality Haussmann-style properties of about 

88,000 square metres, with retail premises on the ground fl oor and 

offi ces and residential units above them. At the heart of the old City 

of Lyons, recognised in 1998 as a UNESCO World Heritage Site, rue 

de la République is one of the main thoroughfares in the Presqu’île. 

It runs for a kilometre from Place Bellecour to City Hall, and is one 

of the longest pedestrian streets in Europe. It is well served by 

Surface area 30,000 square 

metres. 


Lyons at the heart of the old city 

88,000 square metres, with retail premises on the ground fl oor and 

offi ces and residential units above them. 

public transport and houses a number of high-quality chains and 

shops, making it a particularly popular place during the day and at 

weekends. This atmosphere is enhanced by the presence of a large 

number of coffeehouses and restaurants, and also by major cultural 

venues (such as the Opéra, Musée Saint-Pierre and Théâtre des 

Célestins). With some 2,000 retail premises, Presqu’île is the retail 

heart of the Lyons area. 

Offi ces Retail premises Residential units Total Planned 

developments 

25,000 square 

metres. 

33,000 square 

metres. 

88,000 square 

metres. 

No. units 190 142 354 

Occupancy rate* 99% 98% 78%** 

2009 rents (€ thousands) 

Other = 88 

4,570 7,840 3,464 15,963 

* Includes technical vacancy and ongoing work. 

** Surface areas left vacant for the TAT and Mansard-style attic space developments. 

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36,500 square 

metres. 


11 


12 



During 2009, the properties located on rue de la Charité and rue Gentil were disposed of for a total of €23.9 million. The property complex 

held in partnership with Gecina, cours Gambetta, was also sold. ANF had the following real estate assets in Lyons as of December 31, 2009: 

3 rue de la République 










53 rue de la République (1) 







11 rue Confort 

13 rue Confort 

3 rue Stella (1) 

1 Premises in co-ownership. 

2 Concessions. 


13 rue des Archers 

15 rue des Archers 

17 rue des Archers (1) 

17 rue Neuve 

Parc de la Bourse (2) 

Parc Fosse aux Ours (2) 

57 Passage de l’Argue (1) 

43-45 rue Grenette 

9 rue Jean de Tournes 












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34-36-38 rue de la République 

40-42 rue de la République 






12 rue Mulet 

44 rue Henri Germain 

46 rue Henri Germain 

24 rue Thomassin (1) 

18-20 rue Thomassin 

Parc Saint Georges (2) 

Parc Grôlée (2) 

Parc de la République (2) 



22 rue Thomassin 

Rue des Quatre Chapeaux 


ANF’s goal is to maintain the high quality of its real estate assets. 

To achieve this, lobbies and stairways are regularly upgraded. 

ANF has also acted ahead of the regulatory deadlines as regards 

the upgrading of all its elevators. Finally, façade renovation work 

continued in coordination with Architecte des Bâtiments de France, 

with the whole façade at 48-50 rue de la République being renovated 

in 2009, bringing the total number of properties renovated since 

2005 to 25. 

In the case of residential properties, ANF’s 436 apartments 

(33,000 square metres) are currently rented or undergoing work. 

There are no apartments on the market. 

ANF continued its programme of residential renovation work, 

involving 44 apartments. The 6,400 square metres re-let in 2009 

command an average rent of €12.44 per square metre, in line with 

the average Lyons market rent of €11 per square metre (source: 

Jones Lang LaSalle). This price should be set against the average 

rent of €10.30 per square metre for the apartments with leases 

expiring by 2013. At December 31, 2009, 8,630 square metres 

in residential leases were scheduled to expire by 2013, ultimately 

representing potential additional rental income of €0.1 million. ANF 

also continued work on 39 social housing units. 

There is strong demand for ANF’s 30,000 square metres of offi ce 

properties in a much sought-after area, with the unique setting 

of the Presqu’île infl uencing rent levels. In fact, a large number of 

companies are looking for Haussmann-style properties in the heart 

of the city centre area, attracted both by image considerations 

and the activity of the area. The average surface area of offi ces 

marketed by ANF is around 158 square metres, mainly rented 

to private practitioners. This strong demand has meant that it 


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has been possible to keep market rents between €220-€250 

per square metre (before VAT and expenses) for air-conditioned 

renovated units. Average rents for new lets in 2009 for ANF were 

€221 per square metre (before VAT and expenses). 

As of December 31, 2009, 11,190 square metres in residential leases 

were scheduled to expire by 2013 and are leased at an average 

of €135 per square metre (before VAT and expenses), ultimately 

representing potential additional rental income of €0.7 million. The 

average market rent is over €200 per square metre (before VAT 

and expenses). Rue de la République is the leading retail location 

in Lyons and still enjoys very strong demand. The vacancy rate 

is non-existent and the turnover rate minimal (5% annually). For 

its 25,000 square metres of retail premises, ANF has developed 

a replacement strategy that favours the installation of stores that 

draw pedestrians. Following a fi rst Starbucks in 2007 and Monop’ 

in 2008, Esprit and a second Starbucks opened in 2009. 

Rue de la République, with revenue of over €200 million, is the 

leading retail thoroughfare in Presqu’île, far ahead of rue Edouard 

Herriot and rue Victor Hugo (source: JLL and CBRE). As of 

December 31, 2009, 11,636 square metres in retail leases were 

scheduled to expire by 2013, ultimately representing potential 

additional rental income of €3.2 million. As part of its lease renewal 

policy, ANF has always sought a balanced solution for both parties. 

Although legal action did have to be taken in some cases, ANF’s 

approach has generally been confi rmed. Rue de la République 

market values are between €700 and €2,300 per square metre in 

zone A (source: Jones Lang LaSalle). 

In 2010, ANF will continue to actively participate in strengthening 

the attractiveness of rue de la République. 


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14 


Marseilles at the heart of the Euroméditerranée project 

8. Marseilles at the heart 

of the Euroméditerranée project 

ANF’s real estate assets in Marseilles, which are for the most part located around rue de la République, consist of close to 172,000 square metres 

of high-quality mixed-use Haussmann-style properties and of land reserves at the heart of the Euroméditerranée district. 

Marseilles real estate assets 

ANF’s real estate assets in Marseilles, which are for the most 

part located around rue de la République, consist of close to 

172,000 square metres of high-quality mixed-use Haussmannstyle 

properties. This unique quality comes on top of the 

Company’s ownership of land reserves right at the heart of the 

Euroméditerranée district. 

At the heart of the Euroméditerranée project, the whole of rue de la 

République has been renovated façade by façade, with pavements 

widened, 200 trees planted and new urban furniture installed. 

Rue de la République is close to stations on the two metro 

lines, and service has been improved since July 2007 with the 

Surface area 30,000 square 

metres. 


commissioning of the Blancarde – Euroméditerranée Gantes tram 

line. An 800-space car park, opened in 2008, allows Marseilles 

residents to shop without being concerned about parking. 

This artery linking the Vieux-Port to the new La Joliette district is a 

main thoroughfare between the historic centre of Marseilles and the 

expanding business and tourism district. 

In 2009, the properties located on boulevard Baille and avenue du 

Prado as well as the Massabo land (social housing) were disposed 

of for a total of €2.8 million. 

Offi ces Retail premises Residential units Total Planned 

developments 

42,000 square 

metres. 

100,000 square 

metres. 

172,000 square 

metres. 

No. units 151 266 1,366 

Occupancy rate* 77% 85% 80%** 

2009 rents (€ thousands) 

Other = 1,629 

2,949 6,652 6,929 18,159 

* Includes technical vacancy and ongoing work. 

** Surface areas left vacant for development or compensation. 

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93,500 square 

metres. 


ANF had the following real estate assets in Marseilles as of December 31, 2009: 




13-15 rue de la République 



















1 rue St-Cannat 

15 rue St-Cannat 

1 rue de Suez 

17 rue Vincent Leblanc 








1 rue d’Anthoine 

11 bd Baille 

90 avenue Camille Pelletan 

139 avenue Camille Pelletan 

66 rue Chevalier Paul 

1 rue Chevalier Roze 













40 rue Fauchier 






























9 Quai de Rive Neuve 



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39 bd des Dames 








1 rue Euthymènes 

3 rue Euthymènes 

100 rue de l’Évéché 

50 rue Fauchier 

10 rue Félix Éboué 

57 rue de Forbin 




2 rue Fortia 

4 rue Fortia 

6 rue Fortia 

12 rue François Moisson 

35 avenue Robert Schuman 

99 avenue Roger Salengro 



209 rue de Rome 

7 rue St Victoret 

1 Chemin du Sablier 

16 rue Jean Trinquet 

1 place Sadi Carnot 




18 rue St Ferreol 

26 rue St Ferreol 

32 rue de Vacon 





15 


16 







4 rue des Consuls 





57 rue François Massabo 

57 rue Jean-François Leca 

7 rue Melchior Guinot 

92 terrain des enclos Peyssonnel 

94 terrain des enclos Peyssonnel 



34 rue des Phocéens 







35 rue Pavillon 


16 rue Plumier 





10 rue Pontèves 

12 rue Pontèves 

66 quai du Port 

14 rue Phytéas 




7 place du Général de Gaulle 

9 place du Général de Gaulle 

13 rue Gilbert Dru 

9 rue Grand Rue 



5 rue Henri Barbusse 

1 rue Henri Fiocca 

3 rue Henri Fiocca 

90 rue d’Italie 

37 rue Jean-François Leca 

5 place de la Joliette 

71 rue de la Joliette 



16 bis rue Lanthier 

1/1 bis rue Malaval 

30 rue Mazenod 

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14 rue de la Mure 

31 rue Paradis 







26 rue de Ruffi 

29 rue Ruffi 





2 rue Clary 

2 bis rue Clary 



13 bd Rabatau 

11 traverse Pomegues 

62 quai du Port 

20-22 rue Vincent Leblanc 

23 quai de Rive Neuve 



To return the buildings to their former glory, ANF has undertaken 

high-quality façade renovation. Since 2005, 57 properties with 

façades of 34,000 square metres have already been restored. The 

level of security offered by ANF refl ects modern-day requirements: 

secure, card-operated entry systems, double entry security doors in 

lobbies, and video or interphone. In the case of residential properties 

(1,366 apartments, 100,000 square metres), 200 units were rented 

on the open market in 2009 at an average of €12.07per square 

metre per month. 

The high vacancy rate in residential properties (23,400 square metres) 

represents a major value creation store for ANF. 

Most of this is located in the mid-section of rue de la République 

(segment 2). As the other owners have started to renovate their 

properties, it should prove easier to cut the vacancy. 

ANF has undertaken the renovation of a block (7,200 square 

metres) located in section 2 of rue de la République (between place 

Sadi Carnot and boulevard des Dames). Following work that should 

last between 6 to 8 months, the Company will have converted 

big apartments into small apartments targeted in particular at 

students. The additional rental income (included in potential for rent 

increases) stemming from the renovation of this block will be around 

€1.15 million. 

As of December 31, 2009, 35,163 square metres in residential 

leases were scheduled to expire by 2013 and are leased at an 

average of €7.12 per square metre. These leases ultimately 

represent potential additional rental income of €1.6 million. ANF has 

met its commitments to the city; 100 social housing units having 

thus been completed and fully rented with services comparable to 

those of housing units rented on the open market. As regards the 



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offi ce space (30,000 square metres), rue de la République benefi ts 

from the draw of Euroméditerranée, with continued high demand 

for spaces between 150 and 1,000 square metres. Accordingly, 

effective vacancy (excluding work and rotation) is almost nil. The 

rent levels are wholly in line with the market average. 

As of December 31, 2009, 7,862 square metres in offi ce leases 

were scheduled to expire by 2013 and are leased at an average 

of €121 per square metre. They ultimately represent potential 

additional rental income of €0.3 million. The retail redevelopment of 

rue de la République is at the heart of ANF’s strategy in Marseilles. 

This is an ambitious urban regeneration and renewal project for a 

street whose retail fortunes had deteriorated substantially. 

The marketing of the Vieux-Port – Sadi Carnot section made it 

possible to install high-profi le French and international chains 

such as H&M, Desigual, Mango, Hylton, Vertbaudet, Sephora, 

Sinéquanone, Celio, Esprit, Du Pareil Au Même, Triumph, Planet 

Jogging, Tally Weijl, Optic 2000 not to mention Temps des Cerises 

rue de la République. Crocs and H&M Kids opened in 2009. 

Starbucks plans to open its fi rst coffeehouse in Marseilles in H1 

2010. 

In addition, ANF will push forward with this marketing policy by 

undertaking restoration work in section 3 of rue de la République 

(between boulevard des Dames and place de la Joliette) as well as 

Pavillon-Vacon (located at place du Général de Gaulle). 

As of December 31, 2009, 10,883 square metres in retail leases 

were scheduled to expire by 2013 and are leased at €155 per 

square metre. At a conservative assumption of €350 per square 

metre when renewing the leases, these leases ultimately represent 

€2.1 million in potential additional rental income. 


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Developments a particularly rigorous investment strategy 

9. Developments a particularly rigorous 

investment strategy 

The putting together of real estate developments is an integral part of ANF’s value creation strategy. Close to 130,000 square metres in new 

developments on ANF’s land reserves will be completed by 2014. 

9.1 Developments 

The putting together of real estate developments is an integral 

part of ANF’s strategy to create value for its shareholders. Close to 

130,000 square metres in new developments on ANF’s land reserves 

or major restructurings will be completed over the medium-term. 

Such developments accordingly ensure a pipe-line of rental income 

growth over the coming years. ANF has adopted a particularly 

rigorous investment strategy with regard to the management of 

its developments. Accordingly, all developments are on land fully 

9.2 Completed developments 

ANF has already undertaken and completed three developments 

in Marseilles 

Mazenod, Marseilles 

This is a 446 space car park on 13 levels. The car park, only a 

short distance from the place de la Joliette, is in response to 

strong demand for parking spaces from the area’s companies 

and inhabitants. It was completed in Q3 2007. Total investment 

excluding land amounted to €9 million. 

5 place de la Joliette, Marseilles 

This offi ce and retail property is located on place de la Joliette 

and demonstrates ANF’s expertise in renovation. This mixeduse 

building, with 2,638 square metres of offi ce space and 


� 

controlled by ANF and in prime locations. Building work only begins 

once marketing has been partly or fully completed and fi nancing 

secured. ANF has never undertaken any speculative developments. 

These developments are fi nanced in part by a €250 million credit 

facility arranged in July 2007 on favourable terms. 

To round off the fi nancing, ANF also plans to arrange developmentspecifi 

c loans. It is in this way that the Forbin development was 

funded in partnership with the Marseilles bank Martin Maurel. 

530 square metres of retail premises, was completed in Q4 2007. 

Total investment excluding land was €6.2 million. 

Trinquet, Marseilles 

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ANF has built tourist accommodation at the heart of the 

Euroméditerranée district, which will contribute to the district’s 

revival. It is already leased to Adagio City Aparthotel (joint venture 

between the Pierre & Vacances Group and Accor) and contains 

142 tourist accommodation units, 20 residential units and 

141 underground parking spaces on three levels. It was completed 

in Q4 2009. The total investment was around €18.5 million. Rent 

is around €1.1 million and the residential component was sold at 

an average price of €4,000 per square metre including the parking 

spaces. 


9.3 Committed and secured developments 

Three developments are currently underway in Marseilles and Lyons. 

Taken together, these developments represent a total investment 

of around €57 million. These developments are partly fi nanced by 

means of a €250 million credit facility (Calyon) and by dedicated 

fi nancing of around €6 million provided by the Martin Maurel bank. 

Fauchier, Marseilles 

This new offi ce and residential programme, located close to place 

de la Joliette, will suit companies looking to be at the heart of the 

business district, as well as meeting demand from new residents 

working in the area. The development consists of 19,500 square 

metres of net fl oor space, breaking down into 13,000 square 

metres of offi ce space and 6,500 square metres of jointly-marketed 

residential units, plus a 305-space car park. Completion of the 

offi ces is scheduled for Q4 2010 with residential units following 

in H1 2011. A portion of the offi ce programme has been sold offplan 

and the other portion is already leased to a single tenant for 


9.4 Development programme 

A €268 million programme has been drawn up involving both the 

construction of new buildings on the Company’s land reserves 

and the complete overhaul of certain real estate blocks. The 

new developments (Rabatau, Rive Neuve, Block 34) have been 

granted the necessary permits (with the exception of Rive 

Neuve). In parallel, ANF is also completely overhauling certain 

real estate blocks (Dames, Block 25, Pavillon Vacon, TAT). 

A. Rabatau, Marseilles 

In this district adjoining Boulevard du Prado, ANF can build an offi ce 

building with a total surface area of around 3,900 square metres, 

within a period of 13 months. Rental income is estimated to be 

around €0.6 million. As part of this project, ANF is applying the HQE 

(Haute Qualité Environnementale – High Environmental Quality) 

standard with a view to having the building certifi ed. 

B. Rive Neuve, Marseilles 

The Rive Neuve project, located in the Vieux-Port district of 

Marseilles, is intended to renovate some 3,200 square metres of 

offi ce space and retail premises (442 square metres of which already 

existed) with rental income of around €0.7 million. It is anticipated 

that this work will take 18 months from start to fi nish. As part of this 

project, ANF is applying the HQE standard with a view to having the 

building certifi ed. 

C. Block 34, Marseilles 

Continuing its policy of actively investing in Marseilles, ANF will 

develop a programme consisting of around 26,000 square metres 

Forbin, Marseilles 


Developments a particularly rigorous investment strategy 

Close to place de la Joliette, ANF has started the construction of 

a 125 rooms hotel to be completed in Q4 2010. The hotel will be 

operated by the B&B chain, France’s third largest budget hotel 

chain. Rental income is expected to be around €0.6 million. 

Mansard-style attic space, Lyons 

ANF has identifi ed about 5,100 square metres of Mansard-style 

attic space that requires major renovation before being rented. This 

renovation should make it possible to create around 119 apartments 

completed between 2009 and 2011. This work is being carried out 

in close cooperation with Architecte des Bâtiments de France, 

in particular for the restoration of the façades and roofi ng. These 

spaces did not previously generate income. The fi rst renovated 

apartments were completed and rented in 2009. Total investment 

excluding land is about €15.0 million. 

of residential units, offi ce space, a hotel, a residence for the aged 

and retail premises (some of which may be sold off) on block 34, 

its land adjoining the new hospital. The offi cial permits connected 

with this project have all been cleared and the future rental income 

is estimated to be €4.0 million. 

D. Dames, Marseilles 

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On Boulevard des Dames, ANF will restore a Haussmann-style 

block with 10,000 square metres of retail premises and residential 

units. The rental income is expected to be around €1.3 million, 

following 24 months of work. 

E. Block 25 – Retail premises, residential units 

and offi ce space, Marseilles 

ANF merged a number of retail premises that are currently vacant 

and will redevelop them. This complex is located in the immediate 

vicinity of place de la Joliette and will be available following 

12 months of work. ANF will also renovate the offi ces and residential 

areas. Rental income is estimated to be around €2.8 million. 

F. Pavillon-Vacon, Marseilles 

Contents 

ANF is restructuring a central block with a surface area of about 

10,000 square metres: optimising residential units and altering the 

ground fl oor layout so as to create retail premises in this soughtafter 

area, close to rue Saint Ferréol. The fi nal portion of the work 

will be completed in 2010. Rental income is estimated to be around 



19 


20 


B&B covering the whole of France 

G. TAT project, Lyons 

Studies are underway with a view to restructuring a property 

complex of over 31,000 square metres. This could help increase 

the appeal of place de la République and attract new chain stores. 

This project also includes negotiations with Printemps, whose 

lease expired in 2006. At the request of the Lyons District Court, 

an expert report was drawn up with a view to setting a new rent 

applicable from the 2006 expiry, dated June 26, 2006. The Court 

should hand down its decision in Q3 2010. This project is expected 

to take 30 months and ultimately represents potential rental income 

of €7.0 million. The start date will depend on the outcome of the 

lawsuit with Printemps. 


H. Desbief, Marseilles 

As regards its plots, ANF has, together with a developer, looked 

at plans that fi t the development of this area. This study has 

led to a solution that will see the merging of the Ambroise Paré 

and Paul Desbief hospitals to create a new hospital at the heart 

of Euroméditerranée. ANF supported this major initiative by 

exchanging in 2008 its land on which the new 45,000 square metre 

hospital complex will be built for the land currently occupied by the 

Desbief hospital, close to place de la Joliette. When the current site 

of the Desbief hospital is vacated, ANF will then develop a mixed 

use programme (offi ce space, student housing, retail premises) of 

about 21,000 square metres of net fl oor space. The building permit 

for this project has already been granted and cleared. Following 

30 months of work, rental income could amount to €5.3 million. 

10. B&B covering the whole of France 

In 2007, ANF acquired a portfolio of 159 B&B hotel properties, France’s third largest budget hotel chain. The strength of the hotel locations, 

their visibility and ease of access, give real value to the portfolio of B&B hotel properties owned by ANF. 

B&B 

On July 23, 2007, ANF agreed to acquire a portfolio of 159 hotel 

properties from B&B (11,455 rooms) for €471 million, including 

transfer taxes and expenses (€450 million excluding transfer 

taxes and expenses). 

These hotels, spread across the whole of France, are operated by 

B&B, France’s third largest budget hotel chain. Triple net leases have 

been signed for an initial minimum period of 12 years, renewable 

twice at B&B’s behest, for fi xed, indexed rents amounting to an 

initial €27.3 million before VAT. At the end of the initial 12-year 

period, the lease will be renegotiated within limits that have already 

been contractually agreed. To fi nance this transaction, €182 million 

in long-term debt was arranged, with the balance being fi nanced 

by the October 2007 capital increase. This acquisition was 

accompanied by the signing of a partnership agreement, which 

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means that ANF can play an active part in the expansion of the B&B 

hotel chain for three years on the basis of a programme of identifi ed 

investments worth about €58 million. The B&B hotels are especially 

visible and are located near main road arteries while having easy 

access to road networks. This quality location gives true value to the 

portfolio of B&B hotel properties. 

In 2009, ANF acquired fi ve B&B hotels for €21 million. The 

€1.3 million in annual rental income is fi xed and linked to the ILC 

index (Indice des Loyers Commerciaux – Commercial Rent Index, 

published by INSEE). As part of the partnership agreement with 

B&B, ANF acquired four B&B hotels located in Lille, Valenciennes, 

Saint Denis and Arras. Outside the partnership agreement, ANF 

acquired one 46-room B&B hotel located in the Bourges region for 

€1.5 million excluding transfer taxes. 



(€ thousands) 2007 2008 2009 

Rental income 4,685 28,216 30,938 

(€ millions) 


Partnership 

agreement 2007 2008 2009 2010 

Refurbishment 30.5 11.7 13.8 5.0 

New hotels 27.2 3.4 19.2 4.6 

Outside the partnership 5.0 1.5 

The partnership entered into with B&B also stipulates that ANF 

will pay for work to improve the hotels acquired in October 2007. 

In the course of 2009, €13.8 million excluding VAT was invested 

representing close to €800,000 in annual rental income excluding 

tax and indexation. 

Over the year, the B&B rental income was indexed 0.84% to refl ect 

the annual change in the ILC index. Indexation represents a total of 

€0.2 million on an annual basis. Financing for the partnership with 

B&B is provided by a credit facility arranged in October 2007 at 

11. Sustainable development 

The construction sector is currently one of the main sectors 

targeted in discussions and plans regarding green development 

both in France and worldwide. 

Following the signifi cant rise in stakeholder awareness and recent 

regulatory developments, the real estate market is being transformed: 

energy regulation is increasingly ambitious, HQE certifi cation is 

being popularised for new buildings and refurbishments, “green 

ANF’s commitment 

ANF is a long-standing real estate investment company, with most 

of its assets consisting of Haussmann-style properties of high 

architectural quality. It takes a long-term view to the management 

of its real estate assets and this represents a key component to 

its business model. ANF strongly believes that the environmental 

challenges – control of energy consumption, improvement 

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a cost of Euribor +55 basis points. All the contractual obligations, 

both construction work and hotel acquisitions, are covered by a 

specially tailored credit facility. Furthermore, all the debt drawn 

down is at a fi xed rate of 4.94%. 

Since 2007, ANF has improved the fi nancial performance of its 

hotels by means of a proactive debt hedging policy. In fact, while 

the income from the hotels rose – mainly thanks to the impact of the 

2008 indexing – the marginal borrowing cost fell in tandem with the 

fall in interest rates. 

lease” projects encourage the rethinking of relationships between 

lessors and tenants and energy and health challenges are feeding 

into thinking on “green real estate value”. 

As a real estate investment company, ANF looks to play an active 

role in the transformation of the real estate sector and make its 

sustainable development commitments part of its day-to-day work. 

of comfort and health targets, urban integration – are key to 

understanding its business. More than a mere statement of intent, 

ANF is looking to make sustainable development tangible, and help 

drive the value of its real estate assets. All its employees are active 

in this fi eld and its policy is both economically viable and sustainable 

for its shareholders. 


21 

OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF ANF DESCRIPTION OF THE BUSINESS

22 



Focus on the real estate assets 

The HQE ® standard has progressively become a sustainable 

construction benchmark in France: since 2007 it has served as a 

template for all of ANF’s new developments, refl ecting its long-term 

management view as a real estate investment company. This initiative 

has been continually expanded since, and starting from 2009 ANF 

has almost systematically undertaken the HQE certifi cation of all 

its ongoing new programmes. The Rabatau development is a 

typical example. The development was launched at end 2006 with 

a view to sustainable construction but without at the same time 

targeting HQE certifi cation. Since then, ANF has decided to certify 

the development, which plans to create 3,900 square metres of 

offi ce and business space a stone’s throw away from Rond Point 

du Prado in Marseilles. Designed on a sound environmental footing 

since 2006, the main goals of the development are: 

• proper integration into its urban environment, notably through the 

construction of green terraces covering an area of 760 square 

metres immediately adjacent to the public transport; 

• a clean building site, limiting pollution and noise and recycling 

up to 70% of waste from the demolition and 50% from the 

construction; 

• energy management notably through the implementation of 

a centralised technical management (CTM) system and the 

automated management of the artifi cial lighting on the basis of 

available natural light; 

• optimal user comfort both in hygrothermal terms through 

the installation of double-fl ow ventilation but also in terms of 

acoustics and visual quality. 

• reduction of water consumption, by optimising the systems and 

equipment. 

ANF’s assets 

City centre location 

The bulk of ANF’s assets – Haussmann-style properties – are 

located in city centres, thereby enjoying exceptional access to 

public transport and also contributing to local economic dynamism. 

Transport being one of the main national energy challenges, the 

location of ANF’s properties is a major positive from an environmental 

perspective. 

Quality of real estate assets 

ANF’s real estate assets are its main resource, and that is why asset 

selection, management and renovation are driven by a constant 

search for quality. This quality is fi rst of all evident on an architectural 

level, in the interaction with the local community (local craftsmen, 

major regional groups) and the protection of the Haussmann-style 

properties. It can also be seen in the maintenance and ongoing 

improvement of the buildings: renovation of heating systems, 

windows, improvement of visual comfort, aesthetics of fi nishings… 


Jacket improvement, heating system effi ciency, renovation of 

façades and trim… 

Work on the existing assets is an integral part of ANF’s constant 

drive for quality across all its real estate assets, and more broadly of 

its responsibilities as urban stakeholder. Environmental criteria are 

already systematically included in the specifi cations for all renovation 

work: maximum performance of the heating system, requirement 

for a controlled mechanical ventilation system or indeed resolving 

heat loss through casements. These usage quality requirements are 

covered in parallel with in-depth work on the architectural quality of 

any Haussmann renovation. 

The Mansard-style attic space development, in Lyons, illustrates 

ANF’s expertise in Haussmann renovations. Begun in 2009, the 

work will make it possible to turn the previously vacant Mansardstyle 

attic space into 5,000 square metres of residential space right 

in the heart of Lyons: 20 apartments were completed in 2009 and 

32 will be completed in 2010. Work focussed on energy savings 

with high-performance insulation of the walls, roofs and rakes 

as well as the renovation of the casements and of the heating 

system. The acoustic treatment of the fl oors and the automation 

of the ventilation also made it possible to improve user comfort. 

This work was carried out in close cooperation with Architecte des 

Bâtiments de France, in particular for the restoration of the façades 

and roofi ng, done in a manner that respects the historic character 

of the buildings. 

The environmental solutions put together for the renovation of the 

old Haussmann-style properties represent a key aspect to ANF’s 

sustainable development action plan for 2010. 

Involvement of teams 

Taking a twin pragmatic and quality approach, its local teams 

have already undertaken a number of projects associated with 

environmental performance (low energy bulbs, motion detector 

sensors, renovation of façades…). The company-wide project 

launched in 2009 will make it possible to share ideas and focus the 

initial efforts in a shared action plan from 2010. 

Tenant buy-in 

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Tenant buy-in as regards sustainable development – still very varied 

depending on who – is increasingly ambitious and structured: it is a 

driver of strategic improvement. Some of its tenants have thus taken 

exemplary initiatives in their spaces. The B&B chain, ANF’s partner 

hotel chain, has for example started the Clé Verte environmental 

certifi cation process: focussed on the implementation of best 

hotel management practices (staff training, etc.), the initiative also 

requires work when constructing or renovating (jacket insulation, 

heat pump). 


A new ANF tenant in the cities of Lyons and Marseilles, the 

Starbucks Coffee chain presented the environmental action plan for 

its coffeehouses in 2009: – 25% energy, – 30% water… 

Achievements in 2009 

ANF has a large number of advantages to bring to the table 

as part of a sustainable development policy: its city centre 

real estate, the architectural quality of the properties, the pilot 

projects being HQE certifi ed, a corporate dynamic... 

On the back of its advantages and in light of the recent 

developments in the sector, ANF decided in Q4 2009 to draw up a 

formal sustainable development strategy in consultation with all its 

employees. This strategy aims to put in place a consistent action 

plan for the coming years, to equip the Company with dedicated 

tools and indicators, to anticipate future opportunities and to 

innovate in environmental areas. 

Main plans for 2010 

The sustainable development action plan will cover the 

following issues: sustainable development governance, the 

new constructions policy, internal purchases, environmental 

renovation of historic buildings and the energy effi ciency of the 

real estate assets. 

The initial action items currently approved have as their priority: 

• undertaking a mapping of the real estate assets, from an energy 

perspective, but also from environmental and health perspectives; 

• the mapping will make it possible to continue the work on raising 

the value of the real estate assets begun in 2005 with as new 

performance criteria building resource consumption (energy and 

water), the equipment enabling measured building management 

(centralised technical management, sorting areas) as well as its 

advantages in terms of comfort and health; 

Human resource challenges 

ANF has adopted responsible management that embodies the 

values of transparency, collective responsibility and integrity. It 

adopted a code of conduct and adheres to a securities trading 

code. ANF also works to develop employee skills, improve 

the male-female balance, and create incentives to motivate 

employees over the long-term. 

Excerpts from interviews with Company employees: 

• “ANF’s sustainable development efforts will be pragmatic and 

shared” (Marseilles, Client); 

• “ANF has a long-standing reputation for being responsible, an 

advantage when embarking upon a sustainable development 

initiative” (Lyons, Management); 


� 


Contents 

The targets also include the widespread application of the LEED 

green building system to all new premises and renovations. 

This desire led to 15 company employees being consulted, 

representing the operational and management teams. The 

discussions were at the same time enhanced by the consultation 

of 5 external stakeholders – the architects and even committed 

tenants such as the Starbucks Coffee chain – in order to take on 

board their expectations and aspirations as regards sustainable 

development. The quarterly steering committee meetings, involving 

Senior Management, the Real Estate Department and the Finance 

Department were fi nally able to defi ne the actions to be carried out 

in 2010. 

• the development of internal tools that will help with the application 

of sustainable construction, by making HQE ® certifi cation for 

new constructions standard and by developing a sustainable 

renovation concept for the Haussmann-style properties; 

• a BBC renovation pilot project by unit will be looked at in 

partnership with an engineering fi rm, with a view to the 

achievement of “sustainable renovation” adapted to the 

Haussmann-style properties; 

• responsible purchasing criteria will gradually be built into the ANF 

internal policy thanks to the adding of environmental, labour and 

health clauses to its specifi cations. 

• “ANF’s long-standing quality approach is synonymous with 

performance as regards environmental and comfort aspects and 

thereby refl ects the spirit of HQE.” (Lyons Client); 

• “The issue of controlling costs is strategic” (Marseilles 

Management); 

• “The new plans now refl ect ANF’s vision on the issue of sustainable 

construction, with an eye to its role as urban stakeholder, on a 

historic asset base of high quality in terms of architectural quality 

and use.” (Marseilles Client). 


23 


24 


Information for shareholders 

12. Information for shareholders 

SHARE PRICE 

35 

31 

27 

23 

19 

15 

2/01/09 

15/01/09 

Share price 

29/01/09 

12/02/09 

Over the course of 2009, the share price rose 22%, in line with 

EPRA Europe which was also up 22% (source: Bloomberg). 

The stock price at the December 31, 2009 closing date put market 

capitalisation at close to €805.6 million. 

ANF is included in the CAC-Mid 100 and SBF 250 indices. The 

CAC-Mid 100 is an index representing the 100 leading mid-cap 

stocks on the Paris stock market. 


Volumes ANF SBF 250 EPRA CAC 40 

26/02/09 

11/03/09 

25/03/09 

8/04/09 

22/04/09 

6/05/09 

20/05/09 

3/06/09 

17/06/09 

1/07/09 

15/07/09 

29/07/09 

12/08/09 

26/08/09 

9/09/09 

23/09/09 

7/10/09 

21/10/09 

4/11/09 

18/11/09 

� 

2/12/09 

16/12/09 

Shareholding structure 

120000 

100000 

80000 

60000 

40000 

20000 

Eurazeo holds 59.24% of ANF’s capital. Two other shareholders are 

also represented on the Supervisory Board, namely Generali and 

the Caisses d’Épargne group, each with a 5% interest. 

30/12/09 

Contents 

13/01/10 

27/01/10 

10/02/10 

26/02/10 

0 


13. Key Figures 

SIMPLIFIED INCOME STATEMENT (IFRS) 


Key Figures 

January-December (€ millions) 2009 2008 % 2007 

Lyons-Marseilles rental income 34.1 30.9 +11% 26.1 

B&B rental income 30.9 28.2 +10% 4.7 

Rental income 65.1 59.1 +10% 30.8 

Operating income 52.7 43.4 +21% 16.0 

Margin 80% 73% - 52% 

Changes in fair value (89.5) 30.1 NA 191.9 

NET INCOME (54.0) 69.2 NA 197.8 

CURRENT CASH FLOW* 36.1 31.5 +15% 13.0 

* See Note 18 “Cash flow per share” to the ANF consolidated financial statements in Section III of Volume II of the Registration Document. 

SIMPLIFIED BALANCE SHEET (IFRS) 

January-December (€ millions) 2009 2008 % 2007 

Assets 

Investment property 1,496.3 1,504.5 -1% 1,389.4 

Other non-current assets 3.0 3.0 - 1.8 

Current assets 47.4 54.2 -13% 60.8 

TOTAL ASSETS 1,546.7 1,561.7 -7% 1,452.0 

Shareholders’ equity & liabilities 

Shareholders’ equity 1,029.6 1,099.0 -6% 1,084.1 

Debt 450.4 381.8 +18% 273.1 

Other liabilities 66.7 80.9 -18% 94.8 

TOTAL SHAREHOLDERS’ EQUITY & LIABILITIES 1,546.7 1,561.7 -7% 1,452.0 

� 

Contents 


25 


26 


Key Figures 

IFRS* (€ thousands) 2005 

Full-year 


2008 

Full-year 

2009 

Full-year 

2010e 

Full-year 

2005-2010e 

Rental income 22,847 59,080 65,060 69,349 203% 

Haussmann-style properties 22,847 30,863 34,122 36,613 +60% 

B&B Hotels - 28,216 30,938 32,736 - 

IFRS* 

(€ thousands) 

2005 

Full-year 

2008 

Full-year 


Full-year 

EBITDA** 10,221 44,548 52,229 

Margin 45% 75% 80% 

Haussmann-style properties 10,221 18,557 23,154 

Margin 45% 60% 68% 

B&B Hotels - 25,991 29,075 

Margin - 92% 94% 

Current cash fl ow 5,691 31,474 36,077 

Per share*** 0.34 1.26 1.38 

e = estimated. 

* The Company has published its financial statements under IFRS since 2007. 

** EBITDA: Operating income before changes in fair value, adjusted for depreciation, amortisation & provisions and the IFRS restatement. 

*** Calculated on the basis of the number of shares at the closing date. 

NET ASSET VALUE 

Figures per share Dec. 2009 Dec. 2008 Change (%) 

NAV excluding transfer taxes 39.7 42.5 (6.6)% 

NAV excluding hedging instrument 40.9 43.3 (5.5)% 

Gross operating income (before gains on asset disposal) amounted 

to €60.8 million compared to €53.3 million at December 31, 2008, 

representing an increase of 14%. 

� 

Contents 

At December 31, 2009, net debt stood at €422.3 million and the 

Loan-to-Value ratio was 28%. 


1. INCOME FROM OPERATIONS 28 

1.1 Factors having an impact on income 28 

1.2 Consolidated net income 30 

1.3 Company results 34 

1.4 Financial structure 37 

1.5 Events occurring after the balance sheet date 39 

1.6 Business of main subsidiaries 39 

2. CORPORATE GOVERNANCE 40 

2.1 O ffi ces and positions of corporate 

offi cers – Management experience 

as of December 31, 2009 40 

2.2 Declarations regarding the administrative, 

management, and supervisory bodies and 

Senior Management 55 

2.3 Confl icts of interest on administrative, 

management and supervisory bodies 

and Senior Management 55 

2.4 Board Committees 55 

2.5 Compensation and retirement commitments 

of corporate offi cers 56 

2.6 Executive and employee interest in the 

Company’s equity 68 

2.7 Transactions performed by executives 

involving Company stock during the last 

fi scal year 72 

3 RISK MANAGEMENT, RISK 

FACTORS AND INSURANCE 73 

3.1 Risks related to the Company’s business 73 

3.2 Market risks 77 

3.3 Risks related to liquidity and cash fl ow 78 

3.4 Company-specifi c risks 78 

3.5 Risks related to B&B Hotels Group properties 79 

BUSINESS 

THE OF 

� 

Contents 

DESCRIPTION ANF ABOUT INFORMATION 

4. ANF AND ITS SHAREHOLDERS 80 

4.1 Information on share capital 80 

4.2 Group shareholders 80 

4.3 Dividends paid over the past three fi scal years 82 

4.4 Transactions related to the Company’s shares 82 

4.5 Elements likely to have an impact in the case 

of a takeover bid 84 

STATEMENTS 

5. SUSTAINABLE DEVELOPMENT 85 

FINANCIAL 

5.1 Human resources information 85 

5.2 Environmental information 85 

CONSOLIDATED 

6. REPORTS AND INFORMATION 

FOR THE SHAREHOLDERS’ MEETING 86 

6.1 Income tables for the previous fi ve fi scal years 86 

6.2 Summary table of unexpired delegations 

granted by the Shareholders’ Meeting 

with respect to capital increases 87 

STATEMENTS 

6.3 Agenda and Resolutions 

of the Shareholders’ Meeting 88 

6.4 Executive Board report on the presentation 

of resolutions to be submitted to the Annual 

FINANCIAL 

Shareholders’ Meeting 98 

6.5 Supervisory Board observations 

ANNUAL 

on the Executive Board’s report 100 

6.6 Special Executive Board report on stock 

options granted to corporate offi cers 

and employees 100 

6.7 Internal Control Report from the Chairman 

of the Supervisory Board 102 

6.8 Special reports from the Statutory 

Auditors for submission to the Ordinary 

INFORMATION 

and Extraordinary Shareholders’ Meeting 

of May 6, 2010 112 

FINANCIAL FORMA PRO INFORMATION GENERAL 

ANF • 2009 ANNUAL REPORT OTHER 

INFORMATION ABOUT ANF 

27 


28 


Income from operations 

1. Income from operations 

1.1 Factors having an impact on income 

The main factors which ANF believes have had an impact on its 

fi nancial performance are presented below. 

Occupancy rate 

Changes in the occupancy rate of ANF’s properties have a direct 

infl uence on rental incomes and the share of rental expenses which 

fall to the landlord. The occupancy rate may be affected by tenants’ 

diffi culties, including the possibility of business closures, if general 

economic conditions deteriorate signifi cantly. Nonetheless, despite 

some tenants leaving, ANF’s target is to maintain a high occupancy 

rate, particularly by means of an active rental management strategy. 

Lease renewal terms 

The retail, residential and offi ce lease renewal schedule for Lyons 

is as follows: 

Maximum surface (m 2 ) 

10,000 

8,000 

6,000 

4,000 

2,000 

0 

The ILC index applies to leases signed after the decree of 

November 4, 2008 came into force on November 7, 2008. For 

leases currently in progress that do not include a clause expressly 

providing for the automatic substitution of the index previously used 

with the ILC upon its entry into force, the parties may agree, through 

an amending rider, to index the rent on the lease based on changes 

in the ILC. 

IRL 

The IRL is a quarterly index calculated by INSEE. 

Article 9 of Law 2008-111 of February 8, 2008 on purchasing 

power, modifi ed the IRL created by Article 35 of Law 2005-841 of 

July 26, 2005. The new index represents the average, over the past 

12 months, of the consumer price index excluding tobacco and 

rent. It is calculated using a base of 100 in the fourth quarter of 

1998. 

Income from disposals 

Gains (or losses) on disposals represent the difference between 

proceeds from the disposal minus sale-related expenses and the 

net book value of the assets. 

Whether ANF actually sells property primarily depends on its ability 

to fi nd potential purchasers for the assets it wishes to sell. 

Macroeconomic conditions 

The residential and commercial property sector is directly affected 

by general economic conditions. The main economic indicators, 

particularly gross domestic product growth, job creation, interest 

rates, infl ation, the construction cost index and the rent reference 

index may have an impact on ANF’s fi nancial performance, and on 

the value of its properties in either the short- or long-term. 

The level of interest rates has a major impact on the property market 

since low interest rates generally help support both the value of 



property portfolios and tenants’ fi nancial strength. By contrast, a 

signifi cant increase in interest rates is likely to be detrimental to the 

value of property portfolios and raise fi nancial expenses on debt. 

Low long-term interest rates and construction costs also make it 

easier for property landlords to fi nance investments and reduce the 

cost of completing developments. 

Investment subsidies 

ANF receives subsidies from government and local authorities for 

certain kinds of investment. These subsidies are recognised in the 

income statement in line with the depreciation period of the asset 

for which they are paid. They are recognised as a deduction from 

depreciation expenses. 

Property expenses 

Property expenses include in particular maintenance expenses, 

operating expenses (which mainly include the supply of 

consumables, maintenance contracts and concierge expenses, 

and insurance) and land tax. Part of these expenses is passed on 

to tenants. 

ANF also incurs renovation and major repair expenses which are 

capitalised and are therefore not included in property expenses. 

Overhead expenses 

Overhead expenses mainly include personnel expenses (employees 

and secondments), operating expenses (premises, IT purchases, 

supplies) and fees. 

Net fi nancial expense 

� 

Contents 

Changes in fi nancial expenses are affected by average debt levels, 

trends in the interest rates at which ANF can obtain fi nancing or 

carry out refi nancing, and the cash generated by operations. 


29 


30 



1.2 Consolidated net income 

Switchover to IFRS for the year ended 

December 31, 2007 

For the year ended December 31, 2007, ANF prepared consolidated 

fi nancial statements consolidating SGIL proportionally for the fi rst 

time. These consolidated fi nancial statements were prepared in 

accordance with IFRS (International Financial Reporting Standards) 

as adopted for use in the European Union at the balance sheet 

closing date. 

The main options selected in preparing the consolidated fi nancial 

statements for the year ended December 31, 2007 under IFRS are 

presented below. 

Principles and options of the fi rst application of IFRS 

• The fi rst consolidated fi nancial statements for the ANF Group for 

the year ended December 31, 2007 comprise: 

• ANF, 

• SGIL: SGIL is 63.45%-owned by ANF, while the Company is 

managed and directed by Gecina, which owns 36.55%. Joint 

control of SGIL is set out in various clauses of the Articles of 

Association which require joint decision-making. As a result, 

the proportional consolidation method was used; 

• Pro forma 2006 fi nancial statements: the fair value of B&B has 

been taken as the acquisition value since there was no assessed 

value at the end of 2006; 

• IAS 14 – Segment reporting: 

• operation of Haussmann-style properties, 

• operation of hotel properties, 

• geographical subsector of Haussmann-style properties: 

− Lyons, 

− Marseilles. 

• IAS 40 – Measurement of properties at fair value (assessed value 

excluding transfer taxes). Change in fair value is recognised 

through the income statement. The registered offi ces are 

recognised at net book value, 

• Debts and receivables are discounted when the impact is material. 

The following were discounted as of December 31, 2007: 

• exit tax payable; as part of the transition to the SIIC regime on 

January 1, 2006, ANF carried out a reappraisal of assets for 

which the option was adopted. This reappraisal was based 

on valuations by Jones Lang Lassalle and gave rise to a 

revaluation adjustment of €395.1 million in respect of ANF’s 

assets. This adjustment was also recognised in equity. Exit tax 

at 16.5% was charged on this sum, leading to €65.2 million 

being recognised in the Company fi nancial statements. In 

the IFRS fi nancial statements, both an expense and a liability 

were recognised under deferred tax in 2005. The payable was 

transferred to operating expenses when the Company opted 

for the SIIC regime, 


• commitment on bonus shares; 

• IAS 17 – Stage payments, front-end fees and rent-free 

periods over the period of the lease: no material impact as of 

December 31, 2007, so no specifi c restatement; 

• Employee benefi ts: 

� 

• IAS 19: defi ned contribution schemes are recognised as 

expenses; no specifi c restatement, 

• IFRS 2: benefi ts relating to the granting of bonus shares and 

stock options are recognised as expenses over the vesting 

period (24 to 48 months); 

• IFRS 3 – Business combinations: the B&B transaction qualifi es as 

the acquisition of a group of separate assets; 

• IAS 12 – Deferred tax: tax has been restated on unrealised gains 

on land which was not covered by the option of SIIC status; 

• IAS 32 – Treasury shares: treasury shares are deducted from 

consolidated equity; 

• IFRS 5 – Assets held for sale are identifi ed and reclassifi ed when 

a sale mandate is issued; 

• IAS 32-39 – Derivative instruments: accounting for the fair value 

of hedge instruments (swaps): reporting of ineffective portions in 

the income statement; 

• Marketable securities (fair value): no material impact as of 

December 31, 2007, so no specifi c restatement. 

ANF has not identifi ed any material impact on the fi nancial 

statements of applying standards which have been adopted but 

not yet applied. 

Comparison of years ended 

December 31, 2009 and December 31, 2008 

(consolidated fi nancial statements prepared 

in accordance with IFRS) 

Comparison of balance sheet items 

Contents 

ASSET ITEMS 

As of December 31, 2009, assets totalled €1,546.7 million compared 

with €1,561.7 million as of December 31, 2008, representing a 

decrease of €15 million as a result of the items described below. 

Non-current assets 

Total non-current assets amounted to €1,499.3 million as 

of December 31, 2009 compared with €1,507.5 million at 

December 31, 2008, a decrease of €8.2 million. Non-current assets 

mainly consist of the following: 

• investment property worth €1,496.3 million as of December 31, 

2009, compared with €1,504.4 million a year earlier. The 

€8.2 million decrease is mainly due to the negative market trend, 

which resulted in an €89.5 million fall in the value of properties, 


sales of €29.7 million and partially offset by investments of 

€111 million; 

• operating property worth €1.2 million at December 31, 2009, 

unchanged from the previous year; 

• other intangible assets and property, plant and equipment 

reported at €0.8 million at December 31, 2009, unchanged from 

the previous year; 

• fi nancial assets of €1 million as of December 31, 2009, broadly 

unchanged from the previous year. 

Current assets 

Total current assets amounted to €41.9 million as of December 31, 

2009, compared with €18.4 million at December 31, 2008, an 

increase of €23.5 million. Current assets mainly comprise the 

following items: 

• trade receivables, mainly consisting of tenant receivables, of 

€1.9 million compared with €2.3 million as of December 31, 

2008; 

• other receivables of €9.4 million as of December 31, 2009, 

compared with €4.1 million at December 31, 2008. The 

€5.4 million increase mainly relates to the proceeds of property 

sales; 

• prepaid expenses of €0.2 million as of December 31, 2009, 

compared with €0.4 million at December 31, 2008; 

• derivative fi nancial instruments reported at €0.3 million compared 

with €0.1 million as of December 31, 2008, including the fair 

value of the Company’s fi nancial hedges. The fair value of 23 of 

the 25 fi nancial instruments is negative, and was recorded as a 

liability on the balance sheet under fi nancial derivatives; 

• cash and cash equivalents of €30.1 million as of December 31, 

2009 versus €11.6 million at December 31, 2008; 

• property held for sale of €5.4 million as of December 31, 2009, 

comprising fi ve properties in Marseilles. 

LIABILITY ITEMS 

As of December 31, 2009, liabilities totalled €1,546.7 million 

compared with €1,561.7 million at December 31, 2008, representing 

a decrease of €15 million as a result of the items described below. 

Equity 

As of December 31, 2009, equity amounted to €1,029.6 million 

versus €1,099.0 million at December 31, 2008. 

This €69.5 million decrease was mainly due to: 

• net income for the year of -€54 million; 

• dividends paid in cash, amounting to -€6.4 million; 

• the recognition of hedge instruments at fair value amounting to 

-€9.9 million. 


� 


Non-current liabilities 

Total non-current liabilities amounted to €450.4 million as of 

December 31, 2009, compared with €389.1 million at December 31, 

2008, an increase of €61.3 million. Non-current liabilities mainly 

consist of the following: 

• debt of €450.3 million as of December 31, 2009, compared with 

€381.8 million at December 31, 2008, mainly consisting of bank 

loans; 

• tax and corporate liabilities, which totalled €7.2 million at 

December 31, 2008, and consisted of exit tax paid during the 

year or reclassifi ed under current liabilities, thereby reducing the 

balance to zero at December 31, 2009. 

Current liabilities 

Total current assets amounted to €66.7 million as of December 31, 

2009, compared with €73.6 million at December 31, 2008, a 

decrease of €6.9 million. Current liabilities mainly consist of the 

following: 

• accounts payable of €12.7 million as of December 31, 2009, 

compared with €15.3 million at end-2008; 

• the short-term portion of debt, of €2.1 million as of December 31, 

2009 versus €2.6 million at December 31, 2008; 

• derivative fi nancial instruments reported at €29.5 million as 

of December 31, 2009, compared with €20.3 million as of 

December 31, 2008. The €9.2 million increase arose from the 

recognition of these instruments at fair value in a period of falling 

interest rates; 

• security deposits of €3.6 million as of December 31, 2009, 


• tax and corporate liabilities of €16.8 million at December 31, 

2009, versus €28.5 million at December 31, 2008, mainly 

comprising an exit tax payable, of which €22 million was settled 

during the year; 

• other liabilities of €0.9 million, a decrease of €0.8 million versus 

December 31, 2008; 

• prepaid income of €1 million in 2009, a decrease of €0.6 million 

compared with December 31, 2008. 

On average, ANF pays its suppliers 30 days from the end of the 

month in which the transaction took place. At December 31, 2009 

and at end-2008, payables to suppliers – with the exception of a 

number of disputed invoices – were due in less than one month. 

Comparison of income statement items 

Contents 

As of December 31, 2009, total operating income amounted to 

€71.5 million compared with €64.9 million at December 31, 2008, 

an increase of €6.6 million. In 2009, operating income consisted of 


31 

OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS

32 



€65.1 million in rent (an increase of €6 million compared with 2008) 

and €6.4 million in other operating income (up €0.6 million on 2008). 

Total operating expenses decreased by €0.9 million between the 

years ended December 31, 2008 and December 31, 2009. Property 

expenses and other operating expenses amounted to €9.8 million 

and €0.8 million respectively, compared with €10.1 million and 

€1.4 million respectively in 2008. 

As a result, net operating income from property amounted to 

€60.9 million as of December 31, 2009 (compared with €53.4 million 

at December 31, 2008, an increase of about 14%) or €63 million 

after asset disposals (compared with €53.3 million at December 31, 

2008). 

As of December 31, 2009, operating income (before changes 

in property values) amounted to €52.7 million compared with 

€43.4 million at December 31, 2008, an increase of €9.3 million. 

During 2009: 

• personnel expenses fell to €7.2 million from €7.6 million in 2008; 

• other management expenses increased to €3.7 million from 

€3.3 million the previous year; 

• other income fell to €1.9 million from €2.2 million as of 


• other expenses fell to €0.4 million from €1.1 million in 2008; 

• depreciation and amortisation amounted to €0.3 million 

compared with €0.2 million as of December 31, 2008; 

• other operating provisions (net of reversals) rose to €0.5 million 

from €0.1 million in 2008; 

• after taking into account the changes in property values 

(-€89.5 million versus +€30.1 million at December 31, 2008), 

operating income was negative at -€36.8 million compared with 

a positive €73.5 million as of December 31, 2008. 

Net fi nancial expense amounted to €16.2 million as of December 31, 

2009 (compared with €13.1 million at December 31, 2008), and 

mainly consisted of expenses relating to ANF’s loans. 

Tax consists of current tax, deferred tax and exit tax. During the 

year, tax amounted to €1.9 million, mainly arising on the capital gain 

on disposals by SGIL, a company that has not opted for SIIC status. 

As a result, consolidated net income came out at a negative 

€54 million as of December 31, 2009 versus a positive €69.2 million 

at December 31, 2008. 


� 

Comparison of years ended 


and December 31, 2007 (IFRS) 

Comparison of balance sheet items 

Contents 

ASSET ITEMS 

As of December 31, 2008, assets totalled €1,561.7 million compared 

with €1,452 million as of December 31, 2007, representing an 

increase of €109.7 million as a result of the items described below. 


Total non-current assets amounted to €1,507.5 million as 

of December 31, 2008 compared with €1,391.2 million at 

December 31, 2007, an increase of €116.3 million. Non-current 

assets mainly consist of the following: 

• investment property worth €1,504.4 million as of December 31, 

2008 compared with €1,389.4 million as of December 31, 2007, 

which equates to an increase of €115 million. This increase was 

mainly due to investments in 2008 and changes in the fair value 

of the portfolio; 

• operating property worth €1.2 million as of December 31, 2008 

versus €0.9 million at December 31, 2007, representing an 

increase of €0.3 million; 

• intangible assets and property, plant and equipment reported at 

€0.9 million at December 31, 2008 compared with €0.4 million as 

of December 31, 2007; 

• fi nancial assets of €1.0 million compared with €0.5 million as of 

December 31, 2007. 


Current assets amounted to €18.4 million as of December 31, 2008, 

compared with €60.8 million as of December 31, 2007, a decrease 

of €42.5 million. Current assets mainly comprise the following items: 

• trade receivables, mainly consisting of tenant receivables, of 

€2.3 million versus €2.1 million at December 31, 2007; 

• other receivables of €4.1 million as of December 31, 2008, 

compared with €43 million as of December 31, 2007. The 

€38.9 million decrease is chiefl y attributable to the reimbursement 

of a VAT receivable relating to the purchase of B&B hotel 

properties; 

• prepaid expenses of €0.4 million as of December 31, 2008, up 

from €0.3 million in the 2008 fi scal year; 

• derivative fi nancial instruments reported at €0.1 million compared 

with €1.1 million as of December 31, 2007, including the fair value 

of the Company’s fi nancial hedges. The fair value of fi nancial 

instruments is negative and recorded as a liability on the balance 

sheet under derivative fi nancial instruments; 

• cash and cash equivalents of €11.6 million as of December 31, 

2008 versus €14.6 million at December 31, 2007; 


• property held for sale worth €35.8 million as of December 31, 

2008, including six properties in Lyons and 26 properties and 

land in Marseilles. 

LIABILITY ITEMS 

As of December 31, 2008, liabilities totalled €1,561.7 million 

compared with €1,452 million as of December 31, 2007, 

representing an increase of €109.7 million as a result of the items 

described below. 

Equity 

As of December 31, 2008, equity amounted to €1,099.0 million, 

versus €1,084.1 million at December 31, 2007. 

The €15 million increase was mainly due to: 

• net income for the year of €69.2 million; 

• dividends paid amounting to -€30.8 million; 

• the recognition of hedge instruments at fair value amounting to 

-€20.4 million; 

• buyback of treasury shares amounting to -€3.9 million. 


Total non-current liabilities amounted to €389.1 million as of 

December 31, 2008, compared with €303.3 million at December 31, 

2007, an increase of €85.8 million. Non-current liabilities mainly 


• debt of €381.8 million as of December 31, 2008, compared with 

€273.1 million at December 31, 2007, mainly consisting of bank 

debts and liabilities; 

• tax and corporate liabilities, mainly consisting of an exit tax 

payable due in over one year, amounting to €7.2 million as 

of December 31, 2008 compared with €16.3 million as of 

December 31, 2007, a decrease of €9.1 million (due to the 

reclassifi cation of a portion of this item under current liabilities). 

Deferred tax liabilities were zero as of December 31, 2008. 


Current liabilities amounted to €73.6 million as of December 31, 

2008 compared with €64.7 million as of December 31, 2007, 

representing an increase of €8.9 million. Current liabilities mainly 


• trade payables of €15.3 million as of December 31, 2008, 

compared with €13.5 million at end-2007; 

• the short-term portion of debt of €2.6 million as of December 31, 

2008, compared with €36.2 million as of December 31, 2007. 

The €33.6 million decrease is mainly due to the repayment of 

a tranche of a loan agreement in the amount of €30.8 million, 


� 


which was used to fi nance a VAT receivable for which ANF was 

reimbursed in April 2008; 

• derivative fi nancial instruments reported at €20.3 million as 

of December 31, 2008, compared with €0.3 million as of 

December 31, 2007. The €20 million increase arose from the 

recognition of hedge instruments at fair value; 

• security deposits of €3.7 million as of December 31, 2008, 


• tax and corporate liabilities of €28.5 million as of December 31, 

2008, versus €9.1 million as of December 31, 2007, mainly due 

to an exit tax payable; 

• other liabilities, which remained stable at €1.6 million; 

• prepaid income of €1.6 million in 2008, a €0.7 million increase 

on 2007. 

Comparison of income statement items 

Contents 

As of December 31, 2008, total operating income amounted 

to €64.9 million versus €34.1 million as of December 31, 2007, 

an increase of €30.7 million. Operating income consisted of 

€59.1 million in rent (an increase of €28.3 million compared with 

2007) and €5.8 million in other operating income (up €2.5 million 

on 2007). 

Total operating expenses were up by €5.2 million between the years 

ended December 31, 2007 and December 31, 2008. Property 

expenses and other operating expenses amounted to €10.1 million 

and €1.4 million respectively (compared with €5.1 million and 

€1.2 million respectively in 2007). 

As a result, net operating income totalled €53.4 million at 

December 31, 2008 (compared with €27.8 million as of 

December 31, 2007, an increase of about 92%) or €53.3 million 

after asset disposals (compared with €28.4 million as of 

December 31, 2007). This increase is primarily due to the full-year 

impact of the acquisition of B&B hotel properties and rent increases 

on Haussmann-style assets. 

As of December 31, 2008, operating income (before changes 

in property values) amounted to €43.4 million compared with 

€16 million as of December 31, 2007, representing an increase of 

€27.4 million. During 2008: 

• personnel expenses were €7.6 million compared with €6.5 million 

in 2007; 

• other management expenses amounted to €3.3 million compared 

with €5.7 million the previous year; 

• other income came to €2.2 million compared with €0.9 million as 

of December 31, 2007; 


33 


34 



• other expenses totalled €1.1 million compared with €1.0 million 

in 2007; 

• depreciation and amortisation amounted to €0.2 million 

compared with €0.4 million as of December 31, 2007; 

• other operating provisions (net of reversals) fell to €0.1 million 

compared with €0.4 million in 2007. 

After €30.1 million of changes in property values (this item stood at 

€191.9 million at December 31, 2007), operating income amounted 

to €73.5 million compared with €207.9 million as of December 31, 

2007, a decrease of €134.4 million. 

1.3 Company results 

ANF company results – comparison 

of the years ended December 31, 2009 

and December 31, 2008 

Balance sheet 

The change in ANF’s non-current assets was €35.4 million in 2009 

compared with 2008, mainly as a result of: 

• a reduction in intangible assets of €8.3 million from €31.6 million 

at end-December 2008 to €23.3 million as of December 31, 

2009, chiefl y due to the exercise of options included in three 

property fi nance leases at the end of their terms; 

• an increase in the value of land of €3.1 million to €379.3 million, 

attributable to disposals (€13.3 million) and put in place of assets 

capitalised and acquisitions (€16.4 million); 

• an increase in properties, fi xtures and fi ttings to €628.3 million 

as of December 31, 2009, from €580.1 million at December 31, 

2008. The €48.2 million increase is attributable to commissioning 

(€100.9 million), offset by the net proceeds of disposals 

(€23 million) and depreciation provisions (€29.7 million); 

• a decrease in property, plant and equipment in progress to 

€94.9 million as of December 31, 2009, from €102.5 million 

at December 31, 2008. The decrease of €7.6 million is due to 

commissioning (€109.1 million), disposals (€11.1 million) and 

investments (€112.7 million). 


� 

Net fi nancial expense amounted to €13.1 million as of December 31, 

2008 (compared with €3.7 million at December 31, 2007), and 

mainly consisted of expenses relating to ANF’s loans. 

Tax consists of current tax, deferred tax and exit tax. In 2008, all 

the properties held by ANF were included in the scope of the SIIC 

regime. As a result, deferred tax previously recorded, in the amount 

of €13.8 million, was reversed in full. This includes the payment of 

an additional exit tax representing €3.6 million. 

As a result, consolidated net income came out at €69.2 million 

as of December 31, 2008 compared with €197.8 million as of 

December 31, 2007, representing a €128.6 million decrease. 

Financial assets (€2.3 million) mainly consist of the shareholding in 

SGIL, a company in which ANF owns a 63.45% stake, and which 

sold the properties it held in Lyons in December 2009. 

Operating receivables amounted to €17.4 million and mainly 

consist of other receivables (€15.1 million) and trade receivables 

(€1.9 million). 

Marketable securities and cash increased from €14.1 million as of 

December 31, 2008 to €22.1 million as of December 31, 2009. This 

item includes the Company’s own stock (net amount of €3.4 million). 

Cash is invested in risk-free certifi cates of deposit and short-term 

cash mutual funds. 

Equity stood at €690.3 million as of December 31, 2009, compared 

with €680.2 million at the end of the previous year. 

Regulatory reserves totalled €319.7 million as of December 31, 

2009 compared with €321.9 million at December 31, 2008. 

Premiums paid for share issues, mergers and capital contributions 

totalled €323.9 million as of December 31, 2009 compared with 

€320.8 million at December 31, 2008. 

Contingency and loss provisions amounted to €0.1 million as of 

December 31, 2009. 

Debt totalled €476.7 million compared with €431.9 million the 

previous year. The main components of the Company’s debt are: 

• bank debts and liabilities (€444.7 million); 

Contents 

• tax and corporate liabilities debt (€15 million); 

• payables to fi xed-asset suppliers (€9.8 million). 


Income statement 

Net income in 2009 was €16 million, compared with €5.6 million in 

2008, and breaks down as follows: 

• €20.8 million in net operating income (€20.2 million in 2008); 

• -€8.6 million in net fi nancial expense (-€14.1 million in 2008), 

including dividends of €6.2 million received from SGIL (€0.2 million 

in 2008); 

• €3.7 million in net exceptional net income (-€1.2 million in 2008). 

Gross o perating income rose by 10% to €72.7 million in 2009, from 

€66 million in 2008: rentals went up 10% (+10% on a constant 

scope basis) to €64.6 million, (€58.5 million in 2008), while 

reimbursed rental expenses and other income came to €8.2 million 

(€7.5 million in 2008). 

Operating expenses rose to €51.9 million in 2009, from €45.8 million 

in 2008. External purchases and expenses decreased by 4% to 

€9.7 million from €10.1 million. Depreciation and amortisation 

expenses increased from €23.6 million to €29.1 million. The 

other main expense items are personnel expenses (€6.4 million 

compared with €6.6 million in 2008) and tax (€5.8 million compared 

with €5.3 million paid in 2008). 

Net fi nancial expense amounted to €8.6 million. This was made up 

mainly of income including €6.2 million in dividends from SGIL, and 

€15.5 million in interest expense and €0.4 million from the reversal 

of an impairment provision for treasury shares. 

The exceptional income of €3.8 million primarily consists of capital 

gains on property disposals. 

ANF company results – comparison 

of the years ended December 31, 2008 


Balance sheet 

The change in ANF’s non-current assets amounted to €116.3 million 

between 2008 and 2007, mainly as a result of: 

• the increase in property, plant and equipment following 

acquisitions and work on properties amounting to €121 million; 

• the reappraisal of certain properties under the SIIC regime 

amounting to €18 million; 

• depreciation and amortisation amounting to -€23 million. 



Financial assets (€2.3 million) mainly consist of ANF’s 63.45% 

shareholding in SGIL, which owns a property complex in Cours 

Gambetta (9,410 sq. m) and an apartment in Rue Dunoir (130 sq. m) 

in Lyons. 

Operating receivables amounted to €6.2 million and mainly consist 

of other receivables (€3.7 million) and trade receivables (€2.3 million). 

Marketable securities and cash amounted to €14.5 million 

as of December 31, 2007, compared with €14.1 million as of 

December 31, 2008. This item includes the Company’s own stock 

(€3 million). Cash is invested in risk-free short-term cash mutual 

funds. 

Equity stood at €680.2 million as of December 31, 2008, compared 

with €690.9 million at the end of the previous year. 

Regulatory reserves totalled €321.9 million as of December 31, 

2008 compared with €319.4 million at December 31, 2007. 

Premiums paid for share issues, mergers and capital contributions 

totalled €320.8 million as of December 31, 2008 compared with 

€322.0 million at December 31, 2007. 

Contingency and loss provisions amounted to €0.1 million as of 

December 31, 2008 and mainly consisted of provisions for longservice 

awards and benefi ts for former employees. 

Debt totalled €431.9 million compared with €344.2 million the 

previous year. The main components of the Company’s debt are: 

• bank debts and liabilities (€375.0 million), which mainly consist of: 

• a €150 million loan taken out with a syndicate of banks led by 

Calyon, 

• a €202 million loan taken out with a syndicate of banks led by 

Natixis; 

• tax and corporate liabilities (€36.2 million); 

• payables to fi xed-asset suppliers (€12.0 million). 


� 

Net income in 2008 was €5.6 million, compared with €10.6 million 

in 2007, and breaks down as follows: 

• €20.2 million in net operating income (€7.2 million in 2007); 

• -€14.1 million in net fi nancial expense (-€3.5 million in 2007); 

• -€1.2 million in net exceptional expense (income of €7.9 million 

in 2007); 

• €0.7 million in income tax (€1.0 million in 2007). 

Contents 


35 


36 



Gross o perating income rose by 97.6% to €66.0 million, from 

€33.4 million in 2007: rentals went up 93.7% (+19% on a like-forlike 

basis) to €58.5 million (€30.2 million in 2007), while service 

charge income and other income came to €7.5 million (€3.2 million 

in 2007). 

Operating expenses increased by 74.8%, from €26.2 million to 

€45.8 million. External purchases and expenses increased by 

42.25% to €10.1 million compared with €7.1 million. Depreciation 

and amortisation increased from €9.6 million to €23.6 million. The 

other main expense items are personnel expenses (€6.6 million 

compared with €5.9 million in 2007) and tax (€5.3 million compared 

with €3.3 million paid in 2007). 


� 

Contents 

Net fi nancial expense amounted to -€14.1 million. This was made 

up mainly of income including €0.3 million in dividends from SGIL 

and €0.5 million in gains on disposal of marketable securities 

and expenses including -€13.7 million in interest expense and 

-€1.2 million for an impairment provision for treasury shares. 

The net exceptional expense of -€1.2 million chiefl y consists of 

exceptional expenses. 


1.4 Financial structure 

Consolidated equity (€ thousands) 

Changes in shareholders’ 

equity 

Shareholders’ equity 


Capital 

stock 

Share 

premiums 

Treasury 

shares 

Consolidated 

reserves 

Company 

reserves 


Financial 

instrument 

reserves 


Consolidated 

net 

income Total 

24,957 320,799 (4,261) 380,787 327,258 (19,697) 69,203 1,099,046 

Appropriation of net income - - - 63,611 5,592 - (69,203) - 

Dividends 1,055 3,101 - - (10,513) - - (6,357) 

Capital increase 59 - - (59) - - - 

Treasury shares - - - - - - - 

Changes in fair value of hedge 

instruments 

Stock options, warrants, 

bonus shares 

Adjustment of SGIL 

consolidated reserves 

Net income for the year 

(excl. appropriations to reserves) 


December 31, 2009 

Changes in shareholders’ 

equity 



- - - - - (9,948) - (9,948) 

- - - 847 - - - 847 

- - - (36) - - - (36) 

- - - - - - (53,977) (53,977) 

26,071 323,900 (4,261) 445,209 322,278 (29,645) (53,977) 1,029,575 

Capital 

stock 

Share 

premiums 

Treasury 

shares 

Consolidated 

reserves 

Company 

reserves 



reserves 

Consolidated 

net 


23,768 322,031 (346) 207,213 332,940 668 197,792 1,084,067 

Appropriation of net income - - - 187,190 10,602 - (197,792) 0 

Dividends - - - - (30,807) - - (30,807) 

Capital increase 1189 (1,188) - - - - - 0 

Adjustment of expenses 

for capital increase 

- (44) - - - - - (44) 

Treasury shares - - (3,915) - - - - (3,915) 

Changes in fair value 

of hedge instruments 


bonus shares 



- - - - - (20,365) - (20,365) 

- - - 947 - - - 947 

- - - (40) - - - (40) 

SIIC revaluation - - - (14,523) 14,521 - - (2) 


(excl. appropriations to reserves) 



- - - - - - 69,203 69,203 

24,957 320,799 (4,261) 380,787 327,258 (19,697) 69,203 1,099,046 

See also Part III “Consolidated Financial Statements” of the Registration Document. 

� 

Contents 


37 


38 



Cash fl ow 

Current cash fl ow stood at €36.1 million and cash fl ow per share increased to €1.38 in 2009. 

(€ thousands) 12/31/2009 12/31/2008 

Cash flow from operations 

Net income (53,977) 69,203 

Depreciation allowances & provisions 304 171 

Capital gains (losses) from disposals (2,150) 24 

Changes in value of properties 89,478 (30,088) 

Changes in value of fi nancial instruments (902) 686 

Recognised revenue and expenses related to stock options 847 947 

Tax expense 1,902 (9,488) 

Cash fl ow 

Changes in operating working capital requirements 

35,502 31,455 

Operating receivables 137 38,416 

Operating liabilities before SIIC option liabilities (1,071) 3,831 

Cash fl ow from operations 34,568 73,702 

Cash flow from investment activities 

Acquisition of assets (116,920) (121,405) 

Disposal of property 60,548 - 

Payment of exit tax (21,384) 4,914 

Changes in fi nancial assets 7 (485) 

Cash fl ow from investment activities (77,749) (116,976) 

Cash flow from financing activities 

Dividends paid (6,357) (30,807) 

Changes in share capital - (44) 

Purchase of treasury shares - (3,915) 

Loans and debt taken out 73,228 110,384 

Loans and debt redeemed (5,419) (35,075) 

Cash fl ow from fi nancing activities 61,452 40,543 

Changes in cash 18,271 (2,731) 

Opening cash 11,598 14,329 

Closing cash 29,869 11,598 

Financial structure and sources of fi nancing 

The Company’s net debt, which stood at €422 million at December 31, 2009, carries an average fi xed interest rate of 4.59%. The average cost 

of debt fell by 26 basis points over the year. 

The covenants applicable to this debt were complied with as of December 31, 2009. At the date of fi ling this Registration Document, ANF was 

able to meet the fi rm commitments arising from the development of new projects using lines of credit. 

Please see Section 5.3 “Financing contracts” in Part VI of the Registration Document. 


� 

Contents 


1.5 Events occurring after the balance sheet date 

No signifi cant events have occurred since December 31, 2009. 

1.6 Business of main subsidiaries 

ANF owns 63.45% of both the share capital and voting rights of 

Société de Gestion Immobilière Lyonnaise (“SGIL”). SGIL is a limited 

liability company with share capital of €2,090,000, whose registered 

offi ce is at 29 Quai Saint Antoine, 69002 Lyons. SGIL is registered 

in Lyons, under number 964 505 218. In December 2009, it sold all 

the properties it owned in Lyons. 

During the 2009 fi scal year, ANF acquired a 45% stake in the 

company SCCV 1-3 Rue d’Hozier (“SCCV”), a civil law partnership 

authorised to build and sell properties, with share capital of €1,000 

and registered offi ce c/o Constructa Promotion, 29 boulevard de 


� 


Contents 

Dunkerque, Cœur Méditerranée, 13002 Marseilles. The SCCV is 

registered in Marseilles, under number 499 063 352. It was set up 

to develop the Fauchier residential construction programme. 

ANF also wholly owns ANF République, a limited liability company 

with share capital of €10,000 and registered offi ce at 32 Rue de 

Monceau, 75008 Paris. ANF République is registered in Paris, under 

number 508 999 281 (“ANF République”) and was established 

in November 2008. The company did not carry out any business 

in 2009. 


39 


40 


Corporate governance 

2. Corporate governance 

2.1 O ffi ces and positions of corporate offi cers – 

Management experience as of December 31, 2009 

Members of the Executive Board 

On March 25, 2009, the Supervisory Board renewed all of the terms of offi ce of the members of the Executive 

Board 

At the Registration Document fi ling date, the Executive Board of ANF is composed of three members following the resignation of Brigitte 

Perinetti from her duties as member of the Executive Board with effect from March 19, 2010: 

Last name First name Business address Position at ANF 

Executive Board 

Keller Bruno C/o ANF 

32 rue de Monceau – 75008 Paris 

de Lacoste Lareymondie Xavier C/o ANF 


Perinetti (2) Brigitte C/o ANF 


Seguin Ghislaine C/o ANF 



Chairman of the 


Chief Operating 

Offi cer 

Real Estate Director - 

(1) Including shares held by persons closely connected with the individual within the meaning of the AMF directive of September 28, 2006. 

(2) Brigitte Perinetti resigned from her duties as member of the Executive Board with effect from March 19, 2010. 

� 

Contents 

Number of shares held 

as of March 31, 2010 

24,999 

19,332 (1) 

2,189 


Name 

and age 

Bruno Keller 

Age: 55 

Chairman of 

the Executive 

Board 

Xavier de 

Lacoste 

Lareymondie 

Age: 56 


Offi cer 

Date of 

initial appointment 

May 4, 

2005 

December 

14, 2006 

End date 

of t erm 

of offi ce 

March 25, 

2013 

March 25, 

2013 

Main 

position 

held 

excluding 

ANF 

Chief 

Operating 

Offi cer and 

member of 


Board of 

Eurazeo 

Other offi ces and positions held in other companies 

as of December 31, 2009 

Positions and offi ces currently held 

Chairman of ANF’s Executive Board. 

Member of the Executive Board and Chief Operating Offi cer of 

Eurazeo. 

Director of Europcar Groupe. 

Member of the Supervisory Board of Financière Truck 

(Investissement). 

Chairman of La Mothe, Rue Impériale Immobilier and Société 

Immobilière Marseillaise. 

Chairman of the Board of Directors of Société Française Générale 

Immobilière (SFGI). 

Manager of Eurazeo Real Estate Lux SARL (Luxembourg) and 

Investco 3d Bingen (Partnership ). 

Chief Operating Offi cer of Legendre Holding 21, Legendre Holding 22, 

Legendre Holding 23, Legendre Holding 25. 

Positions and offi ces held over the past 5 years 

Vice-Chairman of the Supervisory Board of Fraikin Groupe. 

Director of Legendre Holding 18. 

Chairman and Chief Operating Offi cer of ANF. 

Chairman of Catroux. 

Member of the Advisory Board of APCOA Parking Holdings GmbH 

(formerly Perpetuum Beteiligungsgesellschaft mbH) (Germany). 

Manager of Investco 1 Bingen (Partnership ), Investco 2 Bingen 

(Partnership ), Lux Tiles (Luxembourg), BlueBirds II Participations SARL 

(Luxembourg) and EREL Capital Sarl (Luxembourg). 

Chief Operating Offi cer of LH APCOA, Legendre Holding 12, 

Legendre Holding 9, Legendre Holding 10, Legendre Holding 24. 

Permanent representative of Eurazeo on the Board of Directors of 

France Asie Participations. 

Director of Gruppo Banca Leonardo (Italy). 


� 


Contents 

Management 

experience 

Bruno Keller joined 

the Eurazeo group 

in 1990 as Chief 

Financial Offi cer and 

was later appointed 

as Deputy Chief 

Operating Offi cer of 

Eurazeo in June 1998, 

then Chief Operating 

Offi cer and member 

of the Executive 

Board in 2002, after 

14 years of experience 

in auditing, in fi nancial 

management positions 

and in third-party fund 

management. 

Bruno Keller is a 

Director of Europcar 

Groupe. 

He is a graduate of the 

École Supérieure de 

Commerce of Rouen. 

- Positions and offi ces currently held 

Xavier de Lacoste 

Chief Operating Offi cer and member of ANF’s Executive Board. Lareymondie joined 

Manager of ANF République. 

ANF in 2006 after 

Other positions and offi ces held over the past 5 years 12 years with AGF 

Chairman and Chief Executive Offi cer of Etablissement Paindavoine, as the head of 

Kléber Raphaël, Etoile Foncière et Immobilière, Société Commerciale real estate assets 

Vernet. 

valuation, appraisals 

Director of Kléber Longchamp, Kléber Passy, Kléber Poincaré, and investments. He 

Sonimm, AGF Saint Marc, CIABA, Assurances Maritimes Françaises. also spent 10 years 

Manager of Business Vallée II, Le Relais de la Nautique, SCI Le serving in the fi nancial 

Surmelin. 

and operational 

Permanent representative of AGF 2X in Sagitrans, Edifi ce SA. management of real 

Permanent representative of AGF Holding in Société Foncière 

Européenne. 

Permanent representative of AGF IART in Vernon SA, SA du Hameau, 

12 Mademeine SA, 48 ND des Victoires. 

Permanent representative of AGF Saint Marc in Société Immobilière 

Neptune. 

Permanent representative of AGF Vie in 38 Opéra, Château Larose 

Trintaudon, SCI Les Collines de Sophia. 

Permanent representative of Eustache in NSRD. 

Permanent representative of Société Commerciale Vernet in the SCI 

La Paillère, SCI Chartreuse, SCI Espace Lumière 5, SCI Espace 

Lumière 3, SCI Morgane, SNC l’Armourier 2, SNC Le Grand Parc, 

SNC L’Aménagement de l’Armourier, SCI Les Jardins de Garches, 

SCI Tarbes Adour, Techniparc du Chêne, SCCV Gonesse Activités, 

SNC Immo Loisirs, Kléber Longchamp, Kléber Raphaël . 

Permanent representative of AGF in Eustache, PFE, Sagitrans. 

estate developers. 


41 


42 



Name 

and age 

Brigitte 

Perinetti (1) 

Age: 51 

Member of 


Board 

Ghislaine 

Seguin 

Age: 44 

Member of 


Board 

Date of 

initial appointment 

April 18, 

2006 

December 

9, 2008 


End date 

of t erm 

of offi ce 

March 25, 

2013 

March 25, 

2013 


position 

held 



Other offi ces and positions held in other companies 

as of December 31, 2009 


- 


Member of ANF’s Executive Board. 


Member of ANF’s Executive Board. 


Chairwoman of Kléber Longchamp. 


The Board of Directors meets, on average, twice a month. It met 25 times in 2009, with an attendance rate of 100%. 

� 

Contents 

Management 

experience 

Brigitte Perinetti joined 

Eurazeo in 2004 after 

20 years managing 

family real estate 

assets. 

Ghislaine Seguin 

joined ANF in 2008 as 

Real Estate Director 

and was appointed 

member of the 

Executive Board on 


She began her career 

in 1989 in property 

development and 

spent 13 years with 

AGF Immobilier as an 

Investment project 

manager and then in 

charge of arbitrage 

and affi liates. In 2006, 

she joined ING Real 

Estate as Deputy 

Development Director. 

Ghislaine Seguin holds 

degrees in private law 

and property law (Paris 

II Assas), she is also a 

member of the Royal 

Institution of Chartered 

Surveyors (MRICS). 


Members of the Supervisory Board 

1. At the Registration Document fi ling date, the Supervisory Board was composed of the following 13 members: 



Last name 

Supervisory Board 

First name Business address Position at ANF 

Number of shares 

held as of March 31, 2010 

Hagelauer Alain C/o ANF 


Chairman 264 

Sayer Patrick C/o Eurazeo 


Vice-Chairman 289 

Abellard (3) Delphine C/o Eurazeo 


262 

Audouin Philippe C/o Eurazeo 


1,879 

Bazin Sébastien C/o Colony Capital LLC 

6 rue Christophe Colomb – 75008 Paris 

262 

Bonnell Bruno C/o ANF 


250 

Bret Jean-Luc C/o La Croissanterie 

5 rue Olof Palme – 92587 Clichy Cedex 

2,362 

Le Gentil Eric C/o Generali France Assurances 

7/9 boulevard Haussmann – 75309 Paris Cedex 09 

250 

Lemaire Alain C/o Caisses d’Epargne 

50 avenue Pierre Mendès France – 75201 Paris 

Cedex 13 

250 

Monnier Philippe C/o Simon Ivanhoe 

250 bis rue du Faubourg Saint Honoré – 75008 Paris 

262 

Richardson Jean-Pierre C/o Richardson 

2 place Gantès – BP 1917 – 13225 Marseille Cedex 2 

252 

Saint Olive Henri C/o Banque Saint Olive 

84 rue Duguesclin – 69458 Lyon Cedex 06 

262 

Zarifi Théodore C/o Zarifi Gestion 

10 rue du Coq – BP 47 – 13191 Marseille Cedex 20 

262 

(3) Delphine Abellard resigned from her duties as member of the Supervisory Board with effect from May 6, 2010. 

Name and age 


Age: 69 

Chairman of 

the Supervisory 

Board 

End date 

Date of initial of t erm 

appointment of offi ce 

Main position 

held excluding 


Other offi ces and positions held in other 

companies as of December 31, 2009 Management experience 

May 4, 2005 2011 - Positions and offi ces currently held 

Chairman of the Supervisory Board of ANF. 

Positions and offi ces held over 

the past 5 years 

Member of the Executive Board of Eurazeo. 

Member of the Supervisory Board of Fraikin 

Groupe. 

Director of ANF. 

Permanent representative of Eurazeo on the 

Board of Directors of BBS Finance. 

� 

Contents 

Alain Hagelauer was a member 

of Eurazeo’s Executive Board from 

2002 to 2006. 

He served successively as Director 

of Management Control for the 

Thomson group, then Deputy Chief 

Operating Offi cer and Chief Financial 

Offi cer for Thomson SA and Thomson 

CSF from 1987 to 1997. He then 

served as Deputy Chief Operating 

Offi cer and Chief Financial Offi cer 

of Thales (formerly Thomson-CSF) 

from 1997 to 2001. 

Alain Hagelauer graduated from the 

Hautes Études Commerciales in 1963 

from the University of Hamburg. 


43 


44 



Name and age 

Patrick Sayer 

Age: 52 

Vice-Chairman of 

the Supervisory 

Board 


End date 






May 4, 2005 2011 Chairman of the 


of Eurazeo 

� 




Vice-Chairman of the Supervisory Board of ANF. 

Chairman of the Executive Board of Eurazeo. 

Director of Holdelis, Europcar Groupe. 

Member of the Advisory Board of APCOA Parking 

Holdings GmbH (Germany). 

Chief Operating Offi cer of Legendre Holding 19, 

Immobilière Bingen and Legendre Holding 8. 

Manager of Euraleo Srl (Italy). 

Manager of Investco 3d Bingen (Partnership ). 

Chairman of Eurazeo Capital Investissement 

(formerly Eurazeo Partners SAS). 

Vice-Chairman of the Supervisory Board of 

Rexel SA. 

Director of Gruppo Banca Leonardo (Italy). 

Director of Accor. 

Director of Colyzeo Investment Advisors (UK). 

Director of SASP Paris-Saint Germain Football. 



Permanent representative of ColAce SARL on the 

Supervisory Board of Groupe Lucien Barrière. 

Chairman of the Board of Directors of Legendre 

Holding 18. 

Chairman, Vice-Chairman and member of the 

Supervisory Board of Groupe B&B Hotels. 

Chairman of the Supervisory Board of Fraikin 

Groupe. 

Chairman of the Board of Directors of BlueBirds 

Participations SA (Luxembourg). 


Financière Galaxie SAS and Galaxie SA. 

Director of Rexel Distribution. 

Director of Eutelsat SA and Eutelsat 

Communications. 

Director of IRR Capital. 

Director of Ipsos. 

Director of RedBirds Participations SA 

(Luxembourg). 

Director of Rexel SA (formerly Ray Holding SAS), 

Ray Acquisition (SAS). 

Director of SatBirds (SAS). 

Chief Operating Offi cer of Legendre Holding 11. 

Member of the Supervisory Board of Presses 

Universitaires de France. 

Chairman of the French Association of Capital 

Investors (AFIC). 

Member of the Board of Lazard LLC (United 

States). 

Managing Partner of Partena. 

Manager of Investco 1 Bingen (Partnership ). 

Permanent representative of Lux Tiles SARL on 

the Management Board of Clay Tiles Sponsors 

(Luxembourg). 

Chairman of the Advisory Board of APCOA 

Parking Holdings GmbH (formerly Perpetuum 

Beteiligungsgesellschaft mbH) (Germany). 

Chairman of the Supervisory Board of APCOA 

Parking AG (formerly AE Holding AG) (Germany). 

Contents 

Patrick Sayer has been Chairman 

of the Executive Board of Eurazeo 

since May 2002. 

P reviously he was Managing Partner 

Lazard Frères et Cie in Paris and 

Managing Director of Lazard Frères & 

Co in New York. He participated in the 

creation of Fonds Partenaires, where 

he was active from 1989 to 1993. He 

subsequently helped to establish the 

investment strategy of Gaz et Eaux, 

now Eurazeo. 

Patrick Sayer is a Director or 

Supervisory Board member in several 

companies, including Accor, ANF, 

APCOA, Elis, Euraleo, Europcar, 

Gruppo Banca Leonardo, Paris Saint- 

Germain (PSG) and Rexel. 

He is a member of the Advisory Council 

of France Investissement. 

He is a graduate of the École 

Polytechnique, École des Mines de 

Paris, and of the French Financial 

Analyst Training Center. 


Name and age 

Delphine 

Abellard (1) 

Age: 46 

Member of the 

Supervisory 

Board 

End date 






May 4, 2005 2011 General Counsel 

of Eurazeo 





Member of the Supervisory Board of ANF. 

Manager of Investco 4i Bingen. 

Manager B of Ray Investment Sarl (Luxembourg). 

Member of the Board of Directors of Broletto 1 

Srl (Italy). 



Representative of Eurazeo on the Managinvest 

Board. 

Manager of Clay Tiles Participation Sarl and EREL 

Capital Sarl. 

Director of Euraleo (Italy). 


From 1988 to 1998 Delphine Abellard 

worked in law fi rms in Washington 

D.C. in the fi eld of international 

economic law, then in Paris in the 

M&A department of an American fi rm. 

In March 1998, she joined Financière et 

Industrielle Gaz et Eaux and Eurafrance, 

two listed investment holding 

companies that merged in 2001 to 

form Eurazeo. 

She is in charge of legal monitoring 

for the Group companies and works 

on the legal aspects of investment 

transactions. 

Delphine Abellard is a member of the 

Bar in Paris and New York. She holds 

an MBA in Finance (Virginia Polytechnic 

Institute), a Master of Law degree 

(Georgetown University) and a master 

in business law from the University of 

Paris I. She is also a graduate of the 

Institut d’Études Politiques in Paris. 

(1) Delphine Abellard resigned from her duties as member of the Supervisory Board with effect from May 6, 2010. 

A proposal to appoint Fabrice de Gaudemer as member of the Supervisory Board of ANF was submitted at the Company’s Shareholders’ Meeting held 

on May 6, 2010. 

� 

Contents 


45 

OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS

46 



Name and age 

Philippe 

Audouin 

Age: 53 


Supervisory 

Board 


End date 






May 4, 2005 2011 Member of 


Board and Chief 

Financial Offi cer 

of Eurazeo 

� 





Member of the Executive Board and Chief Financial 

Offi cer of Eurazeo. 

Director of Europcar Groupe and Holdelis. 

Vice-Chairman of the Supervisory Board of Groupe 

B&B Hotels. 

Vice-Chairman of the Supervisory Board of APCOA 

Parking AG (formerly AE Holding AG) (Germany). 

Managing Director of Perpetuum MEP Verwaltung 

GmbH (Germany). 

Member of the Advisory Board of APCOA Parking 

Holdings GmbH (Germany). 

Chairman of Immobilière Bingen, Ray France 

Investment, Legendre Holding 8, LH APCOA, 

Legendre Holding 19, Legendre Holding 21, 

Legendre Holding 22, Legendre Holding 23 and 

Legendre Holding 25. 

Chief Operating Offi cer of La Mothe and Eurazeo 

Capital Investissement (formerly Eurazeo Partners). 

Director of Eurazeo Services Lux (Luxembourg). 

Manager of Eurazeo Italia (Italy). 

Permanent representative of Eurazeo on the Board 

of Directors of SFGI. 



Member of the Supervisory Board of Ray 

Acquisition SCA and SatBirds Capital Participations 

SCA (Luxembourg). 

Chairman and Director of LAI BV (Netherlands). 

Chief Operating Offi cer of Legendre Holding 14 

(now Europcar Groupe) Legendre Holding 18 and 

Catroux. 

Chairman of the Board of Directors of France Asie 

Participations. 

Director of Legendre Holding 18, Legendre 

Holding 17, Compagnie de Gérance Foncière, 

Intermarine Holdings BV (Netherlands), BlueBirds 

Participations SA (Luxembourg). 

Chairman of Legendre Holding 11, Legendre 

Holding 24, RedBirds France, Legendre 

Holding 12, Legendre Holding 7, Legendre 



Holding 6, SatBirds (SAS), SatBirds 2 (SAS), 

WhiteBirds France (formerly called Legendre 

Holding 3). 

Manager of Investco 2 Bingen (Partnership ), 

Legendre Holding 15, SatBirds Capital SARL 

(Luxembourg), SatBirds Finance SARL (Luxembourg). 

Member of the Advisory Board of Perpetuum 

Beteiligungsgesellschaft mbH (now APCOA Parking 

Holdings GmbH) (Germany). 

Managing Director of APCOA Group GmbH 

(formerly Perpetuum Holding Management GmbH) 

(Germany). 

Contents 

Philippe Audouin began his career 

by creating and developing his own 

company for nearly 10 years. After 

selling it, he worked in Germany as 

Chief Financial Offi cer and Signing 

Offi cer (“Prokurist”) of the fi rst joint 

venture between France Telecom 

and Deutsche Telekom. From 

1996 to 2000, Philippe Audouin 

was Director of Finance, Human 

Resources and Administration 

for France Telecom’s Multimedia 

division. He was also a member 

of the Supervisory Board of 

PagesJaunes. From April 2000 to 

February 2002, Philippe Audouin 

was Chief Financial Offi cer of 

Europ@web (Groupe Arnault). 

He also taught for fi ve years at the HEC 

Business School including a position as 

senior lecturer for third-year students in 

the Entrepreneurs program . He joined 

Eurazeo in 2002. 

Philippe Audouin is Chairman of 

Immobilière Bingen, Vice-Chairman of 

the Supervisory Board of Groupe B&B 

Hotels, Director of Europcar Groupe 

and Holdelis (Elis), Vice-Chairman of 

the Supervisory Board APCOA Parking 

AG (Germany) as well as member of 

the Executive Board and Chief Financial 

Offi cer of Eurazeo. 

He is a graduate of the École des 

Hautes Études Commerciales . 


Name and age 

Sébastien 

Bazin* 

Age: 48 


Supervisory 

Board 

(*) Independent member 

End date 









May 4, 2005 2011 Principal and Positions and offi ces currently held. 

Managing Member of the Supervisory Board of ANF. 

Director Europe Chairman and Chief Operating Offi cer of Société 

of Colony Capital d’Exploitation Sports et Événements and of 

Holding Sports et Événements. 

Chairman of the Supervisory Board of Paris Saint- 

Germain Football. 

Director of Carrefour, Accor, Moonscoop IP, 

Moonscoop SAS. 

Chairman of Colwine SAS, BAZEO EUROPE SAS, 

Colony Capital SAS, Colfi lm SAS, RSI SA 

(Belgium). 

Chief Operating Offi cer of Toulouse Canceropole 

and COLSPA SAS. 

Partner of CC Europe Invest. 

Member of the Supervisory Board of Groupe 

Lucien Barrière SAS. 

Managing Director of Sisters SA (Luxembourg). 

General partner of CES TENESOL RÉUNION 

2008. 



Chairman of ColBison SAS, SAIP, SAS Spazio, 

Front de Seine Participations, Coladria SAS, 

Financière Baltimore SAS, SAS Baltimore, 

Financière Le Parc SAS, SAS Le Parc, SAS ABC 

Hôtels, SAS Défense CB3, ColEven SAS, SHAF 

SAS. 

Vice-Chairman of the Supervisory Board of Buffalo 

Grill. 

Chairman of the Board of Directors (not Director) 

of Château Lascombes. 

Partner of Colony Santa Maria SNC, Colony 

Le Chalet EURL, Colony Santa Maria EURL, 

Colony Pinta SNC and Colmassy. 

� 


Contents 

Sébastien Bazin began as a financial 

analyst at Moseley, Hallgarten, Eastbrook & 

Weeden Inc. in Paris (1982-1984) then 

went on to hold positions as Director in 

charge of investments in shares of listed 

companies at Frates Group in New York, 

(United States) (1985-1986), Advisor to 

the Chairman and Chief Executive Officer 

and member of the Executive Committee 

of Kaiser Aluminium Inc. in San Francisco, 

(United States) (1987-1988), Partner of the 

M&A department at Painewebber Inc. in 

New York, (United States) (1988-1989), 

Vice-Chairman in charge of mergers and 

acquisitions in Europe for Painewebber 

International in London, United Kingdom 

(1989-1990), Assistant Director of 

Hottinguer Rivaud Finances (1990-1992), 

Assistant General Director in charge of 

finance (1992-1994) and Chief Operating 

Officer (1994-1997) of Immobilière 

Hôtelière SA. 

He joined the Colony group in 1997 where 

he was Chief Operating Officer of Colony 

Capital SAS before becoming Executive 

Chief Operating Officer for Colony Europe 

in 1999. 

He holds an undergraduate degree in 

economics and a masters in management 

from the Université de Paris Sorbonne. 

Sébastien Bazin holds the following 

offices: Chairman and Chief Operating 

Officer of SESE (Société d’Exploitation 

Sports et Événements) and HSE (Holding 

Sports et Événements), Chairman of 

the Supervisory Board of PSG Football 

Club, Director (limited liability company 

with a Board of Directors) of the groups 

Accor, Carrefour and Moonscoop IP 

(formerly France Animation), member of 

the Supervisory Board of ANF, Chairman 

(SAS) of Colwine, Colfilm, Bazeo 

Europe SAS and Colony Capital SAS, 

Chief Operating Officer (SAS) of Toulouse 

Canceropole and COLSPA SAS, Partner 

(SARL) of CC Europe Invest, Director 

(SAS) of Moonscoop SAS, member of the 

Supervisory Board (SAS) of Groupe Lucien 

Barrière. 


47 


48 



Name and age 

Bruno Bonnell* 

Age: 51 


Supervisory 

Board 



End date 






May 14, 2008 2014 Chairman and 


Offi cer of 

Sorobot SA 

� 





Director of Groupe Danone, SPCS. 

Member of the Management Board of Pathé. 

Director of Robopolis SA. 

Chairman of the Supervisory Board of ZSLIDE. 

Chairman and Chief Executive Offi cer of Sorobot 

SA. 



Member of the Supervisory Board of Eurazeo. 

Chairman and Chief Executive Offi cer of 

Infogrames Entertainment SA. 

Chairman of the Board of Directors, Chief Creative 

Offi cer of Atari Inc. (USA). 

Representative of IESA as Chairman of Atari 

Europe SASU and Eden Studio SAS. 

Representative of Atari Europe SASU as Chairman 

of Atari France SASU. 

Chairman of the Board of Directors of Infogrames. 

com SA, Flamatis, Infogrames Entertainment SA, 

Infogrames Interactive SA and I.D.R.S. 

Member of the Supervisory Board of Pathé. 

Chairman and Chief Executive Offi cer of 

Infogrames, Inc. (United States). 

Director of Eurazeo, Infogrames France, Ocean 

International Group (United Kingdom). 

Chief Operating Offi cer of Infogrames Europe. 

Chief Executive Offi cer of GT Interactive Software 

Inc. (United States). 

Chairman of Infogrames North America. 

Representative of IEU SASU as Chairman of 

Infogrames France SASU. 

Representative of IESA as Chairman of Infogrames 

Europe SASU. 

Contents 

Bruno Bonnell is currently Chairman of 

Sorobot SA, the holding company of 

Robopolis SA, an innovative company 

in personal and services robotics. 

He was Chairman of Groupe Atari/ 

Infogrames Entertainment SA (IESA) 

and of its American subsidiary, Atari, 

Inc., until April 4, 2007. Bruno Bonnell 

created Infogrames with Christophe 

Sapet in June 1983. Since then, Atari 

group has been among the leading 

international independent entertainment 

software developers, both in the United 

States and in Europe. 

Before founding Infogrames, Bruno 

Bronnell launched of one of the fi rst 

computers for home use, called the 

Thomson T07. 

Bruno Bonnell holds a degree in 

economics from Université de Paris 

Dauphine and a degree in chemical 

engineering from Groupe CPE Lyon. 


Name and age 

Jean-Luc Bret 

Age: 63 


Supervisory 

Board 

End date 








Offi cer of La 

Croissanterie SA 






Member of the Supervisory Board of OFI Private 

Equity Capital. 

Chairman and Chief Executive Offi cer of La 

Croissanterie SA. 

Chairman of the Executive Board of LC 

Holding SA, Le Goût du Naturel. 

Partner of SNC La Croissantière Forum des Halles, 

La Croissanterie La Défense, La Croissantière 

Saint Michel, La Croissantière Poissonnière, La 

Croissantière Temple, La Croissantière Bretigny, 

La Croissantière Rennes Alma, La Croissantière 

Aquitaine, La Croissantière Poitou Charentes, La 

Croissantière Centre Loire Nord, La Croissantière 

Savoie, La Croissantière Jura, La Croissantière 

Normandie, Saint-Georges, Au Pain Chaud, 

Croissant Sud-Est, Le Croissant Fourre de Lille, 

Le Croissant Fourre de Noyelles, 

Le Croissant Fourre de Valenciennes. 

Partner of SARL Espaces Délices, Portet Délices, 

King Corner, Labège Délices, Taras, Food 

Consortium. 

Chairman of SAS Café La Croissanterie, SAS Les 

Amis de la Croissanterie. 

Chairman of La Croissanterie Ltd (Ireland), 

Executive INNS Ltd (Ireland). 

Sole Director of La Croissanterie Italia Srl (Italy). 

Partner of Sociedade Alimentar de Croissants Lda 

(Portugal), A Croissanteria de Paris Lda (Portugal). 

Chairman of PROCOS – Fédération pour 

l’Urbanisme et le Développement du Commerce 

spécialisé (Expert Federation in Urbanism for the 

Development of Specialised retail). 

Chairman of ADEC – Association pour le 

Développement de l’Enseignement commercial 

et de la gestion (Association for the Development 

of Commercial and Management Teaching), 

Partner of ISTEC (Institut Supérieur des Sciences, 

Techniques et Économie Commerciales). 

Vice-Chairman of CNCC – Conseil National des 

Centres Commerciaux. 



None 

� 


Contents 

Jean-Luc Bret is the Founding 

Chairman of La Croissanterie SA since 

1977, which today has 180 outlets 

in France, Ireland, Italy and Portugal. 

With its “Le Goût du Naturel” (Natural 

Taste) concept, La Croissanterie 

welcomes 100,000 customers every 

day for a morning break (bakery goods, 

fruit juice, cappuccino, etc.), at lunch 

(sandwiches, salad plates, quiches, 

desserts, etc.) and at tea time (pastries, 

gourmet coffees, muffi ns). 

A 1968 graduate of ISTEC, Institut 

Supérieur des Sciences, Techniques et 

Économie Commerciales, he managed 

the industrial bakery BLE OR SA until 

1977. 

In addition, Jean-Luc Bret is Chairman 

of PROCOS, Fédération pour 

l’Urbanisme et le Développement 

du Commerce spécialisé, which 

groups together more than 250 large 

companies in France and is signatory 

to the agreement to create and 

apply the Commercial Rental Index 

(ILC), Chairman of l’ISTEC – a 5-year 

programme – a degree signed by the 

Ministry of National Education, and 

also Vice-Chairman of CNCC, Conseil 

National des Centres Commerciaux. 

He also participated in the Joint 

Commission to draft the “Landlord- 

Tenant” code of conduct. 


49 


50 



Name and age 

Éric Le Gentil* 

Age: 49 


Supervisory 

Board 



End date 



November 17, 

2008, 

ratifi ed at the 

Shareholders’ 

Meeting of 

May 28, 2009. 




2014 Member of the 

Management 

Committee of 

Generali France 

� 





Chief Operating Offi cer of Generali France 

Assurances. 

Chairman of the Board of Directors of Generali 

Reassurance Courtage. 

Director of Generali France Assurances, Generali 

Vie, Generali IARD and Generali Reassurance 

Courtage. 

Permanent representative of Generali Iard on the 

Board of Directors of Europ Assistance Holding. 

Permanent representative of Generali France 

Assurances on the Board of Directors of Generali 

Investments France and E-CIE Vie. 

Permanent representative of Generali Vie on 

the Board of Directors of Cofi tem Cofi mur and 

Mercialys. 

Member of the Supervisory Board of the Fonds 

de Garantie des Assurés contre la Défaillance des 

Sociétés d’Assurances de Personnes. 

Member of the Investment Advisory Board of 

Generali Investments S.p.A. 

Member of the Management Board of Generali 

Investments Managers SA and Generali Fund 

Management. 

Member and Chairman of the Executive 

Committee of Cofi fo SAS. 



Director and Chief Operating Offi cer of Assurance 

France Generali. 

Director of GPA-Iard, GPA-Vie, La Fédération 

Continentale. 

Permanent representative of Generali Assurances 

Iard on the Board of Directors of Europ Assistance 

Holding and of SICAV Generali Investissement. 

Permanent representative of Generali 

Assurances – Vie on the Board of Directors of 

Generali Assurances Iard. 

Permanent representative of Generali France on 

the Board of Directors of Generali Assurances – 

Vie and of Generali Finances. 

Permanent representative of Assurance France 

Generali on the Supervisory Board of Foncières 

des Murs. 

Member of the Strategy Committee of Mantra. 

Contents 

Since September 2002, Éric Le Gentil 

has been member of the Management 

Committee of Generali France (the 

group’s parent company in France) and 

corporate offi cer of Generali France 

Assurances (the group’s insurance 

holding company). 

He is in charge of Asset Management 

(including real estate), steering, 

reinsurance and the g roup’s specialised 

companies. 

Éric Le Gentil began his career 

on secondment with the 

Inspection Générale des Finances 

(September 1985 – May 1996), before 

going on to work as Commissaire 

contrôleur des assurances (insurance 

supervisor) with the Insurance 

department of the Ministry of Finance 

(June 1986 – January 1990) and 

Technical Advisor for M.P. Beregovoy 

(February 1990 – March 1992). 

He worked for the Athena Assurances 

group (April 1992 – June 1998) 

and AGF Assurances (July 1998 – 

January 1999). 

He holds a degree from École 

Polytechnique, Sciences Po Paris 

and the Institut des Actuaires Français 

(French Actuaries Institute). 

Éric Le Gentil is a member of the 

Executive Commission of the FFSA 

(French Insurance Association), 

Vice-Chairman of the Economic and 

Financial Commission of the FFSA, 

member of the X-Assurances group, 

Sciences Po Assurance group and 

Club des 17 (insurance managers). 


Name and age 

Alain Lemaire* 

Age: 60 


Supervisory 

Board 


End date 






May 14, 2008 2014 Chief Operating 

Offi cer and 

member of 


Board of BPCE 

in charge of 

the Caisses 

d’Épargne 

network 






Member of the Executive Board of BPCE. 

Chief Operating Offi cer (Caisses d’Épargne 

network) of BPCE. 

Director and member of the Supervisory Board of 

Erilia, Caisses d’Épargne Participations (permanent 

representative of BPCE), Crédit Foncier de France, 

Natixis, Banque Privée 1818, CE Garanties 

Entreprises (permanent representative of BPCE), 

Écureuil Vie Développement, CNP Assurances, 

Nexity, Banca Carige, Natixis Epargne Financière, 

Natixis Epargne Financière Gestion, GCE 

Domaines and SOPASSURE. 

Chairman of the Supervisory Board of SOCFIM, 

GCE Capital and Banque Palatine. 

Chairman of Erixel and GCE Fidélisation. 

Chairman of the Board of Directors of Natixis 

Asset Management and Erixel. 

Chairman of the Supervisory Committee of FLCP. 

Non-voting member of The Yunus Movie Project 

Partners. 



Member of the Executive Board and Chief 

Operating Offi cer of the CNCE. 

Chairman of the Executive Board of the CEPAC. 

Chairman of the Board of Directors of Crédit 

Foncier de France. 

Director/member of the Supervisory Board of 

Natixis (permanent representative of CNCE), 

GCE Capital, Marseille Aménagement, Banque 

de la Réunion (permanent representative of CEP 

PAC), Banque des Antilles Françaises (permanent 

representative of CEP PAC), La Chaîne Marseille 

– LCM (permanent representative of CEP 

PAC), Proxipaca Finance (Management Board), 

Financière Océor (permanent representative 

of CEP PAC), Viveris Management, Viveris 

(Management Board), Caisse Nationale des 

Caisses d’Épargne (CNCE), Arpège. 

Manager of SCF Py Rotja. 


Écureuil Gestion and Écureuil Gestion FCP. 

� 


Contents 

Alain Lemaire is Chief Operating Offi cer 

and member of the Executive Board of 

BPCE (new central body as a result of 

the merger of the Caisses d’Épargne 

and Banques Populaires networks) 

in charge of the Caisses d’Épargne 

network. 

With a Master in public law and a 

graduate of the École Nationale des 

Impôts and ENA, Alain Lemaire began 

his career at the Caisse des Dépôts 

et Consignations and Crédit Local de 

France. 

Member of the Executive Board of CLF 

since 1991 he became a member 

of the Executive Committee of the 

CDC in 1993. He joined the Caisse 

d’Épargne g roup in 1997 as a member 

of the Executive Board of the CENCEP 

(the body that gave rise to the CNCE 


After his position as Chief Operating 

Offi cer of Crédit Foncier from 1999 to 

2002, Alain Lemaire was appointed 

Chairman of the Executive Board of 

Caisse d’Épargne Provence-Alpes- 

Corse in 2002. 

He has been a member of the 

Supervisory Board of the Caisse 

Nationale des Caisses d’Épargne 

since 2002 and was appointed Chief 

Operating Offi cer in October 2008. 


51 


52 



Name and age 

Philippe 

Monnier* 

Age: 67 


Supervisory 

Board 

Jean-Pierre 

Richardson 

Age: 71 


Supervisory 

Board 



End date 






May 4, 2005 2011 Manager of 

Groupe BEG 

(SARL) 



Offi cer of SA 

Joliette Matériel 





Manager of Groupe BEG (SARL). 

Manager of BEG Technique SARL, CEFIC Gestion 

(SARL), SCI SOGEP, SARL Foncière Immobilière, 

SCI Waskim, Bay 1/Bay 2 (SARL), TC Design 

(SARL), SCI La Louvière, SCI IMOFI, Simon 

Ivanhoe Services (SARL) BEG Investissements 

(SARL), Foncière d’Investissement (SARL), CEFIC 

Jestyion Ticaret Limited Sirketi (Turkey), Erelux 

Hold SARL (Luxembourg), Erelux Fin SARL 

(Luxembourg), Le Cannet Développement SARL. 

Director of SWEM de Wasquehal (semi-public 

company). 

Co-Manager of Simon Ivanhoe France (SARL). 

Chairman of PCE SAS, La Roubine SAS, Siagne 

Nord SAS. 

Member of the Management Board of Simon 

Ivanhoe B.V./SARL, CEFIC Polska Sp. z o.o. 

(Poland), Gdansk Station Shopping Mall 

Sp. z o.o. (Poland), Bydgoszcz Shopping Mall Sp. 

z o.o. (Poland), Gliwice Shopping Mall 

Sp. z o.o. (Poland), Katowice Budus Shopping 

Mall Sp. z o.o. (Poland), Lodz Nord Shopping Mall 

Sp. z o.o. (Poland), Polska Shopping Mall Sp. z 

o.o. (Poland), Szczecin Shopping Mall 

Sp. z o.o. (Poland), Wilenska Station Shopping 

Mall Sp. z o.o. (Poland), Wroclaw Garage 

Shopping Mall Sp. z o.o. (Poland), Polskie 

Domy Handlowe Sp. z o.o. (Poland), Arkadia 

Centrum Handlowe Sp. z o.o., Wilenska Centrum 

Handlowe Sp. z o.o. 



Chairman and Chief Operating Offi cer of CEFIC 

(SA). 

Co-representative of Simon Ivanhoe B.V./SARL, 

co-Manager of Alliance ERE SARL (Luxembourg). 



Non-voting member of Eurazeo. 

Chairman and Chief Operating Offi cer of SA 

Joliette Matériel. 




� 

Contents 

As Chief Operating Offi cer of the Simon 

Ivanhoe g roup, Philippe Monnier has 

developed over 30 shopping center 

in France, Spain, Portugal, Poland 

and Turkey. Before joining the group 

in 1988, he was Chairman and Chief 

Operating Offi cer of SMECI (Weil 

group) from 1975 to 1988, where 

he developed and managed various 

shopping center in Europe. 

Philippe Monnier is a graduate of ESC 

Reims. 

Jean-Pierre Richardson is the Chairman 

and Chief Operating Offi cer of SA 

Joliette Matériel, a family holding 

company Chairwoman of SAS 

Richardson. 

He joined the Company in 1962 where 

he managed its operations from 1969 

to 2003. 

Jean-Pierre Richardson served as a 

judge at the Marseilles Commercial 

Court from 1971 to 1979. 

He graduated from École Polytechnique 

(in 1958). 


Name and age 

Henri Saint 

Olive 

Age: 66 


Supervisory 

Board 

Théodore Zarifi 

Age: 59 


Supervisory Board 

End date 






May 4, 2005 2011 Chairman of 

the Board of 

Directors of 

Banque Saint 

Olive 


Chief Executive 

Offi cer of Zarifi 

Gestion SA 

and Romain 

Boyer SA 






Chairman of the Board of Directors of Banque 

Saint Olive, Enyo. 

Chairman of the Supervisory Board of Saint Olive 

et Cie, Saint Olive Gestion. 

Manager of Segipa and CF Participations. 

Member of the Supervisory Board of Prodith 

SCA, Monceau Générale Assurances (MGA) and 

Eurazeo. 

Director of Vinci, Centre Hospitalier Saint 

Joseph et Saint Luc, the Saint Joseph Hospital 

Association, Mutuelle Centrale de Réassurance 

(MCR) and Compagnie Industrielle d’Assurance 

Mutuelle (CIAM). 

Positions and offi ces held over the past 

5 years 

Chairman of the Board of Directors of C.I.A.R.L. 

Manager of LP Participation. 

Director of g roupe Monceau companies. 




Chairman and Chief Operating Offi cer of Zarifi 

Gestion SA, Romain Boyer SA. 

Director of Zarifi & Associés SA, Zarifi Entreprise 

d’Investissement (Zarifi & Associés subsidiary), 

Maydream Luxembourg SA (Luxembourg). 

Manager of Romain Immobilier SARL, 

Irénée SARL. 

Deputy Chief Operating Offi cer of Zarifi & Associés, 

Somagip SA. 

Chairman of SAS HAB, SAS Z&Z. 

Permanent representative of Z&Z on the Board of 

Directors of Quincaillerie d’Aix. 

Permanent representative of HAB on the Board 

of Trustees of SAS CFCA. 



Representative of Romain Boyer on the 

Supervisory Committee of SAS Calliscope and 

on the Board of Directors of Chaud Devant 

Développement SA. 

Representative of Z&Z on the Board of Trustees 

of SAS CFCA. 

Director of SOMAGIP. 

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Henri Saint Olive has been with Banque 

Saint Olive since November 1969. 

He was appointed Chairman of the 

Executive Board in December 1987 

and then Chairman of the Board of 

Directors in June 1989. 

He is a Naval Reserve Offi cer (CC) and 

a graduate of HEC (Hautes Études 

Commerciales). 

Since December 1988, Théodore 

Zarifi has been a Signing Offi cer 

then a Chief Operating Offi cer 

(March 1994) of Zarifi & Cie EI., then 

appointed Deputy Chief Operating 

Offi cer (November 2002) of the same 

company, which became Zarifi & 

Associés SA, a family holding company 

(on September 25, 2002, after spinning 

off all of its regulated activities to Oddo 

M&A, which became Zarifi EI ). 

He was also the Chief Financial Offi cer 

of Pennwalt France’s R.S.R. division 

(1987-1988) and successively served as 

a Management Assistant, Management 

Controller, Chief Operating Offi cer and 

Secretary of the Board of Directors 

(1976-1987) of SA Les Raffi neries de 

Soufres Réunies, Marseilles. 

He has a bachelor’s degree in 

economics (Paris X, 1973) and an MBA 

from the University of Texas in Austin, 

United States (1976). 


53 


54 



Independence criteria for members of the Supervisory Board were 

reviewed at the Compensation and Appointments Committee 

meeting on March 20, 2009 and the Supervisory Board meeting on 

March 25, 2009. At the meeting on March 25, 2009, the Supervisory 

Board, upon a proposal by the Compensation and Appointments 

Committee, considered the following members to be independent: 

Sébastien Bazin, Bruno Bonnell, Éric Le Gentil, Alain Lemaire and 

Philippe Monnier. At its meeting on March 19, 2010, the Supervisory 

Board confi rmed its decision regarding the independent status of 

the above-mentioned members of the Supervisory Board. 


As a result, on the date of this Registration Document, out of the 

thirteen members of the Supervisory Board, fi ve are independent 

members. The latter represent at least one third of the composition 

of the Supervisory Board, pursuant to the recommendations of the 

AFEP/MEDEF Corporate Governance Code (Article 8.2). 

The Supervisory Board met fi ve times in 2009, with an attendance 

rate of 86%. 

2. The proposal to appoint Fabrice de Gaudemar as member of the Supervisory Board of ANF was submitted at the Shareholders’ Meeting 

held on May 6, 2010. 

Name, age and 

business address 

Fabrice de Gaudemar 

Age: 36 

C/o Eurazeo 

32 rue de Monceau 

75008 Paris 

End date 

of t erm 

of offi ce 


position held 



2016* Member of 


Board of 

Eurazeo 

* Subject to his appointment at the Shareholders’ Meeting on May 6, 2010. 

Other offi ces and positions 

held in other companies 

as of December 31, 2009 Management experience 


Permanent representative of Eurazeo 

on the Board of Directors of Europcar 

Groupe. 

Manager of ECIP Elis Sarl (Luxembourg), 

ECIP Agree Sarl (Luxembourg), Investco 5 

Bingen (Partnership ). 

Director of Eurazeo Management Lux 

(Luxembourg). 

Other positions and offi ces held over 


Manager of Eurazeo Entertainment Lux 

Sarl (Luxembourg). 

Director of RedBirds Participations, 

Legendre Holding 18 and Legendre 

Holding 17. 

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Fabrice de Gaudemar has been a member 

of the Executive Board of Eurazeo since 

2010. 

He joined Eurazeo in 2000 and participated 

in making or monitoring of investments 

in Eutelsat, Cegid, Rexel, Europcar and 

APCOA. 

Prior to this, Fabrice de Gaudemar was 

project manager at the Ministry of Defens e 

where he was in charge of designing 

and deploying new telecommunications 

networks. 

He is also a permanent representative 

of Eurazeo on the Board of Directors of 

Europcar Groupe. 

He is a graduate of the École Polytechnique 

and the École Nationale Supérieure des 

Télécommunications. 



2.2 Declarations regarding the administrative, 

management, and supervisory bodies and Senior 

Management 

There are no family relationships between the members of the 

Supervisory Board and the members of the Executive Board. One 

member of the Supervisory Board (Patrick Sayer) is the brother-inlaw 

of another member of the Supervisory Board (Jean-Luc Bret). 

Pursuant to Article R. 621-7.I of the Monetary and Financial Code, 

Bruno Keller, within the framework of his former position as General 

Secretary of Eurafrance and based on events from 2001, was 

subject to a pecuniary fi ne ordered on September 16, 2005 by the 

AMF (Financial Markets Authority) Disciplinary Commission against 

its recorder’s opinion. This fi ne was confi rmed by the Paris Court of 

Appeal on September 12, 2006. 

To ANF’s knowledge, and with the exception of what is provided in 

the paragraph above, over the last fi ve years: 

• there have been no decisions handed down for fraud against any 

of the members of the Executive Board or of the Supervisory 

Board; 


• no members of the Executive Board or the Supervisory Board 

have been associated with bankruptcy, receivership or liquidation 

as a member of an administration, management or supervisory 

body; and 

• no charges have been brought against and/or offi cial public 

penalties have been handed down against any members of the 

Executive Board or of the Supervisory Board by any legal or 

regulatory authority. 

In addition, to ANF’s knowledge, no member of the Executive Board 

or of the Supervisory Board has been prevented by a court to act as 

a member of an administrative, management or supervisory body of 

an issuer or to act in the management or conducting of business of 

an issuer, in the last fi ve years. 

2.3 Confl icts of interest on administrative, management 

and supervisory bodies and Senior Management 

Mr Keller, Mr Sayer, Mr Audouin, Mr Richardson, Mr Saint Olive 

and Mr Zarifi , members of ANF’s Executive Board or Supervisory 

Board, also hold offi ces at Eurazeo, a majority shareholder in ANF, 

via Immobilière Bingen, of which 99.9% of the capital is held by 

Eurazeo. Furthermore, Ms Abellard (1) a member of ANF’s Supervisory 

Board, is compensated by Eurazeo (see paragraphs 2.1 “Terms of 

offi ce and positions of corporate offi cers – Management expertise 

as at December 31, 2009” and 2.5 “Compensation and retirement 

commitments of corporate offi cers” of part II of the Registration 

Document). 

To ANF’s knowledge, Mr Keller, Mr Sayer, Mr Audouin, 

Mr Richardson, Mr Saint Olive, Mr Zarifi and Ms Abellard have no 

confl icts of interest relating to the exercise of their corporate offi ce 

at ANF. Fabrice de Gaudemar, whose appointment as member of 

2.4 Board Committees 

Committees through the Supervisory Board 

(a) Audit Committee 

This Committee consists of three Board members: Philippe Audouin 

(Chairman), Henri Saint Olive and Théodore Zarifi . 

the Supervisory Board of ANF was submitted at the Shareholders’ 

Meeting held on May 6, 2010, is also a member of the Executive 

Board of Eurazeo. If appointed to ANF’s Supervisory Board, there 

would be no confl icts of interest relating to the exercise of his 

corporate offi ce at ANF. 

On the fi ling date of this Registration Document and to ANF’s 

knowledge, there are no situations which may give rise to a confl ict 

between the duties of the members of the Supervisory Board and/ 

or of the Executive Board with respect to ANF and their private 

interests or other duties. 

Also refer to paragraph”Statutory Auditors’ Report on regulated 

agreements and commitments” of Section 6.8 for the fi scal year 

ended December 31, 2009 of Part II of the Registration Document. 

(1) Delphine Abellard resigned from her duties as member of the Supervisory Board of ANF with effect from May 6, 2010. 

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The Audit Committee reviews the Company’s annual and interim 

fi nancial statements before submitting them to the Supervisory 

Board. In addition, the Audit Committee: 

• is consulted concerning the choice of Statutory Auditors for ANF 

and the companies that it owns directly or indirectly. It verifi es their 

independence, checks and validates, in their presence, their audit 

programmes, the results of their reviews, their recommendations 

and their consequences; 


55 


56 



• is informed as to the accounting principles applicable to the 

Company, as well as any eventual diffi culties arising from the 

correct application of such rules, and it examines any proposed 

change of accounting guidelines or modifi cations of accounting 

methods; 

• is notifi ed by the Executive Board or by the Statutory Auditors of 

any event which could entail a signifi cant risk for the Company; 

• may require the performance of any internal or external audit on 

any subject it considers material to its duties and responsibilities. 

In such cases, the Chairman immediately informs the Supervisory 

Board and the Executive Board; 

• is informed of internal control processes and internal audit 

programme whenever necessary; 

• is presented each half-year, by the Executive Board, with an 

analysis of the risks to which the Company may be exposed. 

(b) Compensation and Appointments Committee 

This Committee consists of three Board members: Patrick Sayer 

(Chairman), Sébastien Bazin and Philippe Monnier. 

The Compensation and Appointments Committee has the following 

duties and responsibilities: 

• to submit proposals to the Supervisory Board as to the 

compensation of its Chairman, Vice-Chairman and the members 

of the Executive Board, the amount of attendance fees, and 

the granting of Company stock option plans and bonus shares 

allocated to members of the Executive Board; 

• to submit recommendations for appointing, removing and 

renewing the terms of members of the Supervisory Board and 

Executive Board. The Committee is informed of the recruitment 

and compensation of the key executive managers of the 

Company. 

(c) Properties Committee 

This Committee consists of four Board members: Patrick Sayer 

(Chairman), Sébastien Bazin, Jean-Luc Bret and Philippe Monnier. 

The Properties Committee reviews and issues an opinion on any 

and all contemplated transactions, corporate acts or proposals to 

the Shareholders’ Meeting submitted to it by the Chairman of the 

Supervisory Board with prior approval from the Supervisory Board. 


Operating Committees 

(a) Real Estate Committee 

The Real Estate Committee, chaired by the Chairman of the 

Executive Board and the Chief Operating Offi cer, consists of 

members of the Executive Board and key executives of ANF. 

It meets at least once every six months to review the policy to be 

applied, follow up and report on its implementation. Any policy 

thus determined is implemented by the property team. Real Estate 

Committee meetings enable management to ensure that its policies 

are correctly implemented. 

The Real Estate Committee also examines reports prepared by the 

accounting and fi nance departments on the Company’s business 

and in particular on the completion of works and the analysis of any 

discrepancies with the budget. 

(b) Strategic Committee 

Since 2008, ANF’s key executives have met at least once per month 

in a Strategic Committee, which examines the reporting prepared 

by the accounting and fi nance departments and the operations of 

ANF’s various departments. 

(c) Coordination Committee 

A Coordination Committee was set up in June 2006 for each site, 

each one chaired by its Chief Operating Offi cer. They comprise the 

key executives of the property staff in charge of each site. 

They meet regularly to address current topics and ensure that the 

decisions of the Executive Board are correctly applied. 

(d) Executive Committee 

An Executive Committee was set up at the beginning of fi scal 

year 2008. At the date of this Registration Document, it comprised 

the members of the Executive Board, the Chief Financial Offi cer and 

one of the Company’s executives. The Chief Financial Offi cer and 

said executive attend Executive Board meetings on a regular basis. 

2.5 Compensation and retirement commitments 

of corporate offi cers 

The compensation and benefi ts of all types paid to the corporate 

offi cers of ANF by ANF and Eurazeo (1) as indicated below, in line with 

the presentation defi ned by the AFEP/MEDEF recommendations 

of October 2008 integrated into the AFEP/MEDEF Corporate 

(1) ANF is controlled by Eurazeo, as defi ned in Article L. 233-16 of the French Commercial Code. 

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Contents 

Governance Code for listed companies (December 2008) (Tables 1 

to 7) and the AMF Recommendation of December 22, 2008 

concerning the disclosures on the compensation of corporate 

offi cers required in registration documents (Tables 8 and 9). 


Members of the Executive Board and Supervisory Board remunerated by ANF 



TABLE 1: SUMMARY OF COMPENSATION, STOCK OPTIONS AND SHARES ALLOCATED BY THE COMPANY TO EACH CORPORATE 

OFFICER 

Bruno Keller, Chairman of the Executive Board (1) (€) 2008 fi scal year 2009 fi scal year 

Compensation due for the fi scal year (breakdown in Table 2) - - 

Valuation of stock options allocated for the fi scal year (breakdown in Table 4) (2) 310,540 378,135 

Valuation of performance shares allocated for the fi scal year - - 

TOTAL 310,540 378,135 

Xavier de Lacoste Lareymondie, Chief Operating Offi cer (€) 2008 fi scal year 2009 fi scal year 

Compensation due for the fi scal year (breakdown in Table 2) 335,784 348,379 



TOTAL 489,309 530,356 

Brigitte Perinetti, member of the Executive Board (3) (€) 2008 fi scal year 2009 fi scal year 




TOTAL 112,415 120,002 

Ghislaine Seguin, member of the Executive Board (4) (€) 2008 fi scal year 2009 fi scal year 




TOTAL 208,935 230,298 

Richard Odent, member of the Executive Board (5) (€) 2008 fi scal year 2009 fi scal year 

Compensation due for the fi scal year (breakdown in Table 2) 150,000 - 

Valuation of stock options allocated for the year (breakdown in Table 4) - - 


TOTAL 150,000 (6) - 

(1) Bruno Keller is remunerated solely by Eurazeo. 

(2) Stock options were valued using a model that takes into account the characteristics of allocation plans and notably the term of the options, a risk-free rate of 2.8% 

and share volatility of 30%. 


(4) Member of the Executive Board since December 9, 2008. 

(5) Richard Odent resigned from his duties as member of the Executive Board with effect from January 31, 2008. 

(6) The compensation of Richard Odent also includes notice pay and holiday pay owed at the date of resignation. 

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58 



TABLE 2: SUMMARY OF THE COMPENSATION OF EACH EXECUTIVE CORPORATE OFFICER 

The table below presents the gross compensation paid to members of the Executive Board for the fi scal years ended December 31, 2008 and 

December 31, 2009 and the gross compensation due for the same fi scal years. 

Bruno Keller, 

Chairman of the Executive Board (1) 

(€) 


Amount for 2008 fi scal year Amount for 2009 fi scal year 

Due Paid Due Paid 

Fixed compensation - - - - 

Variable compensation - - - - 

Exceptional compensation - - - - 

Attendance fees - - - - 

Benefi ts in kind - - - - 

TOTAL - - - - 

(1) Bruno Keller is remunerated solely by Eurazeo. See paragraph “Members of the Executive Board and Supervisory Board of ANF remunerated by Eurazeo” of Part II 

of the Registration Document. 

Xavier de Lacoste Lareymondie, 


(€) 


Due* Paid* Due* Paid** 

Fixed compensation 240,000 240,000 240,000 240,000 

Variable compensation 93,500 110,000 104,959 93,500 



Benefi ts in kind (car) 2,284 2,284 3,420 3,420 

TOTAL 335,784 352,284 348,379 336,920 

* The variable compensation due in fiscal year N is paid in fiscal year N + 1. The variable compensation due for 2008 and paid in 2009 was reduced by 15% on the 

compensation due for 2007. 

** The variable compensation paid in fiscal year N is that due for fiscal year N – 1. 

Brigitte Perinetti, 

Member of the Executive Board (1) 

(€) 


Due* Paid** Due* Paid** 






TOTAL 95,000 95,000 101,095 95,000 


* The variable compensation due in fiscal year N is paid in fiscal year N + 1. 


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Ghislaine Seguin, 

Member of the Executive Board 

(€) 



Amount for 2008 fi scal year (1) Amount for 2009 fi scal year 



Variable compensation 35,000 - 40,121 35,000 




TOTAL 185,000 147,883 190,121 185,000 

(1) Ghislaine Seguin joined the Company on January 8, 2008 as Real Estate Director. She was appointed to the Executive Board on December 9, 2008. The 

compensation indicated is that received since she joined the Company. 



Richard Odent (1) , 


(€) 



Fixed compensation 150,000 105,205 - - 

Variable compensation - - - - 




TOTAL 150,000 105,205 (2) - - 


(2) The compensation of Richard Odent also includes notice pay and holiday pay owed at the date of resignation. 



The compensation of members of the Executive Board which 

consists of a fi xed compensation, a variable compensation, 

and benefi ts in kind relating to their position is determined on an 

individual basis by the Supervisory Board upon the proposal by the 

Compensation and Appointments Committee, which defi nes the 

principles regarding compensation and benefi ts granted to members 

of the Executive Board. Members of the Executive Board can also 

be granted stock options and/or bonus shares. The Compensation 

and Appointments Committee also determines, for each member 

of the Executive Board, the number of any stock options granted to 

them, as well as the number of bonus shares awarded. 

The fi xed compensation of members of the Executive Board was set 

at the Supervisory Board meeting held on December 3, 2009 upon 

the proposal by the Compensation and Appointments Committee 

submitted on November 30, 2009. 

The variable portion of compensation is determined based on the 

successful achievement of professional objectives in the past fi scal 

year. 

At its meeting on March 25, 2009, the Supervisory Board decided, 

upon the proposal made by the Compensation and Appointments 

Committee at its meeting on March 20, 2009, that the variable 

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portion of compensation would be, as of FY 2009, determined 

based on the two following factors: 

• 50% of the variable portion would be calculated based on 

NAV (excluding transfer taxes); 

• 50% of the variable portion would be calculated based on the 

successful achievement of qualitative criteria as proposed by the 

Chairman of the Executive Board. 

The variable part of the compensation of the members of the 

Executive Board for 2009 was determined by the Supervisory 

Board meeting on March 19, 2010, upon the proposal made by 

the Compensation and Appointments Committee at its meeting on 

March 17, 2010, by taking into account in particular the successful 

achievement of objectives (collective and individual qualitative 

criteria) and the Company’s overall performance (quantitative criteria 

applied to all members of the Executive Board). 

Benefi ts in kind awarded to the Chief Operating Offi cer include 

exclusively the use of a company car. 

Furthermore, at the Supervisory Board meeting of May 4, 2005 it 

was decided not to compensate the members of the Executive 

Board for their terms served. However, the members are still 

compensated under their employment contracts (Xavier de Lacoste 

Lareymondie, Brigitte Perinetti and Ghislaine Seguin are paid by 

ANF and Bruno Keller by Eurazeo). 


59 


60 



TABLE 3: ATTENDANCE FEES AND OTHER COMPENSATION PAID TO MEMBERS OF THE SUPERVISORY BOARD 

Members of the Supervisory Board 


Amounts in euros 

paid in 2008 

for fi scal year 2007 


paid in 2009 

for fi scal year 2008 

Alain Hagelauer Attendance fees 14,000 20,000 

Other compensation - - 

Patrick Sayer (1) Attendance fees - - 


Delphine Abellard (1) Attendance fees - - 


Philippe Audouin (1) Attendance fees - - 


Sébastien Bazin Attendance fees 8,300 11,000 


Bruno Bonnell (2) Attendance fees - 6,125 


Jean-Luc Bret Attendance fees 7,300 11,000 


Alain Lemaire (2) Attendance fees - 5,125 


Alban Liss (3) Attendance fees - 4,500 


Philippe Monnier Attendance fees 7,600 11,000 


Jean-Pierre Richardson (2) Attendance fees - 7,125 


Henri Saint Olive Attendance fees 7,683 11,875 


Théodore Zarifi Attendance fees 9,500 12,500 


Éric Le Gentil (4) Attendance fees - 2,625 


TOTAL ATTENDANCE FEES 54,383 102,875 

OTHER 

COMPENSATION 

- - 

(1) Members of the Supervisory Board remunerated solely by Eurazeo who waived any attendance fees paid by ANF. Delphine Abellard resigned from her duties as 

member of the Supervisory Board of ANF with effect from May 6, 2010. 

(2) Members of the Supervisory Board since May 14, 2008. 

(3) Member of the Supervisory Board from May 14, 2008 to September 15, 2008. 

(4) Member of the Supervisory Board since November 17, 2008. 

Each member of the Supervisory Board receives a fi xed amount and 

a variable amount of attendance fees paid pro rata to his effective 

presence at Supervisory Board meetings. 

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The members of the Supervisory Board do not receive any 

compensation apart from attendance fees. 

The total amount of attendance fees due for fi scal year 2009 and 

paid in 2010 amounted to €111,111. 


Members of the Executive Board and 

Supervisory Board remunerated by Eurazeo 

Bruno Keller, Chairman of the Executive Board of ANF and Patrick 

Sayer and Philippe Audouin, respectively, Vice-Chairman and 

member of the Supervisory Board of ANF are also members of the 

Executive Board of Eurazeo. 

Members of the Executive Board of Eurazeo are remunerated 

on an individual basis. The variable portion of compensation is 

determined by the Compensation and Appointments Committee 

based on the successful achievement of qualitative and quantitative 

objectives. The Compensation and Appointments Committee met 

on November 17, 2009 and proposed the 2010 fi xed compensation 

for the members of the Executive Board to the Supervisory 

Board meeting of December 3, 2009, which approved them. The 

Compensation and Appointments Committee met on March 10, 

2010 and proposed the 2010 variable compensation for the 

members of the Executive Board to the Supervisory Board meeting 

of March 19, 2010, which approved them. 

At its meeting on December 9, 2008, the Supervisory Board of 

Eurazeo reviewed the AFEP/MEDEF recommendations issued in 



October 2008 on the compensation of the executive corporate 

offi cers of listed companies. These recommendations are part of 

Eurazeo’s corporate governance policy, which was implemented 

long ago. 

In exchange for the services provided in carrying out their duties, 

members of the Executive Board, as well as non-Board senior 

executives of Eurazeo, have an additional defi ned retirement fund, in 

order to provide them with complementary retirement compensation. 

This additional retirement is based on their compensation and their 

seniority at the time they retire. 

The members of the Executive Board were granted this benefi t 

under the same terms as non-Board member executives. 

In the event of forced termination of their functions, prior to a 4-year 

period as of the date they are appointed to the Executive Board by 

the Supervisory Board meeting of March 19, 2010, they receive an 

allowance representing respectively two years of compensation for 

Patrick Sayer and 18 months for Bruno Keller and Philippe Audouin. 

Payment of such allowances is subject to the relevant party’s 

performance criteria. 

TABLE 1A: SUMMARY OF COMPENSATION, STOCK OPTIONS AND SHARES ALLOCATED BY EURAZEO TO EACH EXECUTIVE 

CORPORATE OFFICER 

Bruno Keller, Chairman of the Executive Board 

(€) 

2008 fi scal year 2009 fi scal year 


Valuation of stock options allocated for the fi scal year (breakdown in Table 4) 384,062 74,520 


Valuation of bonus shares allocated during the fi scal year 2,468 77,466 

TOTAL 1,191,660 1,078,236 

Patrick Sayer, Vice-Chairman of the Supervisory Board 

(€) 


Compensation due for the fi scal year (breakdown in Table 2) 1,311,717 1,555,493 

Valuation of stock options allocated for the fi scal year (breakdown in Table 4) 2,399,908 908,350 



TOTAL 3,714,093 2,466,181 

Philippe Audouin, Member of the Supervisory Board 

(€) 



Valuation of stock options allocated for the fi scal year (breakdown in Table 4) 511,120 198,945 



TOTAL 1,029,665 868,992 

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62 



TABLE 2A: SUMMARY OF THE COMPENSATION OF EACH EXECUTIVE CORPORATE OFFICER BY EURAZEO 

Bruno Keller, 

Chairman of the Executive Board (1) 

(€) 








Benefi ts in kind (car) 5,130 5,130 4,930 4,930 

TOTAL 805,130 965,130 926,250 804,930 

(1) Compensation due and paid by the parent company Eurazeo. 60% of this compensation is rebilled to ANF. 

* The variable compensation due in fiscal year N is paid in fiscal year N + 1. The variable compensation due for 2008 was reduced by 35% on the compensation due 

for 2007. 


Patrick Sayer, 

Vice-Chairman of the Supervisory Board 

(€) 







Benefi ts in kind 11,717 11,717 12,853 12,853 

TOTAL 1,311,717 1,511,717 1,555,493 1,312,853 


for 2007. 


Philippe Audouin, 

Member of the Supervisory Board 

(€) 







Benefi ts in kind 3,577 3,577 4,385 4,385 

TOTAL 516,077 578,577 667,710 516,885 


for 2007. 


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Delphine Abellard (1) , member of the Supervisory Board of ANF, is remunerated by Eurazeo for the performance of her duties as Legal Director 

of Eurazeo in the following proportions: 

Delphine Abellard. 

member of the Supervisory Board 

(€) 








TOTAL 304,280 313,540 313,215 304,280 


for 2007. 


Henri Saint Olive and Théodore Zarifi , members of the Supervisory Board of ANF, are also members of the Supervisory Board of Eurazeo. 

Jean-Pierre Richardson, a member of the Supervisory Board of ANF, is a non-voting member of Eurazeo. Bruno Bonnell, a member of the 

Supervisory Board of ANF, was a member of the Supervisory Board of Eurazeo until May 14, 2008. 

TABLE 3A: ATTENDANCE FEES AND OTHER FORMS OF COMPENSATION PAID TO MEMBERS OF THE SUPERVISORY BOARD 

BY EURAZEO 

Members of the Supervisory Board Amounts in euros 

paid in 2008 for fi scal 

year 2008 


paid in 2009 for fi scal 

year 2009 

Bruno Bonnell (1) Attendance fees 7,929 - 


Jean-Pierre Richardson (2) Attendance fees 30,571 34,000 


Henri Saint Olive (3) Attendance fees 24,000 24,000 


Théodore Zarifi (4) Attendance fees 24,000 24,000 


TOTAL ATTENDANCE FEES 86,500 82,000 

OTHER COMPENSATION - - 

(1) Bruno Bonnell was a member of the Supervisory Board of Eurazeo until May 14, 2008. 

(2) Jean-Pierre Richardson was a member of the Supervisory Board of Eurazeo until May 14, 2008. He is currently a non-voting member of Eurazeo. 

(3) Term of office ending on May 7, 2010. 

(4) Term of office ending on May 7, 2010. 

Commitments of all types undertaken by ANF 

for the corporate offi cers 

In the event of forced termination of his position as Chief Operating 

Offi cer, Xavier de Lacoste Lareymondie will receive an allowance 

amounting to the compensation received for the twelve months 

prior to the forced termination of his position. 

The criteria that apply to the payment of said allowance were 

determined by the Supervisory Board at its meeting on December 9, 

2008. In line with the applicable legislative and regulatory provisions, 

(1) Delphine Abellard resigned from her duties as member of the Supervisory Board of ANF with effect from May 6, 2010. 

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this severance allowance was submitted as a special resolution 

approved at the Ordinary and Extraordinary Shareholders’ Meeting 

held on May 28, 2009. 

The severance allowance that would be owed to Xavier de Lacoste 

Lareymondie is not subject to the following cumulative obligations 

recommended by the Corporate Governance Code: (i) forced 

termination and (ii) change in control or strategy. The Company 

preferred this severance allowance to apply only in the event of the 

forced termination of his term as Chief Operating Offi cer. 


63 


64 



The criteria for the application of the allowance require the payment 

of one third of the allowance be based on an increase in Net Asset 

Value (NAV). This allowance will only be paid if the increase in NAV 

(excluding transfer taxes) averages at least 4% per year over the 

period in question. 

This allowance cannot be added to the allowance due under the 

employment contract. 

At ANF, the other members of the Executive Board and Supervisory 

Board do not receive any allowance, benefi ts or compensation of 

any type as a result of the termination of or change in their positions. 

Amounts of pension and other employee 

benefi t obligations 

In exchange for the services provided in carrying out his duties, Xavier 

de Lacoste Lareymondie, as well as non-Board senior executives 

of Eurazeo, has an additional defi ned retirement fund, in order to 

provide them with complementary retirement compensation. This 

additional retirement is based on their compensation and their 

seniority at the time they retire. 

The total amount of the additional retirement plan granted to Xavier 

de Lacoste Lareymondie, in compliance with all the provisions of 

the retirement regulation, equals 2.5% of the base compensation 

Stock options and performance shares 


per year of seniority (with a maximum of 24 years). The base 

compensation used to calculate benefi ts is based exclusively on 

the following items: gross annual salary and variable compensation. 

This base compensation used to calculate benefi ts is limited to 

twice the gross annual salary. Xavier de Lacoste Lareymondie must 

remain employed by the Company until retirement in order to be 

granted this benefi t. 

Xavier de Lacoste Lareymondie was granted this benefi t under the 

same terms as non-Board member executives. 

Within the context of implementation of the AFEP/MEDEF’s 

Corporate Governance Code recommendations, the collective 

regime applicable to all senior Company executives has been 

changed to provide for an additional seniority requirement of four 

years with the Company and the consideration, with regard to the 

reference compensation used to calculate the retirement pension, 

of the average gross compensation (fi xed and variable portion) for 

the previous 36 months, pursuant to the procedures laid down by 

the retirement regulation. 

The other members of the Executive Board and Supervisory Board 

of ANF do not have any pensions, additional defi ned retirement 

funds or any other benefi ts whatsoever from ANF in exchange for 

the performance of their duties. 

TABLE 4: STOCK OPTIONS GRANTED TO EACH EXECUTIVE CORPORATE OFFICER BY THE ISSUER AND ANY COMPANY OF THE GROUP 

OVER THE FISCAL YEAR 

Name of the 

executive 

corporate offi cer Date of plan 

Bruno Keller ANF - 


Xavier 

de Lacoste 

Lareymondie 

Eurazeo – 

June 2, 2009 

ANF – 


Brigitte Perinetti ANF – 


Ghislaine Seguin ANF – 


Type of 

stock option 

(purchase or 

subscription) 

Valuation of stock 

options based on 

the method used 

for the consolidated 

fi nancial statements 

(€) 

Number 

of stock 

options 

granted 

over 

the fi scal 

year 

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Contents 

Exercise 

price Exercise period 

Purchase 378,133 80,000 €31.96 Between the vesting date 

(1st tranche – December 14, 2011; 

2nd tranche – December 14, 2012; 

3rd tranche – December 14, 2013) 


Purchase 74,520 9,661 €32.70 Between June 2, 2011 

and June 1, 2019 

















TABLE 5: STOCK OPTIONS EXERCISED BY EACH EXECUTIVE CORPORATE OFFICER OVER THE FISCAL YEAR 

Name of the executive 


None 


Number of stock options 

exercised over the fi scal year Exercise price 


TABLE 6: PERFORMANCE SHARES GRANTED TO EACH EXECUTIVE CORPORATE OFFICER BY THE ISSUER AND ANY COMPANY OF THE 

GROUP OVER THE FISCAL YEAR 

Executive 

corporate offi cer 

(list of names) Date of plan 

Number 

of shares 

granted over the 

fi scal year 

Valuation of 

shares based 

on the method 

used for the 

consolidated 

fi nancial 

statements 

(€) Vesting date Date available 

None 

During the fi scal year ended December 31, 2009, the Executive Board did not grant any performance shares. 

TABLE 7: PERFORMANCE SHARES MADE AVAILABLE FOR EACH CORPORATE OFFICER 

Name of the executive 


None 

� 

Number of shares made 

available over the fi scal year Vesting terms 

Contents 

Performance 

conditions 


65 


66 



TABLE 8: HISTORY OF STOCK OPTION ALLOCATIONS 

Date of the Extraordinary 

Shareholders’ Meeting 


2007 plan* 2008 plan** 2009 plan 

May 4, 2005 May 14, 2008 May 14, 2008 

Date of the Executive Board’s decision December 17, 2007 December 19, 2008 December 14, 2009 

Total number of shares that 

may be purchased 

112,160* 133,248** 158,500 

Of which the number of shares that 

may be purchased by corporate 

offi cers 

Of which granted to corporate offi cers: 

88,584* 104,938** 131,000 

• Bruno Keller 59,143* 64,477** 80,000 

• Xavier de Lacoste Lareymondie 26,509* 31,876** 38,500 

• Brigitte Perinetti (1) 2,932* 3,616** 4,000 

• Ghislaine Seguin - 4,970** 8,500 

Of which top 10 employee recipients: 23,576* 28,310** 25,500 

Option exercise from The options may be exercised once 

vested 

The options may be exercised once 

vested 

The options may be exercised once 

vested 

Expiry date December 17, 2017 December 19, 2018 December 14, 2019 

Purchase or subscription price €42.14* 

This price equals the average 

listed price of the ANF share 

over the twenty market sessions 

between November 16, 2007 and 

December 13, 2007 that preceded 

the date of the Executive Board 

meeting held to decide on the 

allocation of stock options and that 

takes into account the adjustments 

made by the Executive Board on 


Terms of exercise Vesting of options by tranche: 

• the fi rst third of options 

will be vested after a period 

of two years, i.e. on 

December 17, 2009; 

• the second third of options 


of three years, i.e. on 


• the last third of options 


of four years, 

i.e. on December 17, 2011. 

Number of shares purchased at 


Total number of stock options 

cancelled or forfeited 

Stock options remaining at the end of 

the year 

- - 

€27.53* 




between November 21, 2008 and 

December 18, 2008 that preceded 



allocation of stock options. 

Vesting of options by tranche: 



of two years, i.e. on 







will be vested after a 

period of four years, i.e. on 


The exercise of stock options granted 

under the 2008 Plan is subject to 

certain performance conditions. 

- - - 

112,160* 133,248** 158,500 

€31.96* 




between November 16, 2009 and 

December 11, 2009 that preceded 



allocation of stock options. 

Vesting of options by tranche: 



period of two years, i.e. on 








period of four years, i.e. on 


The exercise of stock options 

granted under the 2009 Plan is 

subject to certain performance 

conditions (see below). 

* The features of the 2007 plan presented in the table take into account the adjustments made by the Executive Board on December 1, 2008 and July 27, 2009. 

** The features of the 2008 plan presented in the table take into account the adjustments made by the Executive Board on July 27, 2009. 


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Contents 


Stock options are granted during the same calendar period. For all 

of the stock option plans implemented, the Executive Board granted 

said stock options during the session in December that followed the 

Supervisory Board meeting held to decide on the allocation of stock 

options. In order to ensure that these stock options, which are valued 

according to IFRS methods, do not represent a disproportionate 

percentage of compensation, the allocation cannot exceed two 

times the compensation of each benefi ciary. 

Terms for the allocation and performance of stock 

options granted to members of the Executive Board 

in 2009 

The stock options will be permanently vested in tranches, gradually, 

following the three consecutive vesting periods, provided the 

benefi ciary is employed by the Company at the end of the vesting 

period in question (see table 8 above). 

Moreover, if benefi ciaries of options have not been employed by 

the Company for four years as of the expiration date of one of the 

vesting periods, the options corresponding to said period will be 

permanently vested once the benefi ciary can justify employment by 

the Company for four years. 

The stock options of the third tranche will be permanently vested 

if the ANF meets the stock market performance criteria that will be 

determined over a four-year period (starting December 14, 2009 to 

December 14, 2013). 

ANF’s performance will be compared to the stock market 

performance of the EPRA index over the same period. This index 

includes a panel of European companies similar to ANF that are 

selected by the Supervisory Board upon the proposal by the 

Compensation and Appointments Committee. 

If ANF’s performance is equal to or exceeds 120% of the panel’s 

stock market performance over the same period, the stock options 

of the third tranche will be fully vested on December 14, 2013. 

If ANF’s performance is equal to that of the panel over the same 

period, only a fraction of the stock options, so that the sum of 

the stock options permanently vested in all three tranches equals 

87.5% of all the stock options granted, will be permanently vested 

on December 14, 2013. 

If ANF’s performance is equal to or less than 80% of the panel’s 

stock market performance over the same period, only a fraction of 

the stock options, so that the sum of the stock options permanently 

vested in all three tranches equals 75% of all the stock options 

granted, will be permanently vested on December 14, 2013. 


� 


The stock options of the third tranche will be permanently vested 

proportionately within these limits. 

Holding shares vested as stock options 

In line with the provisions of Article L. 225-185-4 of the French 

Commercial Code, each member of the Executive Board will be 

required to hold a minimum number of registered shares resulting 

from the exercise of stock options throughout the performance of 

their duties at the Company, either directly or indirectly through 

estate or family structures. 

For Bruno Keller, as of the 2008 plan, this minimum number of 

shares represents the equivalent of 24 months of salary (fi xed and 

variable portions). This minimum number of shares must be reached 

within three years of the date the fi rst options are exercised. 

For Xavier de Lacoste Lareymondie, as of the 2008 plan, this 

minimum number of shares represents the equivalent of twelve 

months of salary (fi xed and variable portions). This minimum number 

of shares must be reached within three years of the date the fi rst 

options are exercised. 

For Brigitte Perinetti, as of the 2008 plan, this minimum number of 

shares represents the equivalent of 12 months of salary (fi xed and 

variable portions). This minimum number of shares must be reached 

within fi ve years of the date the fi rst options are exercised. 

For Ghislaine Seguin, as of the 2008 plan, this minimum number of 

shares represents the equivalent of twelve months of salary (fi xed 

and variable portions). This minimum number of shares must be 

reached within fi ve years of the date the fi rst options are exercised. 

At its meeting on March 19, 2010, the Supervisory Board decided, 

in line with the recommendations of the Compensation and 

Appointments Committee, that: 

• the use of hedging instruments is forbidden; and 

Contents 

• the stock options granted to members of the Executive Board 

cannot be exercised within the 10 trading days preceding the 

publication date of the annual or half-yearly fi nancial statements 

and more generally the date the Company releases its earnings 

or prospective earnings. 

The table presenting the stock options granted to the top ten 

employee benefi ciaries who are not corporate offi cers and the 

options exercised by them is included in the Executive Board’s 

special report on stock options on page 78 of this Registration 

Document. 


67 


68 



Presentation of the information required according to the AFEP/MEDEF recommendations 

TABLE 9: PRESENTATION OF THE INFORMATION REQUIRED ACCORDING TO THE AFEP/MEDEF RECOMMENDATIONS 

In line with the AMF Recommendation of December 22, 2008, the table below presents the information required according to the AFEP/ 

MEDEF recommendations as to whether, for executive corporate offi cers and where applicable, the following exist: a) an employment contract 

in addition to the corporate offi ce, b) additional retirement plans, c) commitments made by the Company on allowances or benefi ts due or 

that may fall due as a result of or following the termination of or change in positions of the executive corporate offi cer and d) non-competition 

allowances. 

Name of the executive corporate 

offi cer 

Bruno Keller 

Chairman of the Executive Board 

Beginning of term: May 4, 2005 

End of term: March 25, 2013 



Beginning of term: December 14, 2006 


Brigitte Perinetti 


Beginning of term: April 18, 2006 




Beginning of term: December 9, 2008 



Employment 

contract 

Additional 

retirement plan 

Allowances 

or benefi ts due 

or that may fall 

due as a result of 

termination of or 

change in positions 

Non-competition 

allowances 

Yes No Yes No Yes No Yes No 

X X X X 

X X X X 

X X X X 

X X X X 

2.6 Executive and employee interest in the Company’s 

equity 

Granting of bonus shares 

The Executive Board, upon the proposal of the Supervisory Board 

and acting by virtue of the 9th resolution voted in the Ordinary and 

Extraordinary Shareholders’ Meeting of May 12, 2006, decided on 

July 24, 2006 to grant bonus shares to members of the Executive 

Board as well as qualifying staff members, as defi ned by the 

resolution. 

The bonus share grant plan regulation calls for a vesting period of 

three years as of the decision of the Executive Board of July 24, 

2006, at the end of which the shares become fully vested only if 

the recipient is still an employee or corporate offi cer of ANF (or its 

subsidiaries), except in the case of death, retirement or disability. 

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Contents 

The vesting period is followed by a retention period of two years as 

of the end of the vesting period, during which the recipient may not 

dispose of the shares received. 

A total of 52,584 bonus shares, with a value of €38.26 each 

(share price on July 24, 2006) and representing a little less than 

0.32% of the Company’s capital, were initially granted to twelve 

recipients, all of whom subscribed to warrants. 

At its March 26, 2008 meeting, the Executive Board adjusted the 

value of bonus shares granted to €53,140.76 

At the Shareholders’ Meeting of May 28, 2009, ANF Shareholders 

decided, pursuant to the second resolution, to pay a dividend of 

€1.30 per share for a total amount of €32,443,677.50, broken 


down into €21,783,916.96 charged to “Other reserves” and 

€2,144,730.06 to “Revaluation reserves” (in the amount of the 

surplus amortisation on revaluation). As a result, the Company’s 

distribution of reserves reached a total amount per share equal 

to (i) €23,928,647.02, less €107,899.40 for the portion charged 

to treasury shares and automatically recognised under retained 

earnings, divided by (ii) 24,956,675 ANF shares (i.e. the number 

of shares in ANF’s share capital on May 28, 2009, the date of the 

Ordinary and Extraordinary Shareholders’ Meeting) (“Distribution 

of Reserves”). This dividend was paid, and reserves therefore 

distributed, on June 29, 2009. 

To protect the rights of recipients under the bonus share grant plan, 

in accordance with said plan, the Executive Board decided at a 

meeting on July 20, 2009 to adjust the number of bonus shares 

granted by multiplying the number of bonus shares granted to each 

recipient by the following adjustment factor: 

Where: 

1 

1 – (Amount of payout per share)/ 

(Value of share prior to payout) 

• “Amount of payout per share” means an amount in euros equal 

to the following division: 

23,820,747.62 

24,956,675 

• “Value of share before pay out” means the weighted average 

share price in the last three market sessions before the payout 

date, i.e. €26. 

Following the above adjustment, the number of bonus shares 

awarded is as follows: 

Recipient 

Members of the Executive Board 

Adjusted number 

of bonus shares 

Bruno Keller, Chairman 24,998.55 

Xavier de Lacoste Lareymondie 13,750.10 

Brigitte Perinetti 2,188.39 

Richard Odent (1) 2,812.68 

Granted to employees 15,505.77 

(1) Richard Odent resigned from his duties as member of the Executive Board 

with effect from January 31, 2008. 

Warrants 



The eighth resolution of the May 12, 2006 Ordinary and Extraordinary 

General Meeting delegated authority to the Executive Board for a 

period of three months to issue a maximum of 333,000 warrants, 

representing about 2% of the Company’s share capital, to members 

of the Executive Board and employees in the positions of Director, 

Deputy Director, Department Manager or Business Manager. 

On July 24, 2006, at the proposal of the Supervisory Board, the 

Executive Board decided on the basis of the above resolution, to 

issue warrants to all employees in these categories who met the 

criteria specifi ed above. 

At the close of the subscription period between July 26, 2006 and 

August 10, 2006, 262,886 warrants were subscribed to by twelve 

benefi ciaries (1) for a total amount of €920,101. 

(i) Warrant terms 

Unit price: €3.50 

Form of warrants: the warrants are in registered form and by book 

entry. 

Listing: no request will be fi led for the warrants to be traded on a 

regulated market. 

Payment: subscriptions were fully paid up in cash. 

Protection of warrant-holder rights: ensured by adjusting the 

exercise ratio specifi ed in the terms laid down by the Executive Board 

in accordance with Article L. 288-99 of the French Commercial 

Code and the 8th resolution of the May 12, 2006 Ordinary and 

Extraordinary Shareholders’ Meeting. 

(ii) Terms and conditions of exercise of the warrants 

(1) Exercise of subscription rights 

Initial exercise ratio: 1 share for 1 warrant at an exercise price 

of €35 per warrant at any time between August 11, 2010 and 

November 10, 2011. 

At its meetings on March 26, 2008 and December 1, 2008, the 

Executive Board adjusted the warrant exercise ratio to 1.08 shares 

for 1 warrant, at a unit exercise price of €35 per warrant. 

In order to protect warrant-holders’ rights following the distribution 

of reserves, ANF’s Executive Board adjusted the warrant exercise 

ratio on July 27, 2009 to 1.08 new ANF shares for 1 warrant, 

multiplying it by the following adjustment factor: 

Where: 

1 



• the “Value of payout per share” means an amount in euros equal 


23,820,747.62 

24,956,675 

(1) Purchase price resulting from the adjustments made by the Executive Board at its meeting on December 1, 2008. 

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69 


70 



• “Value of share before payout” means ANF’s weighted average 


date, i.e. €26. 

As a result, the warrant exercise ratio stands at 1.13 shares for 

1 warrant, while the number of warrants and their exercise price 

remain unchanged. 

Stock options 

(i) Options granted by ANF 

Stock options granted in fi scal year 2007 

During the fi scal year ended December 31, 2007, the Executive 

Board, at its meeting on December 17, 2007, made an allocation 

of stock options, the principal characteristics of which are set out in 

Table 8 of the paragraph “Stock options and performance shares” 

in Section 2.5 of Part II of the Registration Document. 

In order to protect the rights of the recipients of stock options 

following the distribution of reserves, ANF’s Executive Board 

adjusted the exercise terms on July 27, 2009, as follows: 

a) Adjustment of the purchase price of stock options 

The share purchase price (€43.75 (1) ) was multiplied by the following 

adjustment factor: 

Value of payout per share 

1 



Where: 



23,820,747.62 

24,956,675 



date, i.e. €26. 

b) Adjustment of the number of stock options 

The initial number of stock options for each recipient was multiplied 

by the following adjustment factor: 

Purchase price of stock options 

Adjusted purchase price of stock options 

Where: 

• the purchase price of stock options is €43.75; 

• the adjusted purchase price of stock options represents the 

purchase price of the stock options determined according to the 

procedure described in paragraph a) above (i.e. €42.14). 

Accordingly, the new purchase price of stock options is €42.14 and 

the number of stock options for each benefi ciary breaks down as 

follows: 


Recipient 

Bruno Keller, Chairman of the Executive 

Board 

Xavier de Lacoste Lareymondie, Member 

of the Executive Board and Chief Operating 

Offi cer 

Brigitte Perinetti, Member of the Executive 

Board 

Number of stock 

options 

59,143 

26,509 

2,932 

Employees 23,576 

Stock options granted in fi scal year 2008 


Board, at its meeting on December 19, 2008, made an allocation 

of stock options, the principal characteristics of which are set out in 

Table 8 of the paragraph “Stock options and performance shares” 

in Section 2.5 of Part II of the Registration Document. 

In order to protect the rights of the recipients of stock options 

following the distribution of reserves, ANF’s Executive Board 

adjusted the exercise terms on July 27, 2009, as follows: 

c) Adjustment of the purchase price of stock options 

• The share purchase price (€28.58) was multiplied by the following 

adjustment factor: 

Value of payout per share 

Where: 

1 





23,820,747.62 

24,956,675 



date, i.e. €26. 

d) Adjustment of the number of stock options 

The initial number of stock options for each recipient was multiplied 

by the following adjustment factor: 

Purchase price of stock options 

Adjusted purchase price of stock options 

Where: 

• the purchase price of stock options is €28.58; 

• the adjusted purchase price of stock options represents the 

purchase price of the stock options determined according to the 

procedure described in paragraph a) above (i.e. €27.53). 

(1) Including Bruno Keller: 110,919, Xavier de Lacoste Lareymondie: 61,006, Brigitte Perinetti: 9,706 and Richard Odent: 12,479. 

� 

Contents 


Accordingly, the new purchase price of stock options is €27.53 and 

the number of stock options for each benefi ciary breaks down as 

follows: 

Recipient 

Bruno Keller, Chairman of the Executive 

Board 

Xavier de Lacoste Lareymondie, Member 

of the Executive Board and Chief Operating 

Offi cer 

Brigitte Perinetti, Member of the Executive 

Board 

Ghislaine Seguin, Member of the Executive 

Board and Real Estate Director 

Number of stock 

options 

64,477 

31,876 

3,616 

4,970 

Employees 28,310 

Eurazeo options granted in 2008 



(ii) Options granted by Eurazeo 

Stock options granted individually to management executives and 

collectively to employees at Eurazeo are also examined by that 

company’s Compensation and Appointments Committee. In order 

to ensure the loyalty of its key executives, it is part of Eurazeo’s 

policy to distribute stock options on a regular basis. Individual 

amounts are based on the potential gains from exercising the 

options compared to the annual salary of the person concerned, 

after consulting with an outside specialist. 

Number Maturity dates Price 

Bruno Keller 18,750 5/20/2018 €80.63 

Patrick Sayer 117,164 5/20/2018 €80.63 

Delphine Abellard 5,554 5/20/2018 €80.63 

Philippe Audouin 24,953 5/20/2018 €80.63 

Eurazeo options exercised in 2008 

None 

Eurazeo options granted in 2009 

Number Exercise date Price 

Number Maturity dates Price 

Bruno Keller 9,661 6/01/2019 €32.70 

Patrick Sayer 117,762 6/01/2019 €32.70 

Delphine Abellard 6,083 6/01/2019 €32.70 

Philippe Audouin 25,792 6/01/2019 €32.70 

Eurazeo options exercised in 2009 

Options exercised by each executive 

corporate offi cer 

No. and date 

of plan 

Number 

of stock options 

exercised over 

the fi scal year 

Exercise 

price 

Year 

of allocation 

Patrick Sayer 2002 plan 15,723 36.00 2002 

Bruno Keller 2004 plan 13,000 37.32 2004 

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72 



Potential share ownership under the bonus share granting, share warrants and stock options 

Taking into account the bonus shares, the allocation of share warrants and the awarding of stock options, the maximum number of ANF shares 

that may be vested by the recipients is as follows: 

Maximum number of shares Maximum number of shares 

that may be vested in the that may be vested in the 

Recipient 

Members of the Executive Board: 

allocation of share warrants allocation of stock options Total 

Bruno Keller, Chairman 125,339 203,620 328,959 

Xavier de Lacoste Lareymondie 68,937 96,885 165,822 

Brigitte Perinetti 10,968 10,548 21,516 

Ghislaine Seguin - 13,470 13,470 

Richard Odent (1) 14,102 - 14,102 

Employees 77,717 77,386 157,001 


2.7 Transactions performed by executives involving 

Company stock during the last fi scal year (1) 

Pursuant to Article L. 621-18-2 of the Monetary and Financial Code and of Articles 223-22 et seq. of the AMF’s General Regulations: 

• Delphine Abellard (2) , Member of the Supervisory Board of ANF purchased: 

• shares at a unit price of €25.50 for a total amount of €4,233 on June 19, 2009, and 

• shares at a unit price of €25.79 for a total amount of €2,167 on July 1, 2009. 

Notice of these transactions was given to the Financial Markets Authority. 

(1) Including transactions performed by persons closely connected with the individual within the meaning of the AMF instruction of September 28, 2006. 

(2) Delphine Abellard resigned from her duties as member of ANF’s Supervisory Board with effect from May 6, 2010. 


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Contents 


3 Risk management, risk factors 

and insurance 

The following risks are those known by the Company as of the date 

of fi ling of this Registration Document that could have a signifi cant 

adverse effect on the Company, its operations, fi nancial position, 

earnings, and share price, and should be taken into account 

when making investment decisions. Investors should note that 


Risk management, risk factors and insurance 

the following list is not exhaustive and that risks may exist that 

are unknown as of the date of fi ling of this Registration Document 

which could have a signifi cant negative effect on the Company, its 

operations, fi nancial position, earnings and share price. 

3.1 Risks related to the Company’s business 

Risks related to the Company’s sector 

Risks related to the economic environment and 

developments in the property market 

ANF’s property assets mainly consist of residential and commercial 

rental property located in Lyons and Marseilles, and hotel properties 

located throughout France (see Section 10 “B&B” of Part I of this 

Registration Document). As a result, any unfavourable changes in 

the French economic climate and/or the property markets in Lyons 

and Marseilles could have a negative impact on ANF’s rental income, 

earnings, asset values, investment strategy, fi nancial position and 

growth outlook. 

Changes in the economic environment and property market may 

also have a long-term effect on occupancy rates and on the ability 

of tenants to pay their rents and maintenance costs. 

Downward fl uctuations in the cost of construction index (ICC) and 

quarterly rent index (ILC) for retail leases or the rent reference index 

(IRL) for housing leases, on which most of the rents under ANF’s 

leases are indexed, could also affect rental income. 

It is diffi cult to predict cycles in the economy and property market, 

particularly in Marseilles and Lyons. However, ANF’s city centre 

locations give it the lion’s share of commercial leases in cities with 

strong potential and a diverse range of tenants, making ANF’s rental 

income especially resilient in the face of any fall in consumption. In 

addition, the portfolio of hotel properties acquired from the B&B 

Group provides it with a secure cashfl ow stream owing to long-term 

leases and fi xed but indexed rental payments. Lastly, as regards 

the project programme for 2008-2014, the development of a new 

project only begins when it is certain to go ahead (the tenant has 

been found and fi nance secured), which is especially appropriate in 

a diffi cult economic environment. 

� 

Risks related to the terms of sale of property assets 

The value of ANF’s property assets depends on a number of factors, 

notably supply and demand on the property market. After a number 

of very buoyant years, the French property market has slowed in line 

with the worsening of the fi nancial crisis, notably resulting in fewer 

transactions. 

Against this backdrop, ANF may not always be able to sell its 

property at a time or under market conditions that would allow 

it to generate the expected profi ts. These conditions may also 

encourage or force ANF to postpone some transactions. Should 

this situation continue, it could have a signifi cantly negative effect on 

the value of ANF’s portfolio and on its investment strategy, fi nancial 

position and growth outlook. 

Risks related to interest rates levels 

Contents 

Interest rate levels play a role in the state of the overall economy, 

with a particular bearing on GDP growth and infl ation. They also 

have an impact on the value of property assets, the borrowing 

capacity of market participants, and to a lesser extent, changes in 

the ICC, ILC and IRL indices. 

Interest rates affect the value of ANF’s assets, because this value 

depends on the property’s resale potential, which itself is a function 

of buyers’ borrowing capacity and the ease with which they can 

obtain credit. 

Therefore a rise in interest rates, especially one that is sizeable, 

could prove detrimental to the value of ANF’s asset portfolio. 

In addition, ANF may need to use debt to fi nance its growth strategy, 

although it may also draw on equity or carry out a capital increase. 

A rise in interest rates would consequently increase the cost of its 


73 


74 



debt fi nancing and could make it more costly to implement ANF’s 

growth strategy. 

If ANF were to obtain additional debt to fi nance future acquisitions, 

its fi nancial position would become more sensitive to changes in 

interest rates through the impact such changes would have on the 

borrowing costs for loans or bonds. As a result, ANF has set up 

interest rate hedging mechanisms that are designed to limit this 

sensitivity (see Section 3.2 “Interest rates risks” on page 53, Part II 

of the Registration Document). 

Risks related to the competitive environment 

A change in strategy of the owners of properties neighbouring 

those of ANF could affect the implementation of its strategy of 

redeveloping the property complexes in Rue de la République in 

Lyons and in Marseilles. 

In the context of its external growth strategy, ANF may come up 

against a number of international, national or local competitors, 

some of which (i) may be able to acquire assets under terms and 

conditions, notably regarding price, that do not correspond to ANF’s 

investment criteria and objectives, and/or (ii) have greater fi nancial 

resources and/or a larger asset portfolio 

In the event that ANF is unable to defend its market share or gain 

shares of markets it has targeted and maintain or strengthen its 

strategy, its business and results may be negatively affected. 

Risks related to the Company’s operations 

Risks related to the regulation of leases and nonrenewal 

of leases 

French legislation regarding leases (see Section 2.2 “Regulations 

applying to ownership of the Company’s property assets” (retail 

lease law) on page 164, Part VI of the Registration Document) 

places considerable restrictions on lessors. The rules applicable to 

lease lengths, termination conditions, renewals and indexed rent 

increases are considered to be a matter of public policy, and the 

legislation restricts lessors’ fl exibility in raising rents. 

Lastly, ANF may be faced with a more challenging market 

environment when its existing leases expire, or may have to deal 

with changes in French legislation, regulations, or jurisprudence that 

impose new or tighter restrictions on rent increases. Amendments 

to regulations governing lease lengths, indexed rent increases, rent 

ceilings, or eviction compensation for tenants could have a negative 

impact on the value of the Company’s asset portfolio, as well as 

ANF’s operations, earnings and fi nancial position. 

Risks related to default on rent payments 

Nearly all of ANF’s revenue is generated from leasing property to 

third parties, and the profi tability of this leasing business depends 


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Contents 

on tenants’ solvency (see Note 2 “Receivables maturity schedule” of 

the annex to ANF’s consolidated fi nancial statements on page 115 

of the Registration Document). Tenants facing fi nancial diffi culties 

may be late in making their rent payments or even default on rent 

payments, which could have a negative impact on ANF’s earnings. 

In this context, ANF has put in place a weekly check on sums 

outstanding and follows up any unpaid debts on a case-by-case 

basis. 

Risks related to the cost and availability of appropriate 

insurance cover 

ANF has put in place a policy of covering the main risks related to its 

business that can be insured. It has therefore taken out a number of 

insurance policies (see Section 2.3 “Insurance cover” on page 164 

of Part VI of the Registration Document). 

ANF feels that the type and amount of insurance cover it has is 

consistent with industry practice. 

Nevertheless, ANF could be faced with the cost of its insurance 

policies rising or experience losses that are not fully covered by its 

insurance policies. Moreover, ANF could be faced with an insurance 

shortfall or an inability to cover certain risks, as a result, for 

example, of capacity limitations in the insurance market. The cost or 

unavailability of appropriate cover in the event of losses could have 

a negative impact on the value of the Company’s asset portfolio, as 

well as ANF’s operations, earnings and fi nancial position. 

Risks related to service quality and subcontractors 

ANF uses subcontractors and suppliers for some of its maintenance 

and renovation work. Therefore ANF’s operations, outlook or 

reputation could be damaged if a subcontractor or supplier 

shuts down its business, stops payments, or provides services 

or products of deteriorating quality. A selection process for subcontractors 

has been implemented, together with a system for 

monitoring outstanding balances by supplier, with the aim of 

increasing their number so that the Company does not become 

dependent on a particular supplier. Moreover, ANF believes that it 

can quickly fi nd new, reliable subcontractors or suppliers if any of its 

existing contracts are terminated. 

Risks related to the inability to fi nd tenants 

ANF leases space in its owned or acquired property either directly 

or through estate agents. It runs the risk that this space may remain 

vacant for an extended period of time. ANF may have trouble fi nding 

new tenants at suitable rent prices, meaning that the rent that the 

Company charges could be affected by its ability to lease newly 

vacant space as existing tenants move out. Any such extended 

vacancies could affect ANF’s fi nancial position and earnings. 


Risks related to information systems reliability 

ANF and its service providers use hardware and software to carry 

out rental management operations, and work with several specifi c 

databases. The Company is therefore exposed to the risk of a 

fault, breakdown and/or piracy of its hardware/software. ANF 

has instituted data security procedures at its three sites (Lyons, 

Marseilles, and Paris). Nevertheless, should all of these computer 

systems and applications be destroyed or damaged simultaneously 

for any reason, ANF’s operations could be disrupted and its fi nancial 

position and earnings could be impacted. 

Risks related to major disputes 

For information on the disputes in which the Company is involved, 

see Section 2.4 “Legal and arbitration proceedings” on page 164 of 

Part VI of the Registration Document. 

Risks related to ANF’s assets 

Risks related to taxes applied to SIICs (French REITs), a 

change in these taxes, or the loss of SIIC status 

The Company is registered in France as a SIIC (the “SIIC regime”), 

which is the French equivalent of a REIT. Under Articles 208C et 

seq. of the French General Tax Code, ANF is exempted from paying 

corporate income tax on profi ts from rental or sublet property and 

some capital gains (see “Tax regime” under Section 2.2, pages 162 

and 163, Part VI of the Registration Document). 

The advantage of this tax regime depends on compliance with 

a number of conditions, including the obligation to distribute a 

signifi cant portion of tax-exempt profi ts and the prohibition on a 

single shareholder owning 60% or more of the Company’s share 

capital and voting rights. Since December 2009, none of the 

Company’s shareholders has owned 60% or more of the share 

capital and voting rights. 

Furthermore, failure to comply with the obligation to retain the assets 

the Company has acquired or may acquire for fi ve years under the 

regime of Article 210E of the General Tax Code would be subject 

to a penalty of 25% of the acquisition price of the asset for which 

the retention obligation has not been satisfi ed. In particular, the 

Company is obliged to retain the assets acquired on October 31, 

2007 under the regime of Article 210E of the General Tax Code 

(see Section 10 “B&B” on pages 34-37, Part I of the Registration 

Document) until October 31, 2012. 

SIIC companies must pay a 20% tax on some payouts to 

shareholders that are not individuals and which have at least a 10% 

stake in the Company (directly or indirectly), provided they are not 

subject to French corporate income tax or an equivalent tax, with 

some exceptions (see Section 2.2 “Tax regime” on pages 162-163, 



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Part VI of the Registration Document). For situations where this tax 

must be paid, Article 24 of the Company’s Articles of Association 

sets forth a payment mechanism through which these charges are 

ultimately paid by the shareholders that receive the payout (see 

Section 3.1 “Rights attaching to the shares” on page 165, Part VI of 

the Registration Document). 

Risks related to applicable regulations in France 

ANF is required to comply with numerous specifi c and General 

Regulations governing the ownership and management of 

commercial property, in addition to those related to ANF’s 

SIIC status. These regulations cover urban planning, building 

construction, public health and safety, environmental protection, 

security and commercial leases (see “Regulations applicable to 

the property assets owned by ANF” under Section 5.2 on page 

61, Part II of the Registration Document). Regulations in relation 

to environmental protection and public health and safety concern 

the ownership and use of facilities that could generate pollution 

(e.g. classifi ed facilities), the use of toxic substances in building 

construction, and the storage and handling of such substances. 

Any substantial change in the regulations governing ANF’s 

operations could result in additional expenditures, and impact 

ANF’s operating profi t and growth outlook. 

ANF must obtain approval from administrative bodies for the 

construction projects it plans to carry out in order to expand its 

asset portfolio. This approval may be diffi cult to obtain in some 

cases, or require stricter conditions. In addition, construction or 

renovation work may be delayed by any required environmental 

remediation or archaeological excavation work, or by issues related 

to soil typology. Any such events could hinder ANF’s acquisition 

strategy and its growth outlook. 

As with most commercial property owners, ANF cannot guarantee 

that its tenants will fully comply with all applicable regulations, 

particularly those regarding the environment, public health and 

safety, security, urban planning and operating permits. Noncompliance 

by a tenant could lead to sanctions for ANF as the 

property owner, and could impact ANF’s earnings and fi nancial 

position. 

Risks related to the evaluation of assets 

Contents 

ANF’s property portfolio is appraised every six months by 

independent appraisers. Their assessments are performed 

according to the specifi cations set forth by the French Association 

of Property Appraisers (Afrexim) and the working group chaired 

by Mr Barthès de Ruyter, in its February 2000 report on property 

appraisals for companies making a public offer (see Section 5 

“Property appraisal” on pages 10 and 11 of this Registration 

Document, and Note 1 “Property, plant and equipment” in the 

annex to the consolidated fi nancial statements on pages 112-114). 


75 


76 



The value of a property portfolio is highly dependent on the property 

market and several other factors including the overall economy, 

interest rates, the climate for property leases, etc., all of which play 

a role in the appraisers’ valuation. 

ANF provides the appraisers with extensive information on leases 

and the rental situation of the assets in its portfolio. Given the 

exhaustive nature of this information, ANF expects any anomalies 

to be discovered quickly, and that any anomalies will have a minimal 

effect on the overall value of the portfolio. Moreover, based on the 

portfolio value determined by the independent appraisers, ANF may 

need to recognise an impairment provision in accordance with the 

appropriate accounting standards, if this proves to be necessary. A 

drop in the value of ANF’s property assets would also impact the 

LTV ratio used as a reference for certain banking covenants (see 

Section 5.3 “Financing contracts”, pages 175-176, Part VI of the 

Registration Document) and could impact on the Company’s results 

(see the sensitivity analysis set out in Note 1 on page 114 of the annex 

to ANF’s consolidated fi nancial statements). As of December 31, 

2009, ANF’s LTV ratio stood at 28%, and the covenants included in 

the loan agreements signed by ANF are based on an LTV ratio of up 

to 50%. As such, ANF considers that a sharp drop in the value of 

its property assets could represent a risk of non-compliance for the 

ratio of the aforementioned covenants. Moreover, the determined 

value of an asset may not be exactly equal to the sale price realised 

by ANF in a transaction, notably in a sluggish market. 

Risks related to ANF’s growth strategy 

ANF’s growth strategy involves making selective property purchases. 

However, ANF cannot guarantee that suitable purchasing 

opportunities will arise, or that any purchases it does make will be 

completed in the initial timeframe or generate the expected return. 

Property purchases carry risks related to: (i) conditions in the 

property market; (ii) a large number of investors being in the 

property market; (iii) the potential return on a rental investment; and 

(iv) problems with the property that may be discovered after it has 

been purchased, such as toxic substances, other environmental 

hazards or regulatory diffi culties. 

ANF may need to employ considerable fi nancial resources to 

purchase some of its property. This could involve assuming 

additional debt or issuing equity securities, both of which would 

impact ANF’s fi nancial situation and earnings. 

Risks related to the ownership of property acquisition 

entities 

The Company’s property investment operations involve buying and 

selling property, either directly or through the buying and selling of 

shares or holdings in other entities that own property. The partners 

in some of these entities could be liable to third parties for all the 

entity’s debt that originated before they sold their shares (for general 

partnerships) or that became due before the sale of the entity (for 


� 

civil law partnerships). Actions taken by creditors to collect any debt 

that originated before the sale transaction could have a negative 

impact on the Company’s fi nancial position. 

Risks related to health and safety hazards (asbestos, 

Legionella, lead, classifi ed facilities, etc.), fl ooding and 

building collapse 

ANF’s property assets could be exposed to health and safety 

hazards such as those related to asbestos, Legionella, termites or 

lead. 

Risks related to asbestos 

The manufacture, import and sale of products containing asbestos 

are prohibited under Decree 96-1133 of December 24, 1996. 

ANF is required to examine properties for asbestos and, where 

appropriate, remove it (see “Regulations applying to ownership of 

the Company’s property assets” under Section 2.2 on page 163, 

Part IV of this Registration Document). 

Risks related to classifi ed facilities 

Certain facilities may be subject to regulations governing “classifi ed 

facilities for the protection of the environment” (see “Regulations 

applying to ownership of the Company’s property assets” under 

Section 5.2 on page 61, Part II of this Registration Document). 

These facilities may create risks, cause pollution or be harmful to 

public health and safety. As of the date this Registration Document 

was fi led, ANF did not have any classifi ed facilities and is therefore 

not exposed to the related risks. 

Risks related to water treatment 

See “Regulations applying to ownership of the Company’s property 

assets” under Section 5.2 on page 61, Part II of this Registration 

Document). 

ANF, as the owner of buildings, facilities and land, could be formally 

accused of failure to adequately monitor and maintain its property 

against these hazards. Any proceedings alleging ANF’s potential 

liability could have a negative impact on its operations, outlook and 

reputation. ANF closely follows all applicable regulations in this area 

in order to minimise this risk, and has a preventative approach in 

carrying out property inspections and doing any work needed to 

comply with regulations. 

Natural and technological risks 

Contents 

ANF’s property assets may also be exposed to natural risks (such 

as fl oods and/or building collapse) and/or technological risks. Any 

such event may require the full or partial closure of the premises 

concerned. This could make ANF’s assets less attractive, and have 

a negative impact on its operations and earnings. 


Since June 1, 2006, lessors are required, at the time a lease is signed, 

to provide their lessees with information relating to the existence of 

certain environmental risks (Article L. 125-5 and Articles R. 125-23 

to R. 125-27 of the Environment Code. A statement of natural 

3.2 Market risks 

Interest rate risks 

Equity investment risks 

As of December 31, 2009, the Company owned 137,835 ANF 

shares (including the ANF shares in the liquidity contract), holdings 

in mutual funds and commercial paper worth an overall total of 

€16 million. As a result, ANF does not feel it faces any signifi cant 

risks related to equity investments. 



and technological risks must therefore be attached to the lease. If 

the statement of risks is not provided, the lessee may request the 

termination of the lease or seek a reduction in rent from the judge. 

ANF’s debts and liabilities totalled €452 million as of December 31, 2009, according to the fi nancial statements for the fi scal year that ended 

on this date. ANF has a policy of hedging interest rates over the lifetime of its loans. 

For this purpose, ANF has entered into 25 interest rate hedging agreements, the purpose of which is to exchange a Euribor 3-month variable 

rate for a fi xed rate (see Note 20 “Interest rate risks” on page 125 of the annex to the consolidated fi nancial statements). 

The table below shows the net exposure to interest rate risk, before and after hedging: 


12/31/2009 

Fixed 

rate 


assets* (a) 

Variable 

rate 


liabilities* (b) 

Fixed 

rate 

Variable 

rate 

Net exposure 

before hedging 

(c) = (a) – (b) 

Fixed 

rate 

Variable 

rate 

Foreign exchange risk 

Interest rate 

hedging 

instruments (d) 

Fixed 

rate 

Variable 

rate 

Net exposure 

after hedging 

(e) = (c) + (d) 

Fixed 

rate 

Variable 

rate 

< 1 year - 30,130 566 1,540 (566) 28,590 - - (566) 28,590 

1 to 2 years - - 2,832 429,575 (2,832) (429,575) - 422,579 (2,832) (6,996) 

> 5 years - - 7,489 10,448 (7,489) (10,448) - 11,000 (7,489) 552 

TOTAL - 30,130 10,887 441,563 (10,887) (411,433) - 433,579 (10,887) 22,146 

* Financial assets consist of the cash and cash equivalents reported on the consolidated balance sheet; financial liabilities are financial payables reported under 

liabilities on the consolidated balance sheet. 

The table below shows the sensitivity to interest rate risk of fi nancial assets and liabilities: 

Fiscal year 2009 

Impact on income 

Impact on 

shareholders’ equity 


before tax 

before tax 

Impact of a change of +1% in interest rates - 18,091 

Impact of a change of -1% in interest rates - (19,482) 

ANF is exposed to the risk of changes in interest rates for its future borrowings. 

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As of the date of fi ling this Registration Document, ANF generates 

all its revenue in the euro zone and pays all its expenses (including 

investment costs) in euros. As a result, the Company is not exposed 

to any foreign exchange risks. 


77 


78 



3.3 Risks related to liquidity and cash fl ow 

ANF’s strategy relies on its ability to use fi nancial resources to make 

investments, purchase property and refi nance borrowings as they 

fall due. ANF may (i) not always have the desired access to capital 

markets, or (ii) may be required to obtain fi nancing under terms that 

are less favourable than initially planned. This could result notably 

The table below shows a breakdown of fi nancial liabilities by contractual maturity: 


from fi nancial market trends, a major event affecting the property 

sector, or any other change in ANF’s operations, fi nancial position or 

shareholder structure that could infl uence investors’ views of ANF’s 

credit quality or attractiveness as an investment. 

12/31/2010 1 to 5 years Over 5 years Total 


12/31/2010 Nominal Interest Nominal Interest Nominal Interest Nominal Interest 

Bonds - - - - - - - - - 

Bank borrowings 444,922 976 8,154 426,009 59,265 17,937 1,288 444,922 68,607 

Finance lease payables 7,528 1,130 263 6,398 450 - - 7,528 713 

Payables to banks - - - - - - - - - 

Derivative fi nancial 

instruments 

29,546 - 12,724 - 19,575 - 6 - 32,305 

Total fi nancial liabilities 481,996 2,106 21,141 432,407 79,290 17,937 1294 452,450 101,725 

The table in Note 3 annexed to the Company’s consolidated 

fi nancial statements shows debt maturities at the end of the period. 

In terms of liquid assets, ANF takes steps to ensure that the amount 

of rental income it receives is always suffi cient to cover its operating 

expenses and interest payments. 

ANF’s liquid assets management policy involves monitoring its loan 

duration and available lines of credit, as well as the diversifi cation of 

its sources of fi nancing. 

3.4 Company-specifi c risks 

Risks related to the Company’s shareholder 

structure 

As of the date of fi ling of this Registration Document, ANF’s majority 

shareholder in terms of shares and voting rights is Eurazeo through 

its 99.9%-owned subsidiary, Immobilière Bingen. Eurazeo therefore 

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Some of ANF’s loans contain the usual covenants and clauses 

governing early repayment and fi nancial commitments (“covenants”), 

which are described in Section 5.3.1 “Financing contracts” on 

pages 175-176, Part VI of the Registration Document and in 

Note 10 on pages 119 and 120 of the annex to the consolidated 

fi nancial statements for the fi scal year ended December 31, 2009. 

The company has carried out a specifi c review of its liquidity risk 

and considers that it is able to meet its future obligations. 

has signifi cant infl uence over ANF and the way it carries out its 

business. For instance, Eurazeo can make important decisions 

regarding the composition of the Executive and Supervisory Boards, 

approval of the fi nancial statements, dividend payouts, share capital 

and the Articles of Association. 


3.5 Risks related to B&B Hotels Group properties 

Risks related to dependency on B&B Hotels 

Group business 

A large portion of ANF’s revenue comes from rent paid by the B&B 

Group. If the B&B Group were to experience serious fi nancial, sales 

or operational diffi culties, this could lead it to default on its rent 

payments, which would therefore have a signifi cant negative impact 

on ANF’s operations, earnings, fi nancial position and outlook. 

Risk that the pro forma fi nancial information 

in the Registration Document is not 

representative 

The pro forma data provided in this Registration Document are 

intended to illustrate what ANF’s fi nancial position and earnings 

would have been if the assets from the transaction had been fully 



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Contents 

incorporated at January 1, 2007. However, they are only estimates 

of ANF’s fi nancial position and earnings as if it already owned the 

property. They are not a guarantee of ANF’s future operations and 

earnings. 

Pro forma fi nancial data are included in this Registration Document 

in reference to Part V “Pro forma fi nancial information”. 

Risk management procedures put in place by 

the Company 

For information on the risk management procedures put in place 

by the Company, see the Internal Control Report produced by 

the Chairman of the Supervisory Board (page 78 et seq. of this 

Registration Document). 


79 


80 


ANF and its shareholders 

4. ANF and its shareholders 

4.1 Information on share capital 

As of December 31, 2009, ANF’s share capital was €26,070,846 divided into 26,070,846 fully paid-up shares, all of the same class, with a 

par value of €1 each. 

4.2 Group shareholders 

The Company’s main shareholders 

The table below sets out, to the best of the Company’s knowledge, the breakdown of capital ownership as of December 31, 2009, 

December 31, 2008 and December 31, 2007, as follows: 


Voting rights Shares 

No. % No. % 

Eurazeo* 15,445,351 59.46% 15,445,351 59.24% 

Generali 1,247,583 4.80% 1,247,583 4.79% 

Taube Hodson Stonex 1,190,684 4.58% 1,190,684 4.57% 

CNP Assurances 1,176,263 4.53% 1,176,263 4.51% 

Caisse d’Épargne Provence Alpes Corse 788,018 3.03% 788,018 3.02% 

Mainz Holding LLC 679,738 2.62% 679,738 2.61% 

Cardif 588,037 2.26% 588,037 2.26% 

BPCE 525,520 2.02% 525,520 2.02% 

Treasury shares - 0.00% 137,835 0.53% 

Other 4,336,618 16.69% 4,291,817 16.46% 

TOTAL 25,977,812 100% 26,070,846 100% 

* Through the company Immobilière Bingen, which is 99.9%-owned by Eurazeo. 

2008 


No. % No. % 

Eurazeo* 31,364,792 77.35 15,682,396 62.84 

Caisse d’Épargne Provence Alpes Corse 748,700 1.85 748,700 3.00 

Caisse Nationales des Caisses d’Épargne 499,133 1.23 499,133 2.00 

CNP Assurances 1,117,200 2.76 1,117,200 4.48 

Generali 1,247,834 3.08 1,247,834 5.00 

Taube Hodson Stonex 1,247,910 3.08 1,247,910 5.00 

Cardif 558,511 1.38 558,511 2.24 

Treasury shares - - 109,835** 0.44 

Other 3,766,969 9.29 3,745,156 15.01 

TOTAL 40,551,049 100 24,956,675 100 


** Plus 18,960 shares held as part of the liquidity contract. 


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2007 




No. % No. % 

Eurazeo* 29,871,238 77.12 14,935,619 62.84 

Caisse d’Épargne Provence Alpes Corse 713,048 1.84 713,048 3.00 

Caisse Nationales des Caisses d’Épargne 475,365 1.23 475,365 2.00 

CNP Assurances 1,064,000 2.75 1,064,000 4.48 

Generali 1,188,413 3.07 1,188,413 5.00 

Taube Hodson Stonex 1,188,486 3.07 1,188,486 5.00 

Cardif 531,915 1.37 531,915 2.24 

Treasury shares - - 7,690** 0.03 

Other 3,703,317 9.56 3,663,726 15.41 

TOTAL 38,735,782 100 23,768,262 100 


** Plus 767 shares held as part of the liquidity contract. 

The following cases of thresholds being exceeded were declared 

to the Financial Markets Authority during the fi scal year ended on 

December 31, 2009: 

• Caisse Nationale des Caisses d’Épargne (CNCE) disclosed that it 

had exceeded the 5% threshold on June 29, 2009, when it held 

1,313,538 ANF shares and voting rights, equivalent to 5.05% of 

the share capital and 3.15% of the voting rights. The threshold 

was exceeded following the payment of a dividend in ANF shares; 

• Taube Hodson Stonex Partners LLP (THS) disclosed that 

following a disposal of shares, its stake in ANF’s share capital 

had fallen below the 5% threshold on July 21, 2009, when it held 

Changes in capital 

Below is the table of changes in ANF’s capital over the past three fi scal years: 

1,190,684 shares and voting rights, equivalent to 4.58% of the 

share capital and 2.85% of the voting rights; 

• Eurazeo (through Immobilière Bingen, 99.9%-owned by Eurazeo) 

disclosed that following the loss of double voting rights, it no 

longer held two-thirds of the voting rights as of December 9, 2009, 

since from that date, its 16,465,628 ANF shares represented 

the same number of voting rights, equivalent to 63.16% of the 

share capital and 63.05% of the voting rights. Eurazeo (through 

Immobilière Bingen) also stated that as of December 10, 2009, 

it held 15,445,351 ANF shares and voting rights, equivalent to 

59.24% of the share capital and 59.14% of the voting rights. 

Amount Cumulative Cumulative 

of change in number amount of 

Date Transactions 

capital in euros of shares capital in euros 

10/25/2007 Capital increase with elimination of pre-emptive subscription 

rights but application of priority period for shareholders 

7,130,478 23,768,262 23,768,262 

12/31/2007 - - 23,768,262 23,768,262 

06/13/2008 Capital increase by incorporation of all or part of the 

reserves or share, merger or contribution premiums through 

the issue and allocation of bonus shares to shareholders. 

1,188,413 24,956,675 24,956,675 

12/31/2008 - - 24,956,675 24,956,675 

06/29/2009 Capital increase by creating new shares following the 

payment of a dividend in shares. 

07/31/2009 Capital increase by creating new shares in the context of 

the bonus share plan implemented in 2006. 

1,054,907 26,011,582 26,011,582 

59,264 26,070,846 26,070,846 

12/31/2009 - - 26,070,846 26,070,846 

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82 



Voting rights of the main shareholders 

Each Company share carries one vote. 

However, double voting rights are carried by all shares fully paid 

up and registered in the same shareholder’s name for a period of 

two (2) years. Where capital is increased by incorporating reserves, 

profi ts or share issue premiums, double voting rights are awarded at 

issue to registered bonus shares granted to a shareholder in respect 

of existing shares carrying this right. 

Any share which is converted to bearer form, or which is transferred 

to another holder, loses the double voting right. However, the 

transfer of ownership by inheritance, liquidation of joint ownership 

between spouses, or inter vivos gift to a spouse or relative who is an 

heir, does not cause vested rights to be lost and does not interrupt 

the time period referred to in the previous paragraph. 

At the Registration Document fi ling date, the shares owned by 

Eurazeo (via Immobilière Bingen, which is 99.9%-owned by 

Eurazeo), carry single voting rights. 


Company ownership 

At the Registration Document fi ling date, ANF was majority-owned 

and controlled by Eurazeo, which indirectly holds 59.24% of the 

share capital and 59.46% of the Company’s voting rights. 

Within the framework of its corporate governance, the Company 

implemented specialised committees through the Supervisory 

Board, including independent members (see Section 2.4 

“Committees through the Supervisory Board” in Part II of the 

Registration Document). 

Agreements which could give rise to a 

change of ownership 

To the best of ANF’s knowledge, there were no agreements in place, 

at the Registration Document fi ling date, which could, at a later 

date, give rise to a change of ownership. 

4.3 Dividends paid over the past three fi scal years 

The Company’s policy on dividend distribution 

ANF intends to continue distributing dividends on a regular basis, in line with its SIIC status. 

Dividends paid over the past three fi scal years 

Date of AGM 

at which payout 

Amount Amount per share 

Fiscal year 

was approved 

(€) 

(€) 

Fiscal year ended December 31, 2007 May 14, 2008 30,802,821.40 1.30 

Fiscal year ended December 31, 2009 December 14, 2009 32,443,677.50 1.30 

Fiscal year ended December 31, 2009 (1) December 14, 2019 37,281,309.78 1.43 

(1) A proposal will be made at the AGM scheduled to take place on May 6, 2010 to pay a dividend of €1.43 per share. 

4.4 Transactions related to the Company’s shares 

The Ordinary and Extraordinary Shareholders’ Meeting of May 28, 

2009 (10th resolution) authorised the Executive Board to implement 

a share buyback programme (“Buyback programme”), pursuant to 

the provisions of Article L. 225-209 of the French Commercial Code, 

Part IV of Book II of the General Regulations of the Financial Markets 

Authority and Regulation 2273/2003 of the European Commission 

of December 22, 2003. 

In fi scal year 2009, this share buyback programme was implemented 

by ANF’s Executive Board, which carried out purchases, the terms 

of which are described below. 

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Description of the 2009 buyback programme 

The buyback programme was adopted for a period of eighteen 

months from the date of the meeting, i.e. until November 28, 2010. 

Pursuant to this authorisation, the maximum purchase price is set 

at €90. 

The Executive Board is authorised to purchase a number of shares 

representing a maximum of 10% of ANF’s capital on the closing 

date of such purchases, with the understanding that the maximum 

number of shares held after such purchases cannot exceed 10% 

of the capital. 


Pursuant to the regulations in effect and the market practices 

allowed by the Financial Markets Authority, the various objectives of 

the buyback programme are as follows: 

• to cancel shares further to the authority granted to the Executive 

Board by the shareholders at the Extraordinary Shareholders’ 

Meeting; 

• to adjust the ANF share price under the liquidity contract 

made with an independent investment services company, in 

accordance with a code of ethics approved by the Financial 

Markets Authority; 

• to have shares available for allocation to salaried employees 

and corporate offi cers of the Company and/or present and 

future associated companies under the terms provided by the 

applicable legislation on exercising call options, bonus share 

allocations and profi t-sharing schemes involving stock options; 

• remittance or exchange of shares at the time of an exercise of 

rights attached to debt instruments giving a right, by any means, 

to allocation of the Company’s shares; 

• to have shares available to keep or remit at a later date in 

exchange or as payment for acquisitions. However, the number 

of shares the Company is allowed to buy back for this purpose 

may not exceed 5% of its share capital; 

• any other practice which may be allowed or recognised by law or 

by the Financial Markets Authority, or any other objective which 

complies with regulations in effect. 

The Ordinary and Extraordinary General Meeting of May 28, 2009 

(11th resolution) authorised the Executive Board to reduce, in one 

or several transactions, within a limit of 10% of the capital in a 

24-month period, the Company’s capital, by cancellation of shares 

purchased pursuant to the 10th resolution of the same meeting 

and/or the 5th resolution of the Ordinary and Extraordinary General 

Meeting of May 14, 2008. 

Share buybacks by ANF in 2009 

and until March 31, 2010 

In 2009, ANF bought 113,540 shares at an average price of €29.52, 

for a total cost of €3,352,149. 

Between January 1, 2009 and March 31, 2010, ANF bought 

152,574 shares at an average price of €30.01, for a total cost of 

€4,579,425. 

Buybacks used in the context of a liquidity contract to 

increase share liquidity. 

In 2009, ANF bought 113,540 shares at an average price of €29.52, 

for a total cost of €3,352,149, in the context of a liquidity contract 

to increase share liquidity. 

Between January 1, 2009 and March 31, 2010, ANF bought 

152,574 shares at an average price of €30.01, for a total cost of 

€4,579,425, in the context of a liquidity contract to increase share 

liquidity. 

Share buybacks for cancellation 

During fi scal year 2009 and until March 31 2010, ANF did not buy 

back any shares for cancellation. 



Share buybacks for allocation to employees and 

corporate offi cers 

In 2009, and until March 31, 2010, ANF did not buy any shares for 

the allocation of bonus shares or profi t-sharing schemes involving 

stock options. 

Share buybacks performed for remittance or 

exchanges when rights attached to debt instruments 

are exercised 


back any shares for remittance or exchanges when rights attached 

to debt instruments are exercised. 

Share buybacks to be held and for subsequent 

remittance within the framework of outside growth 

acquisitions 


back any shares in order to hold them and subsequently remit them 

within the framework of outside growth acquisitions. 

Sales of shares in 2009 

and until March 31, 2010 

In 2009, Rothschild & Cie Banque sold 104,500 shares at an 

average price of €28.40 per share, for a total cost of €2,967,425, 

on behalf of ANF in the context of a liquidity contract to increase 

share liquidity. 

Between January 1, 2009 and March 31, 2010, 170,797 shares 

were sold at an average price of €25.81 per share, for a total cost of 

€4,407,504, in the context of a liquidity contract to increase share 

liquidity. 

Terms of share buybacks 

Between January 1, 2009 and March 31 2010, ANF bought back 

shares through direct purchases on the market and in the context 

of a liquidity contract to increase share liquidity. 

During this period, ANF did not use any derivatives in order to make 

its purchases. 

Cancellation of shares by ANF 

ANF has not cancelled any shares over the past 24 months. 

Pursuant to Article L. 225-209-4 of the French Commercial Code, 

shares may be cancelled only within a limit of 10% of a company’s 

capital in 24-month periods. 

Potential reallocations 

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The shares purchased by ANF under the authorisation granted 

by the 10th resolution adopted by the Ordinary and Extraordinary 

General Meeting on May 28, 2009 or under any other previous 

authorisation have not been reallocated for other purposes than 

those initially assigned upon purchase. 


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Description of the 2010 buyback programme 

which shall be submitted to the Ordinary and 

Extraordinary General Meeting of May 6, 2010 

pursuant to Articles 241-2 and 241-3 of the 

General Regulations of the Financial Markets 

Authority 

The Ordinary and Extraordinary General Meeting of May 6, 2010 has 

been called, as per the 7th resolution, for the purpose of adopting 

a share buyback programme pursuant to the provisions of Article 

L. 225-209 of the French Commercial Code. 

The various objectives of this share buyback programme, as stated 

in the 7th resolution, which shall be submitted to the Company’s 

Ordinary and Extraordinary General Meeting of May 6, 2010, are 

those of the previous share buyback described above. 


The buyback authorisation to be granted to the Executive Board, 

within the framework of the buyback programme, is for a maximum 

of 10% of the capital on the date such purchases take place. 

Based on the capital of €26,070,846 as of May 6, 2010, date of the 

Ordinary and Extraordinary General Meeting, the maximum number 

of shares would be 2,607,084. 

The maximum buyback price under the share purchase programme 

is €70 per share. 

The share buyback programme is planned for a term of 18 months 

from the date of the Ordinary and Extraordinary General Meeting of 

May 6, 2010, which is called upon to adopt it, until November 6, 

2011. 

The share buybacks carried out by the Company within the 

framework of the previous share buyback programme are 

summarised in the following table. 

TABLE: SUMMARY DECLARATION OF TRANSACTIONS CARRIED OUT BY THE COMPANY ON ITS OWN SHARES FROM JANUARY 1, 

2009 TO MARCH 31, 2010 AS PART OF THE SHARE BUYBACK PROGRAMME 

Cumulative gross 

transactions 

Transactions 

pending at purchase 

Pending as of March 31, 2010 

Transactions 

pending at sale 

Options Forward 

Forward 

Purchases Sales purchased purchases Options sold sales 

Number of shares 152,574 170,797 - - - - 

Average maximum maturity - - - - - - 

Average cost of the transaction (€) 30.01 25.81 - - - - 

Average exercise price (€) - - - - - - 

Amounts (€) 4,579,425 4,407,504 - - - - 

4.5 Elements likely to have an impact in the case 

of a takeover bid 

Please see Section 5.3”Financing contracts” in Part VI of the Registration Document on the loan agreements containing an acceleration 

covenant in the event of a change of ownership. 

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5. Sustainable development 

5.1 Human resources information 

Human resources of the Group 

As of December 31, 2009, staff numbered 53 persons, unchanged 

from the end of December 2008, broken down into 27 executives 

and 26 employees and supervisors; there were 56 staff at the end 

of December 2007. 

Shareholding and stock options 

See Section 2.6 “Interests of executives and employees in the share 

capital” of Part II of the Registration Document. 

5.2 Environmental information 

Regulations applying to ownership 

of the Company’s property assets 

In the event that one of the sites owned by ANF is classifi ed, by 

administrative decision, as being in a zone covered by a plan to 

prevent technological risks or foreseeable natural hazards or is in an 

earthquake zone, the Company would be required, under the terms 

of Article L. 125-5 of the Environment Code and Articles R. 125-23 

to R. 125-27 of the Environment Code, to inform the tenants. Some 

facilities may also be subject to regulations governing classifi ed 

facilities for the protection of the environment. A classifi ed facility 

(Law 76-663 of July 19, 1976, consolidated in Articles L. 511-1 et 

seq. of the Environment Code) is one which may be dangerous or 

disadvantageous to the community, public health and safety, or to 

the environment. The operator of a classifi ed facility is required to 

inform the prefect beforehand of any signifi cant planned change to 

Human resources policy 


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A profi t-sharing agreement was signed on June 25, 2008 for fi scal 

years 2008, 2009 and 2010. The purpose of the agreement is that 

all staff should benefi t from the earnings generated by the Company. 

The means of calculating this profi t-sharing incentive is based 

on quantitative and qualitative criteria relating to the Company’s 

business. 

Furthermore, all the Company’s staff, thanks to a contribution paid 

in full by the employer, have a supplementary retirement plan, which 

is outsourced with an insurer. 

the facility (Article R. 512-33 of the Environment Code) and must 

provide a report on operations at least every ten years, the contents 

of which are stipulated in a ministerial order dated July 29, 2004. 

When a classifi ed facility is permanently shut down, the operator 

must inform the prefect at least three months before closure 

(Article R. 512-74 of the Environment Code) and must restore the 

site in such a way that it does not present any of the dangers or 

disadvantages referred to in Article L. 511-1 of the Environment 

Code, taking into account the future use of the site (Article R. 512-17 

of the Environment Code). 

ANF must comply with regulations relating to water use and 

waste water, especially the requirement to treat waste water in 

accordance with the provisions of the Public Health Code and 

the Local Authorities Code, and to the qualitative and quantitative 

management of rainwater. 


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86 


Reports and information for the Shareholders’ Meeting 

6. Reports and information 

for the Shareholders’ Meeting 

6.1 Income tables for the previous fi ve fi scal years 

(€) 2005 2006 2007 2008 2009 

Share capital at year-end 

Share capital 16,637,784 16,637,784 23,768,262 24,956,675 26,070,846 

Number of existing ordinary shares 16,637,784 16,637,784 23,768,262 24,956,675 26,070,846 

Maximum number of shares to be created by 

exercising share warrants 

– 262,886 265,670 283,921 297,061 

Transactions and income for fi scal year 

Revenues (ex-VAT) 22,847,127 24,349,333 30,197,379 58,520,353 65,388,402 

Income before tax, depreciation and provisions 28,465,639 9,908,886 21,501,120 28,642,037 45,590,696 

Income tax (4,321,544) (87,698) 1,000,920 718,675 (15,360) 

Income after tax, depreciation and provisions 20,264,082 3,290,207 10,602,338 5,592,038 16,000,307 

Distributed earnings 19,133,452 3,290,207 10,602,338 5,592,038 16,000,307 

Special dividends 62,391,690 16,675,135 20,204,662 26,851,639 21,281,003 

Earnings per share 

Income after tax, before depreciation and 

provisions 


1.45 0.59 0.86 1.18 1.75 

Income after tax, depreciation and provisions 1.22 0.20 0.45 0.22 0.61 

Total net dividend per share 1.15 0.20 0.45 0.22 0.61 (1) 

Extraordinary dividend 3.75 1.00 0.85 1.08 0.82 (1) 

Staff 

Average number of employees for the year 48 49 56 53 53 

Wage bill for the year 3,172,634 3,744,826 2,955,826 3,386,517 3,233,279 

Employee benefi ts for the year 1,672,335 1,489,472 1,717,109 2,118,973 2,185,932 

(1) Proposal to be submitted to the Shareholders’ Meeting on May 6, 2010. 

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6.2 Summary table of unexpired delegations granted 

by the Shareholders’ Meeting with respect 

to capital increases 

The table below sets out the various unexpired authoriz ations granted by the Ordinary and Extraordinary Shareholders’ Meetings of May 28, 

2009 and May 14, 2008: 

Date of 

meeting 

Purpose Resolution Duration 

05/28/2009 Delegation of authority to the Executive Board to increase share capital by capitaliz ing 

reserves, profi ts or issue , merger or contribution premiums. 

05/28/2009 Delegation of authority to the Executive Board to issue shares and/or securities 

convertible, redeemable, exchangeable or otherwise exercisable, immediately 

or in the future, for shares, with preferential subscription rights. 



or in the future, for shares, without preferential subscription rights, by a public offering, 

or in connection with a takeover bid comprising a share exchange offer 


convertible, redeemable, exchangeable or otherwise exercisable, immediately or in the 

future, for shares, without preferential subscription rights in connection with an offering 

referred to in Section II of Article L. 411-2 of the French Monetary and Financial Code. 

05/28/2009 Authorization to the Executive Board, to set the issue price in the event of the issue 

of shares or securities convertible, redeemable, exchangeable or otherwise 

exercisable, immediately or in the future, for shares without preferential subscription 

rights, representing up to 10% of share capital. 

05/28/2009 Authoriz ation to increase the number of shares, securities or other instruments 

to be issued in the event of a capital increase with or without preferential subscription 

rights for shareholders. 

05/28/2009 Delegation of powers to the Executive Board to issue shares and/or securities 


future, for shares, in consideration for contributions in kind granted to the Company. 

05/28/2009 Delegation of authority to the Executive Board to increase capital by issuing shares 

and/or securities convertible, redeemable, exchangeable or otherwise exercisable, 

immediately or in the future, for shares reserved for members of a company 

savings plan. 

05/28/2009 Authoriz ation for the Executive Board to grant free shares to the employees 

and corporate offi cers of the Company or its affi liates. 

05/14/2008 Authoriz ation for the Executive Board to grant share subscription or purchase options 

to the employees and Corporate offi cers of the Company or its affi liates. 

Ceilings on capital increases that may be decided by the Executive 

Board upon authoriz ation: 

• the ceiling on the par value amount of capital increases that may 

be carried out pursuant to the 13th to 18th resolutions of the 

Shareholders’ Meeting of May 28, 2009 is equal to €25 million; 

• the ceiling on the par value amount of capital increases that may 

be carried out pursuant to the 20th resolution of the Shareholders’ 

Meeting of May 28, 2009 is equal to €100,000; 

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12 26 months 

13 26 months 

14 26 months 

15 26 months 

16 26 months 

17 26 months 

18 26 months 

20 26 months 

21 38 months 

20 38 months 

• the maximum amount for issues of debt securities that may 

be exchanged, redeemed or otherwise exercised for shares 

(pursuant to the 13th to the 18th resolutions submitted to the 

Shareholders’ Meeting of May 28, 2009) is equal to €100 million; 

• the total number of share subscription or purchase options 

granted under the 20th resolution of the Shareholders’ Meeting 

of May 14, 2008 consists of a number of shares representing a 

maximum of 3% of the Company’s share capital at the date of 

the said meeting. 


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88 



The table below summarises the different delegations and authorisations to be submitted for approval by the Ordinary and Extraordinary 

Shareholders’ Meeting to be held on May 6, 2010: 

Date of 

meeting 


Purpose Resolution Duration 

05/06/ 2010 Delegation of authority to the Executive Board to increase share capital by capitaliz ing 

reserves, profi ts or issue , merger or contribution premiums. 

05/06/2010 Delegation of authority to the Executive Board to issue shares and/or securities 


or in the future, for shares, with preferential subscription rights. 



or in the future, for shares, without preferential subscription rights, by a public offering, 

or in connection with a takeover bid comprising a share exchange offer 



or in the future, for shares, without preferential subscription rights in connection 

with an offering referred to in Section II of Article L. 411-2 of the French Monetary 

and Financial Code. 

05/06/2010 Authorization to the Executive Board, to set the issue price in the event of the issue 

of shares or securities convertible, redeemable, exchangeable or otherwise 

exercisable, immediately or in the future, for shares without preferential subscription 

rights, representing up to 10% of share capital. 

05/06/2010 Authoriz ation to increase the number of shares, securities or other instruments to be 

issued in the event of a capital increase with or without preferential subscription rights 

for shareholders . 

05/06/2010 Delegation of powers to the Executive Board to issue shares and/or securities 


future, for shares, in consideration for contributions in kind granted to the Company. 

05/06/2010 Delegation of authority to the Executive Board to increase capital by issuing shares 

and/or securities convertible, redeemable, exchangeable or otherwise exercisable, 

immediately or in the future, for shares reserved for members of a company 


10 26 months 

11 26 months 

12 26 months 

13 26 months 

14 26 months 

15 26 months 

16 26 months 

18 26 months 

Since the issue of Order No. 2004-604 of June 24, 2004, the Executive Board has been authorised to issue simple bonds without authorisation 

from the Shareholders’ Meeting. 

6.3 Agenda and Resolutions of the Shareholders’ Meeting 

ANF: Ordinary and Extraordinary 

Shareholders’ Meeting of May 6, 2010 

Resolutions before the Ordinary Shareholders’ 

Meeting 

1. Executive Board’s Report, Supervisory Board’s observations and 

Statutory Auditors’ Reports; approval of the Company fi nancial 

statements for the year ended December 31, 2009. 

2. Appropriation of net income for the year and dividend distribution. 

3. Option to pay dividends in shares. 

4. Executive Board’s Report, Supervisory Board’s observations 

and Statutory Auditors’ Reports; approval of the consolidated 

fi nancial statements for the year ended December 31, 2009. 

5. Statutory Auditors’ Special Report on regulated agreements 

and commitments referred to in Article L. 225-86 of the French 

Commercial Code and approval of such agreements and 

commitments. 

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6. Appointment of Mr. Fabrice de Gaudemar as a member of the 

Supervisory Board. 

7. Authorization of a share buyback program by the Company for 

its own shares. 

Resolutions before the Extraordinary Shareholders’ 


8. Modifi cation of the Company name – Amendment of the Bylaws 

accordingly. 

9. Authorization to the Executive Board to decrease share capital 

by cancelling shares purchased under share buyback programs. 

10. Delegation of authority to the Executive Board to increase share 

capital by capitalizing reserves, profi ts or issue, merger and 

contribution premiums. 

11. Delegation of authority to the Executive Board to issue shares 

and/or securities convertible, redeemable, exchangeable or 


otherwise exercisable, immediately or in the future, for shares, 

with preferential subscription rights. 




without preferential subscription rights, by a public offering, or 

in connection with a takeover bid comprising a share exchange 

offer. 




without preferential subscription rights in connection with an 

offering referred to in Section II of Article L. 411-2 of the French 

Monetary and Financial Code. 

14. Authorization to the Executive Board, to set the issue price in the 

event of the issue of shares or securities convertible, redeemable, 

exchangeable or otherwise exercisable, immediately or in 

Draft resolutions 

Resolutions before the Ordinary Shareholders’ 


1st resolution: Executive Board’s Report, Supervisory Board’s 

observations and Statutory Auditors’ Reports; approval of the 

Company fi nancial statements for the year ended December 31, 

2009. 



the future, for shares without preferential subscription rights, 

representing up to 10% of share capital. 

15. Increase in the number of shares, securities or other instruments 

to be issued in the event of a capital increase with or without 

preferential subscription rights for shareholders. 

16. Delegation of powers to the Executive Board to issue shares 


otherwise exercisable, immediately or in the future, for shares, in 

consideration for contributions in kind granted to the Company. 

17. Overall ceilings on the amount of shares and securities issued 

under the 11th to 16th resolutions. 

18. Delegation of authority to the Executive Board to increase capital 

by issuing shares and/or securities convertible, redeemable, 

exchangeable or otherwise exercisable, immediately or in the 

future, for shares reserved for members of a company savings 

plan. 

19. Powers to carry out formalities. 

The Shareholders’ Meeting, voting in accordance with quorum and 

majority rules for Ordinary Shareholders’ Meetings, having reviewed 

the Executive Board’s Reports, the Supervisory Board’s observations, 

the Statutory Auditors’ Reports as well as the Company fi nancial 

statements for the year ended December 31, 2009, approves the 

Company fi nancial statements for the year ended December 31, 

2009 as presented to the Shareholders’ Meeting, as well as the 

transactions refl ected therein and summarized in these Reports. 

2nd resolution: Appropriation of net income for the year and dividend distribution. 

The Shareholders’ Meeting, voting in accordance with quorum and majority rules for Ordinary Shareholders’ Meetings, having reviewed the 

Executive Board’s Reports, the Supervisory Board’s observations and the Statutory Auditors’ Reports, resolves: 

To appropriate the year’s earnings: €16,000,306.91 

To the legal reserve for an amount of: €133,588.00 

To appropriate to other reserves an amount charged to share premiums of: €3,166,080.78 

Share, merger and contribution premiums amounting, subsequent to this appropriation, to: €319,813,757.48 

To appropriate the year’s earnings, after appropriation of the legal reserve, for an amount of: €15,866,718.91 

Plus a distribution of retained earnings: €146,308.09 

Distributable earnings: €16,013,027.00 

To pay dividend for an amount of: €16,013,027.00 

Plus a resultant charge to other reserves, after the aforementioned appropriation: €3,166,080.78 

Plus a charge to revaluation reserves in the amount of the surplus depreciation on revaluation: €1,554,064.00 

Plus a charge to revaluation reserves for gains: €16,548,138.00 

Total distributed amount: €37,281,309.78 

Dividend per share: €1.43 

Should the Company hold any of its own shares when the dividend 

is paid, dividends payable on such shares will automatically be 

added to retained earnings. 

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For qualifying shareholders, this distribution is eligible up to 1.31 

euro per share, for the 40% rebate set out in Article 158.3.2° of the 

French General Tax Code. 

The ex-dividend date is May 13, 2010 and the dividend will be 

payable as of June 7, 2010. 


89 


90 



In accordance with Article 243 bis of the French General Tax Code, the Shareholders hereby note that the dividends per share for the previous 

three fi scal years were as follows: 

In euros Year ended 

12/31/2006 


Year ended 

12/31/2007 

Year ended 

12/31/2008 

Dividend 1.20 1.30 1.30 

Rebate provided for by Article 158.3.2° 

by the French General Tax Code (1) 

Distribution fully 

eligible for 40% rebate 

Distribution fully 

eligible for 40% rebate 

Distribution eligible 

up to 0.43 euro per 

share, for 40% rebate 

Total income per share 1.20 1.30 1.30 

(1) As permitted by applicable law. 

3rd resolution: Option to pay dividends in shares. 

The Shareholders’ Meeting, voting in accordance with quorum 

and majority rules for Ordinary Shareholders’ Meetings resolves, in 

accordance with Article 24 of the Bylaws and Articles L. 232-18 to 

L. 232-20 of the French Commercial Code, to grant all shareholders 

the possibility to opt for the payment of all dividends in cash or in 

shares, this option to be made for the totality of the dividends to 

which they are entitled. 

This option should be exercised through fi nancial intermediaries 

authorized to pay the dividend from May 13, 2010 through May 26, 

2010. Dividends will be paid only in cash for all options not exercised 

on this date. 

The issue price of new shares that will be issued as payment for 

dividends will be equal to 100% of the average opening share price 

for the twenty trading sessions preceding the day of the decision to 

pay out dividends, less the net amount of the dividend. The issue 

price will be rounded up to the nearest euro cent. 

Shares issued in payment of dividends will rank for dividends as of 

January 1, 2010. 

If the amount of dividends for which the option is exercised does not 

correspond to a whole number of shares on the day that the option 

is exercised, the number of shares given to the shareholder will be 

rounded down to the nearest whole number, and the shareholder 

will be given the balance in cash. 

The Shareholders’ Meeting grants full powers to the Executive 

Board to implement this decision, carry out all transactions related 

to or resulting from the exercise of the option, record the capital 

increase and accordingly amend Article 6 of the Bylaws related to 

share capital. 

4th resolution: Executive Board’s Report, Supervisory Board’s 

observations and Statutory Auditors’ Reports; approval of the 

consolidated fi nancial statements for the year ended December 31, 




the Executive Board’s Reports, the Supervisory Board’s observations, 

the Statutory Auditors’ Reports as well as the consolidated fi nancial 

statements for the year ended December 31, 2009, approves the 

consolidated fi nancial statements for the year ended December 31, 

2009 as presented to the Shareholders’ Meeting, as well as the 

transactions refl ected therein and summarized in these Reports. 

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5th resolution: Statutory Auditors’ Special Report on regulated 

agreements and commitments referred to in Article L. 225-86 of the 

French Commercial Code and approval of such agreements and 

commitments. 


and majority rules for Ordinary Shareholders’ Meetings, having 

reviewed Statutory Auditors’ Special Report on regulated 

agreements and commitments referred to in Article L. 225-86 of the 

French Commercial Code, approves this Report and the agreements 

and commitments cited therein, and notes that the other regulated 

agreements and commitments entered into or performed during 

2009 concerned transactions that occurred in the normal course of 

business and were entered into on an arm’s length basis. 

6th resolution: Appointment of Mr Fabrice de Gaudemar as a 

member of the Supervisory Board. 



the Executive Board’s Report, appoints Mr Fabrice de Gaudemar as 

a member of the Company’s Supervisory Board for a period of six 

years, i.e., until the end of the Shareholders’ Meeting convened to 

approve the fi nancial statements for the fi scal year ended in 2015. 

7th resolution: Authorization of a share buyback program by the 

Company for its own shares. 



the Executive Board’s Report and pursuant to Article L. 225-209 of 

the French Commercial Code, Book II Title IV of the AMF General 

Regulations and European Commission Regulation 2273/2003 of 

December 22, 2003, 

• terminates, with immediate effect, the unused portion of the 

authorization granted to the Executive Board to purchase shares 

of the Company pursuant to the 10th resolution of the Combined 

Shareholders’ Meeting held on May 28, 2009; 

• authorizes the Executive Board to carry out transactions on 

Company shares up to an amount representing 10% of share 

capital on the date of such purchases, as calculated in accordance 

with applicable laws and regulations, provided, however, that the 

total number of the Company’s owns shares held by it following 

such purchases does not exceed 10% of share capital. 


The maximum purchase price per share will be €70 (excluding 

acquisition costs). As such, the maximum amount for purchases 

will not exceed €182,495,880. It should be noted, however, that 

in the event of changes in share capital resulting, in particular, 

from the capitalization of reserves, granting of bonus shares, stock 

splits or reverse splits, the above-mentioned price will be revised 

accordingly. 

Shares may be bought, sold or transferred by any means, in one 

or more transactions, including over the counter, through block 

trades, public offerings, the use of derivatives or of warrants or other 

securities convertible, redeemable, exchangeable or otherwise 

exercisable for Company shares, or by creating option mechanisms, 

as permitted by the fi nancial market authorities and in accordance 

with regulations. 

The Company will be entitled to make use of this authorization for 

the following purposes, in compliance with the above-mentioned 

statutes and fi nancial market practices authorized by the AMF: 

• canceling shares, in accordance with the authorization granted to 

the Executive Board at the Extraordinary Shareholders’ Meeting; 

• market-making in the Company’s shares as part of a liquidity 

contract with an independent investment service provider, in 

accordance with the French Financial Markets Authority’s Code 

of ethics; 

• allocating shares to employees and executives of the Company 

and/or of companies either related to ANF or which will be related 

to it in the future, as allowed by law, notably with respect to 

exercising stock options, granting bonus shares or profi t sharing; 

• remit or exchange shares when the rights attached to debt 

instruments that entitle holders to receive ANF shares are 

exercised; 

• retaining or using shares in exchange or as payment for potential 

future acquisitions; 

• undertaking any other transaction approved of or recognized 

by the law and/or the Financial Markets Authority and any goals 

consistent with prevailing regulations. 

In accordance with Article L. 225-209 of the French Commercial 

Code, the number of shares purchased by the Company with a view 

to using treasury shares in the future as payment or consideration in 

connection with an acquisition will not exceed 5% of the Company’s 

share capital. 

This authorization is granted for a period of 18 months from the date 

of this Shareholders’ Meeting. 

Company shares may be bought, sold or transferred at any time, 

subject to applicable laws and regulations, including during periods 

of takeover bids for cash or shares launched by the Company or 

targeting the Company’s shares. 

As required by applicable regulations, the Company will report 

purchases, disposals and transfers to the AMF and, in general, 

complete all formalities or fi ling requirements. 

The Shareholders’ Meeting grants full powers to the Executive 

Board, which may delegate such power as provided by Article 



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L. 225-209 paragraph 3 of the French Commercial Code, to 

implement this authorization and to set the terms and conditions 

thereof, in particular, to adjust the above purchase price in the event 

of changes in shareholders’ equity, share capital or the par value 

of shares, to place any orders on the stock exchange, enter into 

agreements, complete all fi ling requirements and formalities and, in 

general, do all that is necessary. 

Resolutions before the Extraordinary Shareholders’ 


8th resolution: Modifi cation of the Company name – Amendment 

of the Bylaws accordingly. 


majority rules for Extraordinary Shareholders’ Meetings, having 

reviewed the Executive Board’s Report, resolves that, as of this day, 

the name of the Company be changed to “ANF Immobilier” and this 

modifi cation therefore amends Article 2 of the Bylaws, which now 

has the following title: 

“Article 2: Company Name 

The Company name is ANF Immobilier.” 

9th resolution: Authorization to the Executive Board to decrease 

share capital by cancelling shares purchased under share buyback 

programs. 



reviewed the Executive Board’s Report and the Statutory Auditors’ 

Special Report, pursuant to Article L. 225-209 of the French 

Commercial Code: 

1. authorizes the Executive Board to decrease, in one or more 

transactions, the Company’s share capital by up to 10% of 

share capital per 24-month period, by cancelling shares bought 

pursuant to the 7th resolution of this Shareholders’ Meeting, and/ 

or the 10th resolution of the Combined Shareholders’ Meeting 

held on May 28, 2009, and this maximum applies to an amount 

of share capital that may be adjusted, if necessary, to take into 

account transactions impacting share capital subsequent to this 

Shareholders’ Meeting; 

2. resolves that any excess of the purchase price of the shares over 

the par value will be charged to share, merger, or contribution 

premium or to other available reserve accounts, including the 

legal reserve for up to 10% of the decrease in share capital; 

3. resolves that this authorization is granted for a period of 

24 months from the date of this Shareholders’ Meeting. 

4. grants full powers to the Executive Board, which may delegate 

such powers to its Chairman and/or to one of its members, with 

the Chairman’s consent, to carry out and record these capital 

decreases, make the necessary amendments to the Bylaws 

if this authorization is used, as well as to handle all related 

disclosures, announcements and formalities; 

5. resolves that this authorization will supersede the unused portion 

of any previous authorization with the same purpose. 


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10th resolution: Delegation of authority to the Executive Board 

to increase share capital by capitalizing reserves, profi ts or issue, 

merger and contribution premiums. 



the Executive Board’s Report, pursuant to Articles L. 225-129, 

L. 225-129-2 and L. 225-130 of the French Commercial Code: 

1. delegates authority to the Executive Board to increase share 

capital, in one or more transactions, in the proportions and at 

the times that it deems fi t, by capitalizing all or part of earnings, 

reserves or share, merger or contribution premiums as permitted 

by law and the Bylaws, by granting bonus shares, increasing the 

par value of existing shares or by a combination thereof; 

2. resolves that the maximum par value amount of shares issued in 

accordance with the Executive Board pursuant to this delegation 

of authority will not exceed €25 million, and this ceiling is distinct 

and separate from the overall ceiling provided for in the 17th 

resolution, and this does not take into account the par value of 

ordinary shares of the Company that may be issued to make 

adjustments to preserve the rights of holders of securities 

convertible, redeemable, exchangeable or otherwise exercisable 

for shares, in accordance with legal and regulatory provisions, 

and, where applicable, relevant contractual provisions; 

3. resolves that this delegation of authority, which supersedes, as 

of this day, the unused portion of the authorization granted by 

the 12th resolution of the Combined Shareholders’ Meeting held 

on May 28, 2009, will be valid for a period of 26 months from the 

date of this Shareholders’ Meeting; 

4. resolves that the Executive Board will have full powers and may 

delegate such powers to its Chairman or one of its members as 

permitted by law and the Bylaws, to implement this delegation 

of authority and, in particular: 

• decide the amount and the nature of the amounts to be 

capitalized, 

• decide the number of shares to be issued and/or the amount by 

which the par value of outstanding shares will be increased, 

• determine the date, which may be retroactive, from which the 

new shares will rank for dividends and/or the date on which the 

increase in the par value will take effect, 

• decide, pursuant to the provisions of Article L. 225-130 of the 

French Commercial Code that the fractional shares will not be 

negotiable or transferable, and that the corresponding shares will 

be sold. The amounts from the sale will be allocated to rights 

holders no later than thirty days after the date on which the whole 

number of shares is registered on their account, 

• offset against one or more available reserve accounts the costs, 

fees and expenses related to the capital increase carried out and, 

where applicable, deduct from one or more available reserve 

accounts the amounts required to bring the legal reserve to onetenth 

of share capital after each capital increase, 


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• establish, as required, the conditions for preserving the rights of 

holders of securities with future rights to shares of the Company, 

in accordance with applicable laws and regulations, and, where 

applicable, relevant contractual provisions, 

• take all steps to ensure the completion of the capital increase, 

• record the capital increase, amend the Bylaws accordingly and 

complete all related actions and formalities, and, in general, do 

all that is necessary. 


to issue shares and/or securities convertible, redeemable, 

exchangeable or otherwise exercisable, immediately or in the future, 

for shares, with preferential subscription rights. 




Special Report, pursuant to Articles L. 225-129 et seq. of the French 

Commercial Code, in particular, Articles L. 225-129-2, L. 225-132 

and L. 228-92 of such Code: 


capital, in one or more transactions, in the proportions and at 

the times that it deems fi t, by issuing ordinary shares and/or 


exercisable, immediately or in the future, for new shares of the 

Company, in France or elsewhere, in euros or foreign currency, 

for cash or in exchange for set-off of certain liquid, due and 

payable debts. It should be noted that the issue of instruments or 


exercisable for preference shares is not allowed; 

2. resolves that the maximum par value amount of immediate or 

future capital increases under this delegation of authority will not 

exceed €25 million; this amount may, however, be increased 

by the par value amount of the capital increase resulting from 

the issue of shares to be carried out where applicable, in 

accordance with applicable laws and regulations, and, where 

applicable, relevant contractual provisions, to preserve the rights 

of holders of securities convertible, redeemable, exchangeable 

or otherwise exercisable for shares; the par value amount of any 

capital increase carried out under this delegation of authority will 

be deducted from the ceiling provided for in the 17th resolution 

of this Shareholders’ Meeting; 

3. resolves that the maximum nominal value amount of issues 

of debt securities convertible, redeemable, exchangeable or 

otherwise exercisable for shares, likely to be carried out pursuant 

to this delegation of authority, will not exceed a nominal amount 

of €100 million, or the equivalent thereof in the case of issues 

in foreign currencies. The nominal amount of issues of debt 


exercisable for shares, likely to be carried out in accordance 

with this delegation of authority will be deducted from the ceiling 

provided for in the 17th resolution of this Shareholders’ Meeting; 



of this day, the authorization granted by the 13rd resolution of 

the Combined Shareholders’ Meeting held on May 28, 2009, 

will be valid for a period of 26 months from the date of this 


5. in the event that the Executive Board makes use of this 

delegation of authority: 

• resolves that the issue(s) will be reserved by preference for 

shareholders exercising their preferential subscription rights to 

subscribe for shares to which they are entitled, as provided for 

by law, 

• grants the Executive Board the possibility to grant shareholders 

the right to purchase shares not subscribed for by other 

shareholders, on a pro-rata basis to their preferential subscription 

rights and up to a maximum of the number of shares requested, 

• resolves that should the subscriptions not be fully subscribed, 

the Executive Board may, in accordance with the law and in the 

order that it deems fi t, make use of the alternatives provided for 

by Article L. 225-134 of the French Commercial Code, and: 

• limit the capital increase to the amount of subscriptions, 

provided that they reach at least three-quarters of the issue 

initially decided, 

• freely distribute all or part of the unsubscribed securities 

among persons it may choose, 

• offer to the public, on French or international markets, all or 

part of the remaining unsubscribed shares; 

• resolves that any warrants issued for shares of the Company 

may be offered either under the above terms or granted without 

consideration to holders of existing shares, 

• records and resolves, if applicable, that this delegation of authority 

automatically entails by law the waiving by shareholders of their 

preferential subscription rights to shares to which securities 

issued pursuant to this resolution entitle their holders, in favor of 

the holders of such securities. 

6. resolves that the Executive Board will have full powers and 

may delegate such powers to its Chairman and/or one of its 

members as permitted by law and the Bylaws, to implement this 

delegation of authority and, in particular: 

• determine the terms and conditions of capital increases and/or 

issues, 

• decide the number of shares and/or securities to be issued, their 

issue price and the amount of any premium that may be payable 

at the time of the issue, 

• determine the dates and conditions of issue, the nature and 

form of the securities to be issued that may be subordinated or 

unsubordinated securities and may or not have a specifi c maturity 

date, and in particular, for issues of debt securities, their interest 

rate, their maturity, their fi xed or variable redemption price, with or 

without a premium and the redemption methods, 



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• decide how shares and/or securities are to be paid for, 

• decide, if applicable, how the rights to existing or future securities 

are to be exercised, including determining the date, which may 

be retroactive, from which the new shares will rank for dividends, 

as well as all the terms and conditions for the issue(s), 

• set the conditions under which the Company may, where 

applicable, purchase or trade securities issued or to be issued 

on the stock exchange, at any time or during specifi c periods, 

• provide for the suspension for up to three months, if necessary, of 

the exercise of rights attached to securities, 





• offset, at its sole discretion, the costs, fees and expenses of the 

capital increases against the amount of the premium related 

thereto, and where applicable, deduct from this amount the 

amounts required to bring the legal reserve to one-tenth of the 

new share capital after each capital increase, 

• set the conditions under which the Company will be able to 

purchase warrants, at any time or during specifi c periods, for 

the purpose of cancelling them, in the event of securities being 

issued with a right to receive shares in exchange for the exercise 

of warrants, 

• generally, enter into all agreements, to ensure the completion 

of the planned transaction(s), take all steps and complete all 

formalities required for the servicing of the securities issued 

under this delegation of authority and for the exercise of the rights 

attached to such securities, formally record the resulting capital 

increases, amend the Bylaws accordingly and generally do all 

that is necessary. 




for shares, without preferential subscription rights and by public 

offering, or in connection with a takeover bid comprising a share 

exchange offer. 


and majority rules for Extraordinary Shareholders’ Meetings, 

having reviewed the Executive Board’s Report and the Statutory 

Auditors’ Special Report, pursuant to Articles L. 225-129 et seq. of 

the French Commercial Code, in particular, Articles L. 225-129-2, 

L. 225-135, L. 225-136 and L. 225-148, as well as Article L. 228-92 

of such Code: 


capital, by a public offering, in one or more transactions, in the 

proportions and at the times that it deems fi t, by issuing ordinary 

shares and/or securities convertible, redeemable, exchangeable 

or otherwise exercisable, immediately or in the future, for new 

shares of the Company, in France or elsewhere, in euros or foreign 


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94 



currency, without preferential subscription rights, for cash or in 

exchange for set-off of certain liquid, due and payable debts, or 

by the contribution to the Company of securities meeting the 

criteria set under Article L. 225-148 of the French Commercial 

Code in connection with a takeover bid comprising a share 

exchange offer launched by the Company. It should be noted 

that the issue of shares or securities convertible, redeemable, 

exchangeable or otherwise exercisable for preference shares is 

not allowed; 

2. resolves that the maximum par value amount of immediate or 

future capital increases under this delegation of authority will not 

exceed €25 million; this amount may, however, be raised by the 

par value amount of the capital increase resulting from the issue 

of shares to be carried out where applicable, in accordance with 

applicable laws and regulations, and, where applicable, relevant 

contractual provisions to preserve the rights of holders of 


exercisable for shares; and this includes if shares are issued as 

payment for securities contributed to the Company in connection 

with a takeover bid comprising a share exchange offer for 

securities meeting the conditions set out in Article L. 225-148 

of the French Commercial Code; the par value amount of any 


be deducted from the ceiling provided for in the 17th resolution 

of this Shareholders’ Meeting; 

3. resolves that the maximum nominal amount of issues of debt 


exercisable for shares, likely to be carried out pursuant to this 

delegation of authority, will not exceed a nominal amount of 

€100 million, or the equivalent thereof in the case of issues 







of this day, the authorization granted by the 14th resolution of 




5. resolves to cancel the shareholders’ preferential subscription 

rights to the shares and securities issued under this delegation of 

authority. It should be noted that the Executive Board may grant 

the shareholders a priority right to subscribe for some or all of the 

shares issued, subject to the time limits and terms and conditions 

that it may establish in accordance with Article L. 225-135 

of French Commercial Code. This priority subscription right will 

not give rise to the allocation of transferable rights, but may be 

exercised for securities to which shareholders hold rights or for 

those for which rights have not been exercised; 

6. records and resolves, if applicable, that this delegation of authority 




the holders of such securities; 


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7. resolves that the amount of consideration received or to be 

received subsequently by the Company for each share issued or 

to be issued within the scope of this delegation of authority will 

be no less than the weighted average of share prices over the 

three trading days preceding the date on which the issue price 

is set, less any discount permitted under applicable laws and 

regulations. The average price may, if necessary, be adjusted 

if there are differences in the dates from which the shares will 

rank for dividends. The issue price of securities convertible, 

redeemable, exchangeable or otherwise exercisable for shares 

will be such that the amount immediately received by the 

Company, plus any future amounts likely to be received by the 

Company for each share issued as a result of the issue of those 

other securities, will be no less than the issue price as set out 

above; 

8. resolves that if the subscriptions have not taken up all the issue, 

the Executive Board may use one or other of the powers below 

(or several of these powers) at its own discretion to: 

• limit the amount of the issue under review to the amount of 

subscriptions, provided that they reach at least three-quarters of 

the issue initially decided, 

• freely distribute all or part of the unsubscribed securities among 

persons it may choose, 

• offer to the public, on French or international markets, all or part 

of the remaining unsubscribed shares; 

9. expressly authorizes the Executive Board to make use of all 

or part of this delegation of authority, to provide consideration 

for securities contributed to the Company in connection with 

a takeover bid comprising a share exchange offer launched by 

the Company for securities issued by any company meeting 

the conditions set out in Article L. 225-148 of the French 

Commercial Code, and within the conditions set forth in this 

resolution (excluding obligations relating to the issue price set in 

paragraph 7 above); 


may delegate such powers to its Chairman and/or to one of 

its members, with the Chairman’s consent, as permitted by law 

and the Bylaws, to implement this delegation of authority and, in 

particular: 


issues, 




• determine the dates and the conditions of issue, the nature and 





without a premium, and the redemption methods, 

• decide how ordinary shares and/or securities are to be paid for, 




e retroactive, from which the new shares will rank for dividends, 

as well as all terms and conditions for the issue(s), 





the exercise of rights to securities, 

• and more specifi cally, in the event of securities being issued to 

provide consideration for securities in connection with a takeover 

bid comprising a share exchange offer launched by the Company: 

• establish the list of securities contributed to the exchange, 

• set the terms and conditions of the issue, the exchange ratio 

and, if necessary, the amount of the balance in cash to be 

paid, 

• determine the term s and conditions of issues in the event of 

either a share exchange offer or a primary takeover bid for 

cash or shares, combined with either a secondary takeover 

bid for cash or shares, or an alternative takeover bid for cash 

or shares, 





• resolves, at its sole discretion, to offset the costs, fees and 

expenses of capital increases against the amount of the premium 

related thereto, and where applicable, deduct from this amount 

the amounts required to bring the legal reserve to one-tenth of 

the new share capital after each capital increase, 







that is necessary. 

13rd resolution: Delegation of authority to the Executive Board 



for shares, without preferential subscription rights in connection 

with an offering referred to in Section II of Article L. 411-2 of the 

French Monetary and Financial Code. 




Special Report, pursuant to Articles L. 225-129 et seq. of the French 

Commercial Code, in particular, Articles L. 225-129-2, L. 225-135, 

L. 225-136, as well as Article L. 228-92 of such Code: 


capital, in connection with an offering referred to in Section II of 

Article L. 411-2 of the French Monetary and Financial Code for 

up to 20% of the Company’s share capital (as of the date of the 

transaction) per 12-month period, in one or more transactions, 

in the proportions and at the times that it deems fi t, by issuing 



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ordinary shares and/or securities convertible, redeemable, 

exchangeable or otherwise exercisable, immediately or in the 

future, for new shares of the Company, without preferential 

subscription rights, in France or elsewhere, in euros or foreign 

currency, for cash or in exchange for set-off of certain liquid, due 

and payable debts. It should be noted that the issue of shares or 


exercisable for preference shares is not allowed; the par value 

amount of any capital increase carried out under this delegation 

of authority will be deducted from the ceiling provided for in the 

17th resolution of this Shareholders’ Meeting; 

2. resolves that the maximum nominal amount of issues of debt 


exercisable for shares, likely to be carried out pursuant to this 

delegation of authority, will not exceed a nominal amount of 

€100 million, or the equivalent thereof in the case of issues 











4. resolves to cancel the shareholders’ preferential subscription 

rights to the shares and securities issued under this delegation 

of authority; 

5. records and resolves, if applicable, that this delegation of authority 




the holders of such securities; 

6. resolves that the amount of consideration received or to be 

received subsequently by the Company for each share issued or 

to be issued within the scope of this delegation of authority will 

be no less than the weighted average of share prices over the 


is set, less any discount permitted under applicable laws and 

regulations. The average price may, if necessary, be adjusted 

if there are differences in the dates from which the shares will 

rank for dividends. The issue price of securities convertible, 


will be such that the amount immediately received by the 

Company, plus any future amounts likely to be received by the 

Company for each share issued as a result of the issue of those 

other securities, will be no less than the issue price as set out 

above; 

7. resolves that if the subscriptions have not taken up all the issue, 

the Executive Board may use one or other of the powers below 

(or several of these powers) at its own discretion: 

• limit the amount of the issue under review to the amount of 

subscriptions, provided that they reach at least three-quarters of 

the issue initially decided, 


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96 



• freely distribute all or part of the unsubscribed securities among 

persons it may choose; 


may delegate such powers to its Chairman and/or to one of 

its members, with the Chairman’s consent, as permitted by law 

and the Bylaws, to implement this delegation of authority and, in 

particular: 


issues, 




• determine the dates and the conditions of issue, the nature and 





without a premium, and the redemption methods, 

• decide how ordinary shares and/or securities are to be paid for, 



be retroactive, from which the new shares will rank for dividends, 

as well as all terms and conditions for the issue(s), 





the exercise of rights to securities, 





• offset, at its sole discretion, the costs, fees and expenses of 

capital increases against the amount of the premium related 

thereto, and where applicable, deduct from this amount the 

amounts required to bring the legal reserve to one-tenth of the 

new share capital after each capital increase, 







that is necessary; 

14th resolution: Authorization to the Executive Board, to set the 

issue price in the event of the issue of shares or securities convertible, 

redeemable, exchangeable or otherwise exercisable, immediately 

or in the future, for shares without preferential subscription rights, 

representing up to 10% of share capital. 


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Special Report, pursuant to Article L. 225-136-1° of the French 


1. exempts the Executive Board, for a period of 26 months from 

the date of this Shareholders’ Meeting, for each of the issues 

approved under the delegations of authority granted by the 12th 

and 13rd resolutions above and for up to 10% of the Company’s 

share capital (as of the date of the transaction) per 12-month 

period, from the provisions of the above-mentioned resolutions 

concerning the setting of the issue price and authorizes the 

Executive Board to set the issue price of ordinary shares and/or 

securities issued that are convertible, redeemable, exchangeable 

or otherwise exercisable, immediately or in the future, for shares, 

as follows: 

a) the issue price of ordinary shares will be no less than the closing 

price of the Company’s shares on the Euronext Paris market on 

the last trading day before it is set, less a possible discount of up 

to 20%, 

b) the issue price of securities convertible, redeemable, 

exchangeable or otherwise exercisable for shares, immediately 

or in the future, will be such that the amount immediately 

received by the Company, plus any future amounts likely to be 

received by the Company for each ordinary share issued as a 

result of the issue of those securities, will be no less than the 

amount in (a) above, 

2. resolves that aggregate increase in the par value amount of 

the Company’s share capital resulting from issues under this 

delegation of authority will be deducted from the €25 million 

ceiling on capital increases set in the 17th resolution of this 

Shareholders’ Meeting. 

The Executive Board may, within the limits that it may have 

previously set, delegate the authority granted by this resolution to 

its Chairman and/or to one of its members, with the Chairman’s 

consent, as permitted by law and the Bylaws. 

This delegation of authority supersedes, as of this day, the 

authorization granted by the 16th resolution of the Combined 

Shareholders’ Meeting held on May 28, 2009. 

15th resolution: Increase in the number of shares, securities or 

other instruments to be issued in the event of a capital increase with 

or without preferential subscription rights for shareholders. 




Special Report, pursuant to Article L. 225-135-1 of the French 


1. authorizes the Executive Board, for a period of 26 months from 

the date of this Shareholders’ Meeting, to increase the number 

of shares, securities or other instruments to be issued in the 

event of an increase in the Company’s share capital with or 

without preferential subscription rights, within the deadlines and 


up to the limits set out by applicable regulations on the day of 

the issue (i.e., within 30 days after the end of the subscription 

and up to a maximum of 15% of the initial issue) and at the same 

price as the price used for the initial issue; 

2. resolves that the par value amount of any capital increase 

carried out under this authorization will be deducted from the 

€25 million ceiling on capital increases set in the 17th resolution 

of this Shareholders’ Meeting. 

This delegation of authority supersedes, as of this day, the 

authorization granted by the 17th resolution of the Combined 

Shareholders’ Meeting held on May 28, 2009 

16th resolution: Delegation of powers to the Executive Board 



for shares, in consideration for contributions in kind granted to the 

Company. 




Special Report, pursuant to Article L. 225-147 paragraph 6 of the 

French Commercial Code: 

1. delegates powers to the Executive Board to issue shares and 


exercisable for Company shares, immediately or in the future, for 

up to 10% of share capital at the time of the issue, in consideration 

for contributions in kind granted to the Company, consisting 

of equity securities or securities convertible, redeemable, 

exchangeable or otherwise exercisable for shares, when the 

provisions of Article L. 225-148 of the French Commercial Code 

do not apply. It should be noted that the par value amount of any 


be deducted from the €25 million ceiling on capital increases set 

in the 17th resolution of this Shareholders’ Meeting; 

2. resolves, if necessary, to cancel shareholders’ preferential 

subscription rights to the shares and/or securities convertible, 


that will be issued under this delegation of authority in favor of 

holders of equity securities or securities convertible, redeemable, 

exchangeable or otherwise exercisable for shares, contributed in 

kind; 

3. records that this delegation of authority automatically entails 

by law that shareholders waive their preferential subscription 

rights to Company shares, for which securities issued under this 

delegation of authority entitle their holders, in favor of holders of 

securities issued that are convertible, redeemable, exchangeable 

or otherwise exercisable for shares under this resolution; 

4. specifi es that, in accordance with the law, the Executive Board is 

to approve the Report of the contribution auditor(s), referred to in 

Article L. 225-147 of the French Commercial Code; 

5. resolves that the Executive Board will have full powers to 

establish the terms, conditions and procedures related to the 

transaction within the limits of applicable law and regulations, 

approve appraisals of the contributions, record their completion 



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and offset all costs, fees and expenses against the premium 

account, the balance of which will be allocated by the Executive 

Board at its discretion or by the Ordinary Shareholders’ Meeting, 

as well as to increase share capital and amend the Bylaws 

accordingly and generally take all necessary measures, enter 

into all agreements, carry out any actions or formalities required 

for the successful completion of the planned issue; 






17th resolution: Overall ceilings on the amount of shares and 

securities issued under the 11th to 16th resolutions. 




Special Report, resolves to set, in addition to the individual ceilings 

specifi ed in the 11th through 16th resolutions, the ceilings on issues 

that may be decided under such resolutions as follows: 

a) The maximum aggregate par value amount of shares issued 

either directly or indirectly upon the exercise of rights attached to 

debt or other instruments, in accordance with the 11th through 

16th resolutions will not exceed €25 million. This amount may 

be increased by the par value amount of the capital increase 

resulting from the issue of shares that may be carried out to 

preserve, in accordance with legal and regulatory provisions, 

and, where applicable, relevant contractual provisions, the rights 

of holders of securities convertible, redeemable, exchangeable 

or otherwise exercisable for shares; however, this ceiling will not 

apply to: 

• capital increases carried out in accordance with the provisions of 

the 20th resolution adopted by the Shareholders’ Meeting held 

on May 28, 2009, 

• capital increases resulting from shares subscribed by employees 

or corporate offi cers of the Company or its affi liates, in accordance 

with the 20th resolution adopted by the Shareholders’ Meeting 

held on May 14, 2008, 


the 18th resolution adopted by this Shareholders’ Meeting, 


the 21st resolution adopted by the Shareholders’ Meeting held 

on May 28, 2009; 

b) The maximum aggregate nominal amount of issues of debt 

securities that may be decided, in accordance with the 11th 

through 16th resolutions, is €100 million. 


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to increase capital by issuing shares and/or securities convertible, 

redeemable, exchangeable or otherwise exercisable, immediately 

or in the future, for shares reserved for members of a company 





Special Report, pursuant to Articles L. 225-129 et seq. and 

L. 225-138-1 of the French Commercial Code, and Articles 

L. 3332-18 et seq. of the French Labor Code: 

1. delegates authority to the Executive Board to increase the 

Company’s share capital for up to aggregate par value amount 

of €100,000, in one or more transactions, by issuing new shares 

for cash reserved for the employees of the Company or its 

affi liates, within the meaning of Article L. 225-180 of the French 

Commercial Code and Article L. 3344-1 of the French Labor 

Code, subscribing to such shares either directly or through 

the intermediary of one or more company investment funds, 

provided that such employees are members of a company 

savings plan. It should be noted that this ceiling is distinct and 

separate from the ceiling provided for in the 17th resolution; 

2 authorizes the Executive Board to grant bonus shares, as part of 

these capital increases, with the understanding that the benefi t 

resulting from the granting of bonus shares for the additional 

contribution and/or discount will not exceed the limits provided 

for under Article L. 3332-21 of the French Labor Code; 

3. resolves to cancel shareholders’ preferential rights to subscribe 

for new shares concerned in favor of these employees, as well 

as to waive all rights to shares that may be granted as bonus 

shares pursuant to this resolution; 

4. resolves that the subscription price of shares issued under 

this delegation of authority will be set by the Executive Board 


in accordance with the provisions of Article L. 3332-19 of the 

French Labor Code; 

5. grants full powers to the Executive Board, which may delegate 

such powers as provided for by law, to establish the conditions 

and procedures for implementing capital increases decided 

pursuant to this resolution, and in particular: 

• determine the companies whose employees will be entitled to 

subscribe for shares, 

• decide the number of new shares to be issued and the date from 

which they will rank for dividends, 

• set the terms and conditions of new share issues, in compliance 

with the law, and the period of time given to employees to 

exercise their rights, 

• decide the time period and procedure for paying for new shares. 

This time period will not exceed three years, 

• offset the cost of the capital increase(s) against the amount of the 

corresponding premiums, 

• record the completion of capital increase(s) of up to the amount 

of shares subscribed and amend the Bylaws accordingly, 

• carry out all transactions and formalities required to complete the 

capital increase(s). 

This delegation of authority, which supersedes, as of this day, 

the authorization granted by the 20th resolution of the Combined 

Shareholders’ Meeting held on May 28, 2009, will be valid for a 

period of 26 months from the date of this Shareholders’ Meeting. 

19th resolution: Powers to carry out formalities. 

The Shareholders’ Meeting grants full powers to the Chairman of 

the Executive Board or his representatives, and bearers of these 

minutes or of a copy or extract thereof, for the purpose of all 

necessary fi lings, registrations and formalities. 

6.4 Executive Board report on the presentation 

of resolutions to be submitted to the Annual 

Shareholders’ Meeting 

The shareholders are invited to an Ordinary and Extraordinary 

Shareholders’ Meeting on May 6, 2010, for the approval of 19 

resolutions. Some of these resolutions are to be voted on at the 

Ordinary Shareholders’ Meeting, and some will be put to the 

Extraordinary Shareholders’ Meeting. 

We request, among the ordinary resolutions, your approval of the 

Company and consolidated fi nancial statements for the year ended 

December 31, 2009, in light of the report of the Executive Board, 

the observations of the Supervisory Board and the report of the 

Statutory Auditors on the Company and consolidated fi nancial 

statements, of the payment of a dividend of €1.43 per share 

payable in Company shares, and of the Statutory Auditors’ report 

on regulated agreements (resolutions 1-5). 

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We also propose, among the ordinary resolutions, to appoint a 

new member of the Supervisory Board (Fabrice de Gaudemar) (6th 

resolution). 

In addition, we submit for your authorisation a Company share 

buyback programme (7th resolution). The details of this programme 

are set out in the Registration Document placed at your disposal. 

Furthermore, we wish to remind you that a report on trends in 

Company business during the course of 2009 and since the start of 

2010 is provided in the Registration Document. 


The extraordinary resolutions propose: 

• to change the Company’s name to “ANF Immobilier”, and 

consequent amendment of the Articles of Association (8th 

resolution); 

• to renew the authorisation given to the Executive Board to 

reduce the share capital by cancelling shares bought in the share 

buyback programmes, in one or more transactions, up to a limit 

of 10% per 24-month period (9th resolution); 

• to renew the Executive Board’s authorisations, delegations of 

authority and delegation of powers, notably in relation to the issue 

of shares and/or securities giving rights to shares: 

• the authorisation to increase the share capital by capitalising 

reserves, earnings or share, merger or contribution premiums, 

taking the maximum nominal amount of the increases in 

capital to €25 million; in particular, this authorisation will enable 

the Executive Board to grant bonus allocations of shares to 

shareholders (10th resolution), 

• the authorisation to increase the share capital by issuing, with 

pre-emptive subscription rights, shares and securities giving 

immediate or future rights to shares in the Company (11th 

resolution). 

The maximum value of shares that may be issued directly or on 

presentation of debt instruments is €25 million, 

The maximum value of securities that may be issued in relation 

to debt instruments is €100 million; 

• the authorisation to increase the share capital through the 

issue of shares and/or securities conferring immediate and/ 

or future rights to Company shares, without pre-emptive 

subscription rights by shareholders, but with a public offer, or 

for the purpose of remunerating securities that may have been 

contributed to the Company in the framework of a public offer 

with an exchange component (12th resolution). 

The maximum value of shares that may be issued directly or on 

presentation of debt instruments is €25 million. 


to debt instruments is €100 million. 

The amount of consideration owed or which may be owed 

subsequently to the Company for each share issued or to be 

issued, within the framework of this delegation, will be at least 

equal to the weighted average of the opening price over the 


is set, less any tax relief provided by current legislation and 

regulations. This average will be corrected, where necessary, if 

there are different due dates. The issue price of equity securities 

giving rights to shares in the Company would be such that the 

sum received immediately by the Company, and, if applicable, 

any future proceeds likely to be received by it for each share 

issued as a result of the issue of the other securities, would be 

no less than the said issue price (this only applies in the context 

of a public offer with an exchange component). 



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On the basis of this information, the Executive Board will set 

the issue price of the shares issued in the best interest of the 

Company and its shareholders, taking into account all relevant 

issues. 

If necessary, shares issued will be placed according to relevant 

market practices on the issue date. 

These last two authorisations give the Executive Board some 

fl exibility, if required or if the opportunity arises, to carry out 

immediate or deferred capital increases (through the issue of 

any type of security permitted in law, such as shares, bonds, 

convertible bonds, warrants, etc.) without having to call a 

Shareholders’ Meeting, 

• the authorisation to increase the share capital, within the 

context of an offer pursuant to Article L. 411-2 II of the French 

Monetary and Financial Code (“private placement”) and up to 

a limit of 20% of the Company’s capital on the date of the 

transaction, in each 12-month period, without pre-emptive 

subscription rights, through the issue of ordinary shares and/ 

or securities giving immediate and/or future rights to a portion 

of the Company’s capital (13th resolution). 


to debt instruments is €100 million. 

The amount of consideration owed or which may be owed 

subsequently to the Company for each share issued or to be 

issued, within the framework of this delegation, will be at least 

equal to the weighted average of the opening price over the 


is set, less any tax relief provided by current legislation and 

regulations. This average will be corrected, where necessary, if 

there are different due dates. The issue price of equity securities 

giving rights to shares in the Company would be such that the 

sum received immediately by the Company and, if applicable, 

any future proceeds likely to be received by it for each share 

issued as a result of the issue of the other securities, would be 

no less than the said issue price. 

On the basis of this information, the Executive Board will set 

the issue price of the shares issued in the best interest of the 

Company and its shareholders, taking into account all relevant 

issues. 

If necessary, shares issued will be placed according to relevant 

market practices on the issue date. 

This authorisation gives the Executive Board the option, if 

appropriate, to carry out a private placement to generate, 

quickly and fl exibly, the funds necessary to fi nance the 

Company’s growth, 

• the authorisation, in the case of a capital increase, to set the 

price of shares or securities giving immediate and/or future 

rights to shares, without pre-emptive subscription rights, up to 

a limit of 10% of the share capital (14th resolution), 

• the authorisation to increase the number of shares, instruments 

or securities to be issued in the case of an increase in the 


99 


100 



Company’s capital with or without pre-emptive subscription 

rights, within the deadlines and up to the limits provided by 

applicable regulations on the date of issue (or on the date 

hereof within thirty days of the closing of subscription and up 

to a limit of 15% of the initial issue) and at the same price as 

the initial issue (15th resolution), 

• the authorisation to issue shares and/or securities as 

consideration for capital contributions in kind to the Company 

(16th resolution). 

• to set the overall limit for capital increases carried out under 

the delegation of powers granted to the Executive Board (17th 

resolution); 

6.5 Supervisory Board observations on the Executive 

Board’s report 


A French corporation (limited company) with Executive and Supervisory Boards 

with share capital of €26,070,846 

32 Rue de Monceau, 75008 Paris 

Paris Trade and Companies Registry No. 568 801 377 

Supervisory Board observations presented to the Ordinary and Extraordinary Shareholders’ 

Meeting of May 6, 2010 

Dear Shareholders, 

In view of Article L. 225-68 of the French Commercial Code, the Supervisory Board considers that there are no observations to be made either 

on the Executive Board report or on the fi nancial statements for the fi scal year ended December 31, 2009, and it encourages the Shareholders’ 

Meeting to adopt all the resolutions proposed to it by the Executive Board. 

6.6 Special Executive Board report on stock options 

granted to corporate offi cers and employees 


A French corporation (limited company) with Executive and Supervisory Boards 


32 Rue de Monceau, 75008 Paris 


Special Executive Board report on stock options 

Fiscal year ended December 31, 2009 

Pursuant to the provisions of Article L. 225-184 of the French Commercial Code, your Executive Board provides you with information in its 

special report on the transactions carried out pursuant to the provisions of Articles L. 225-177 to L. 225-186 of the French Commercial Code 

regarding stock options. 


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Contents 

• to renew the authorisation given to the Executive Board to 

increase the Company’s capital by issuing shares and/or 

securities reserved for members of a Company Savings Plan 

pursuant to Articles L. 225-129 et seq. and Articles L. 225-138-1 

of the French Commercial Code and Articles L. 3332-18 et seq. 

of the Labour Code for a maximum nominal amount of €100,000. 

The subscription price for shares issued in application of this 

authorisation will be set by the Executive Board in accordance 

with the provisions of Article L. 3332-19 of the Labour Code. The 

Company is required by law to submit this authorisation for the 

approval of the Shareholders’ Meeting (18th resolution). 




During the year ended on December 31, 2009, acting pursuant to the authorisation granted by the Ordinary and Extraordinary General Meeting 

of May 14, 2008, in its 20th resolution, and to the Supervisory Board’s decision of December 3, 2009, the Executive Board, in its meeting on 

December 14, 2009, made an allocation of stock options, the main features of which are set out in the table below: 

2009 plan 

Date of the Extraordinary Shareholders’ Meeting May 14, 2008 

Date of the Executive Board’s decision December 14, 2009 

Total number of options allocated 158,500 

Options allocated to corporate offi cers 

Corporate offi cers: 

131,000 

Bruno Keller 80,000 

Xavier de Lacoste Lareymondie 38,500 

Brigitte Perinetti 4,000 

Ghislaine Seguin 8,500 

Top 10 recipients who are non-corporate offi cer employees 25,500 

Exercise date of options The options may be exercised once vested 

Date of expiry December 14, 2019 

Purchase price €31.96 (1) 

Terms of exercise Vesting of options by tranche (2) : 

• the fi rst third of options will be vested after a period of two years, 

i.e. December 14, 2011; 

• the second third of options will be vested after a period of three years, 


• the last third of options will be vested after a period of four years, 

i.e. December 14, 2013. 

Number and price of shares purchased 

on December 31, 2008 

Corporate offi cers - 

Top 10 recipients who are non-corporate offi cer employees - 

Total number of stock options cancelled or forfeited - 

Total number of stock options still to be exercised 158,500 

- 

(1) This price being the average of the prices quoted for ANF shares in the 20 stock exchange sessions held between November 16, 2009 and December 11, 2009 

and preceding the date of the Executive Board meeting to decide on the allocation of stock options. 

(2) Please note that where beneficiaries of stock options do not have four years’ service on the expiry date of one of the vesting periods referred to above, the options 

corresponding to such period will be subject to a vesting period until such time as said beneficiary has four years’ service with the Company. 

STOCK OPTION INFORMATION 

Stock options granted to each corporate offi cer 

and options exercised by corporate offi cers 

Options granted during the fi scal year to each 

corporate offi cer by ANF and by any Group company 

(list of names) 

Options exercised during the fi scal year 

by each corporate offi cer (list of names) 

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Number of options 

allocated/shares 

subscribed for 

or purchased Price Maturity date Plan 

Bruno Keller: 80,000 

Xavier de Lacoste 

Lareymondie: 38,500 

Brigitte Perinetti: 4,000 

Ghislaine Seguin: 8,500 

31,96€ December 14, 2019 December 14, 2009 

- - - - 

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Options granted to the top ten Company 

employees who are not offi cers and who 

have been allocated options and the options 

exercised by them 

Options granted during the fi scal year, by ANF 

and by any company included in the scope of attribution 

of the options, to the top ten employees of the issuer 

and of any company included in the scope, of which 

the number of options granted is the highest 

(overall information) 

Options held against the issuer and the companies 

mentioned above, exercised, during the fi scal year, 

by the issuer’s top ten employees and employees 

of the aforementioned companies, the number of 

options thus purchased or subscribed being the highest 

(overall information) 


Number of options 

allocated/shares 

subscribed for 

or purchased Weighted average price Plan 

25,500 31,96€ December 14, 2009 

- - - 

6.7 Internal Control Report from the Chairman 

of the Supervisory Board 


A French corporation (limited company) with Executive and 

Supervisory Boards 


32 rue de Monceau, 75008 Paris 


Report from the Chairman of the Supervisory 

Board prepared in line with Article L. 225-68 

of the French Commercial Code 

Pursuant to legal requirements, the Chairman of the Supervisory 

Board includes in this report: 

• the composition and conditions of preparation and organisation 

of the work of the Supervisory Board; 

• internal control and risk management procedures implemented 

by the Company; 

• the principles applied by the Company in terms of corporate 

governance; 

• special procedures relating to shareholders’ participation in 

Shareholders’ Meetings; 

• principles and rules ordered by the Supervisory Board to 

determine compensation and benefi ts of any kind given to 

corporate offi cers, as well as the publication of the information 

referred to in Article L. 225-100-3 of the French Commercial 

Code. 

The internal control mechanism has been set up to cover the fi ve 

major components listed below in order to ensure their effective 

implementation: 

• appropriate organisation; 

• internal distribution of pertinent and reliable information; 

• a system for tracking, analysing and managing risks; 

• monitoring procedures; 

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• constant surveillance of procedures. 

Contents 

This internal control mechanism makes it possible: 

• on the one hand, to ensure that the acts of management and 

transactions implemented, as well as employees’ behaviour, 

are in line with the Company’s business model as dictated by 

corporate management bodies, applicable laws and regulations 

and internal Company values, standards and operating rules; 

• on the other, to verify that the accounting, fi nancial and 

management information received by the corporate management 

bodies refl ects accurately and fairly the Company’s business 

operations and current position. 

One of the objectives of the internal control system is to prevent 

and manage risks resulting from the Company’s business activities 

and the risk of error or fraud, particularly in accounting and fi nancial 

matters. Like any control system, it cannot, however, absolutely 

guarantee that such risks have been entirely eliminated. 

Risk analysis is, moreover, developed further in the Annual Report to 

be presented to the Shareholders’ Meeting. 

This report was prepared in line with current internal procedures and 

further to an analysis of the various relevant departments. It was 

also based on the framework established by the Financial Markets 

Authority on February 25, 2008. It was reviewed by the Audit 

Committee on March 15, 2010 and approved by the Supervisory 

Board at its meeting on March 19, 2010. 

As decided by the Supervisory Board at its meeting of December 9, 

2008 and made public by a press release dated December 12, 

2008, the Company refers to the AFEP/MEDEF Corporate 

Governance Code of December 2008 available on the MEDEF 


website (www.medef.fr) (“Code de gouvernement d’entreprise”). 

The Corporate Governance Code comprises the AFEP/MEDEF 

report of October 2003 on corporate governance for listed 

companies, as well as recommendations on the compensation of 

executive directors of January 2007 and October 2008. 

Pursuant to the provisions of paragraph 8 of Article L. 225-68 of 

the French Commercial Code, this report specifi es the provisions 

of the Corporate Governance Code that have been waived and the 

reasons for such waiver. 

Composition, conditions of preparation and 

organisation of the work of the Supervisory Board 

The composition and conditions of preparation and organisation of 

the work of the Supervisory Board are governed by the legislation 

and regulations applicable to limited companies with an Executive 

Board and a Supervisory Board, the Company’s Articles of 

Association and the Supervisory Board’s internal rules of procedure 

(the “Internal Rules of Procedure”). 

COMPOSITION OF THE SUPERVISORY BOARD 

The Supervisory Board consists of a minimum of three (3) members 

and a maximum of eighteen (18) members, subject to the derogation 

provided by law in the event of a merger. 

The members of the Supervisory Board are appointed by the 

Ordinary Shareholders’ Meeting; however, the Supervisory Board 

may co-opt replacement members in the event that one or more 

positions become vacant. A replacement member is co-opted for 

the remaining period of his predecessor’s appointment, subject to 

ratifi cation by the next Shareholders’ Meeting. 

The number of members of the Supervisory Board aged over 

seventy (70) cannot exceed one third of the number of sitting 

Composition of the Supervisory Board on the date of this report 



members of the Supervisory Board. Where that proportion is 

exceeded, the oldest member of the Supervisory Board, with the 

exception of the Chairman, ceases his duties at the end of the next 

Ordinary Shareholders’ Meeting. 

Throughout their term of offi ce, each member of the Supervisory 

Board must own at least two hundred and fi fty (250) shares. 

The Corporate Governance Code recommends that directors’ 

terms in offi ce do not exceed four (4) years, and that these terms 

are staggered over time. For historical reasons, members of ANF’s 

Supervisory Board are appointed, as laid down in the Articles of 

Association, for a term of six (6) years, the legal maximum. They 

may stand for re-election. The duties of members of the Supervisory 

Board end following the Shareholders’ Meeting to approve the 

fi nancial statements for the year just ended, held in the year during 

which the term of offi ce expires. The Supervisory Board does not 

believe that it is necessary to change the length of terms in offi ce 

or the way they are staggered, as the current system is functioning 

effi ciently. As a result, it was not deemed necessary to propose 

any changes in this regard to the Articles of Association at the next 


Article 8.2 of the Corporate Governance Code recommends that 

the proportion of independent Directors should be at least one third 

in companies with controlling shareholders and at least one half in 

others. 

On the date of this report, out of the thirteen members comprising 

the Supervisory Board, fi ve are independent members. The latter 

represent at least one third of the composition of the Supervisory 

Board, pursuant to the recommendations of the Corporate 

Governance Code. 

Date of appointment 

to the Supervisory Year of expiry of 

Name Age 

Board term of offi ce 


Chairman 

69 years old 05/04/2005 2011 

Patrick Sayer 

Vice-Chairman 

52 years old 05/04/2005 2011 

Delphine Abellard 46 years old 05/04/2005 2011 

Philippe Audouin 53 years old 05/04/2005 2011 

Sébastien Bazin* 48 years old 05/04/2005 2011 

Bruno Bonnell* 51 years old 05/14/2008 2014 

Jean-Luc Bret 63 years old 05/04/2005 2011 

Éric Le Gentil* 49 years old 11/17/2008 2014 

Alain Lemaire* 60 years old 05/14/2008 2014 

Philippe Monnier* 67 years old 05/04/2005 2011 

Jean-Pierre Richardson 71 years old 05/14/2008 2014 

Henri Saint Olive 66 years old 05/04/2005 2011 

Théodore Zarifi 59 years old 05/04/2005 2011 

*Independent member. 

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104 



The Shareholders’ Meeting of May 14, 2008, appointed Messrs. 

Bruno Bonnell, Alain Lemaire, Alban Liss and Jean-Pierre Richardson 

as members of the Supervisory Board, for a period of six years 

that will expire at the Shareholders’ Meeting called to approve the 

fi nancial statements for the year ending on December 31, 2013. 

Mr Éric Le Gentil was co-opted by the members of the Supervisory 

Board on November 17, 2008 following the resignation of Mr Alban 

Liss on September 15, 2008. 

DEFINITION OF INDEPENDENT MEMBERS 

Pursuant to the provisions of the Internal Rules of Procedure, a 

member of the Supervisory Board is, a priori, considered to be 

independent when, directly or indirectly, he has no relationship 

whatsoever with the Company, its Group or its management, that 

may affect or compromise his freedom of judgement. 

Any member of the Supervisory Board is, a priori, considered to be 

an independent member if he: 

1. is not, and has not been during the course of the last fi ve fi scal 

years, an employee or corporate offi cer of the Company, its 

parent company or a company that it consolidates; 

2. is not, and has not been during the course of the last fi ve fi scal 

years, the corporate offi cer of a company in which the Company, 

or one of its employees, designated for this purpose, holds or 

has held the offi ce of director; 

3. is not, and has not been during the last fi ve fi scal years, a 

Statutory Auditor of the Company or of one of its subsidiaries; 

4. is not, directly or indirectly, a material client, supplier, investment 

or corporate banker of the Company or its subsidiaries; 

5. has no close family links with any of the Company’s corporate 

offi cers; 

6. has not been a member of the Company’s Supervisory Board for 

over twelve years. 

Please note that at its meeting on March 25, 2009, the Supervisory 

Board reviewed the independence criteria in its Internal Rules of 

Procedure and decided to incorporate the criteria set out in the 

Corporate Governance Code, according to which, in order to be 

termed as independent, the member in question must not be, and 

must not have been during the course of the last fi ve fi scal years, a 

corporate offi cer or employee of its parent company (fi rst criterion 

referred to above), nor have been a member of the Company’s 

Supervisory Board for over twelve years (sixth criterion referred to 

above). 

As recommended by the Corporate Governance Code and 

provided by the Internal Rules of Procedure, the Supervisory Board 

may believe that one of its members who meets these criteria must 

not be termed as independent due to a particular situation, or 

conversely, that one of its members who does not meet all these 

criteria, must be termed as being independent. 

ORGANISATION AND PREPARATION OF THE WORK 

OF THE SUPERVISORY BOARD 

The Supervisory Board monitors the Executive Board’s management 

of the Company on an ongoing basis. 

The Supervisory Board’s Internal Rules of Procedure determine how 

it operates and, more particularly, address the issue of membership 


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of the Board, independence criteria, meetings, communications to 

the Board, prior authorisations of the Board for certain transactions, 

the creation of Committees, compensation of the members of the 

Board and ethics. 

Throughout the year, the Supervisory Board performs checks and 

verifi cations as it sees fi t, and may require the Executive Board to 

provide any and all documents that it considers useful to accomplish 

its duties. 

At least once a quarter, the Executive Board presents a report to 

the Supervisory Board outlining the main acts or deeds of Company 

management, providing the Supervisory Board with all necessary 

information on trends in Company business, and quarterly and halfyearly 

fi nancial statements. 

At the end of each half-year, and within the regulatory time frame, 

the Executive Board submits the fi nancial statements to the 

Supervisory Board for review and control. 

The Supervisory Board presents its comments on the Executive 

Board’s report and on the annual company and annual fi nancial 

statements to the Shareholders’ Meeting. 

This supervisory role may not under any circumstances give rise 

to acts of management being effected directly or indirectly by the 

Supervisory Board or its members. 

The Supervisory Board appoints and may dismiss members of 

the Executive Board, under the conditions provided by law and 

Article 17 of ANF’s Articles of Association. 

The Supervisory Board draws up draft resolutions to be submitted to 

Shareholders’ Meetings for the appointment of Statutory Auditors, 

as prescribed by law. 

The Supervisory Board meets as often as the Company requires and 

at least once a quarter. It met 5 times in 2009, with an attendance 

rate of 86%. 

During the course of the year, the Supervisory Board, in particular, 

dealt with the following issues: 

• meeting of March 25, 2009: Executive Board’s report on 

management and business, review of the 2008 company and 

consolidated fi nancial statements, property valuations as of 

December 31, 2008, preparation for the Shareholders’ Meeting 

and compilation of draft resolutions, prior authorisation of 

mortgage creations, asset disposals and acquisition plans; 

• meeting of June 25, 2009: Executive Board report on business 

in Lyons and Marseilles, fi nancial communication and marketing 

of securities, review of the fi nancial statements for the 1st quarter 

of 2009; 

• meeting of August 27, 2009: Executive Board report on business 

in Lyons and Marseilles, focus on fi nancing and fi nancial 

forecasting, expert valuations as at June 30, 2009, inspection of 

the fi nancial statements as of June 30, 2009; 

• meeting of October 29, 2009: Executive Board report on business 

in Lyons and Marseilles, focus on fi nancing, disposals plan (asset 

disposal strategy); 

• meeting of December 3, 2009: Executive Board report on 

business in Lyons and Marseilles, report from the Compensation 

and Appointments Committee. 


The Statutory Auditors were duly invited and took part in all 

Supervisory Board meetings. 

Specialist Committees acting on behalf of the Supervisory Board 

were duly referred issues falling within their fi elds of competence 

and the Supervisory Board followed their recommendations. 

Information and documents required by members of the Supervisory 

Board and Specialist Committees in order to perform their duties 

were provided with the greatest diligence and transparency by the 

Executive Board. 

EVALUATION OF THE OPERATION OF THE SUPERVISORY BOARD 

In 2009, the Supervisory Board set up, pursuant to the 

recommendations of the Corporate Governance Code, a mechanism 

for assessing its operation. Each director was asked to complete 

a questionnaire evaluating the operation of the Supervisory Board 

and their suggestions for improving it. The subjects covered by the 

questionnaire included the governance of the Company, the quality, 

clarity and exhaustiveness of the information communicated to the 

Board and the improvements that could be made to enhance its 

work. The responses to the questionnaire were discussed at the 

Supervisory Board meeting of March 19, 2010. 

SUPERVISORY BOARD COMMITTEES 

The Corporate Governance Code recommends: 

• inspection of the fi nancial statements; 

• monitoring of internal audits; 

• selection of Statutory Auditors; 

• compensation policy; and 

• appointments of directors and executive corporate offi cers, 

subject to preparatory work by a Supervisory Board Specialist 

Committee. 

The Supervisory Board created, in application of paragraph 6 

of Article 14 of the Company’s Articles of Association, its own 

Audit Committee, Properties Committee and a Compensation 

and Appointments Committee which, each within its own fi eld of 

competence, is responsible for dealing with the issues covered by 

the Corporate Governance Code. 

The Supervisory Board decides on the composition and remit 

of such Committees, which act under its authority. These three 

Specialist Committees are permanent committees. Their particular 

missions and operating rules are laid down in charters. 

Each Committee has between three and seven members appointed 

in their own names, who cannot delegate representatives. They are 

appointed at the Supervisory Board’s discretion, thereby ensuring 

that they include independent Board members. 

Committee members’ terms of offi ce correspond to their terms as 

Supervisory Board members; however, the Supervisory Board may, 

at any time, change the composition of the Committees, thereby 

ending the term of any Committee member. 



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The Corporate Governance Code recommends that the different 

Supervisory Board Committees should contain a certain percentage 

of independent members i.e.: 

• two thirds for the Audit Committee (Article 14.1); 

Contents 

• a majority for the Compensation and Appointments Committee 

(Article 16.1). 

Within ANF, Specialist Committees acting on behalf of the 

Supervisory Board all comprise members deemed independent 

according to the criteria listed above, their number conforming to 

Corporate Governance Code recommendations, with the exception 

of the Audit Committee which has no independent members. 

Due to the quality of the work produced by the Audit Committee 

and the competence and specialist knowledge of its members, the 

Supervisory Board does not believe there to be any justifi cation for 

changing the composition of the Committee since it enables the 

said Committee to operate effectively. 

Each Committee issues proposals, recommendations and opinions 

within its fi eld of competence. For this purpose, it may conduct, 

or instruct to be conducted, any and all studies likely to clarify the 

deliberations of the Supervisory Board. 

The Audit Committee 

The Audit Committee comprises three members of the Supervisory 

Board: Messrs Philippe Audouin (Chairman), Théodore Zarifi and 

Henri Saint Olive. This Committee does not include any independent 

members as the Corporate Governance Code recommends. It was 

not deemed necessary to appoint any independent members as 

the three members have the accounting and fi nance expertise they 

need to accomplish their Committee duties. 

The Audit Committee reviews the Company’s annual, half-yearly 

and quarterly fi nancial statements before submitting them to the 


In addition, the Audit Committee: 

• is involved in the selection of the Statutory Auditors of the 

Company and of the companies that it directly or indirectly 

controls. It verifi es their independence, examines and confi rms, 

in their presence, their specifi c tasks, the results of their reviews, 

their recommendations and the resulting consequences; 


Company, as well as any diffi culties arising from the correct 

application of these principles, and it examines any proposed 

change of accounting benchmarks or methods; 







• is informed of internal control procedures and internal audit 

programmes whenever necessary; 


105 


106 



• is presented, in each six-month period, by the Executive Board, 

with an analysis of the risks to which the Company is exposed. 

Its members met four times in 2009, with an attendance rate of 

100%. The main subjects addressed were as follows: 

• meeting of March 18, 2009: focus on 2008 property valuations, 

cash fl ow position and banking covenants, 2008 fi nancial 

statements, review of off-balance sheet commitments, internal 

audit programme, June 2009 closure process, draft report from 

the Chairman of the Supervisory Board on internal control, other 

business; 

• meeting of June 22, 2009: results for the 1st quarter of 2009, 

focus on internal control, focus on implementation of IT tools; 

• meeting of August 24, 2009: review of property valuations as of 

June 30, 2009, half-yearly results for 2009, cash fl ow position 

and banking covenants, preventive measures for companies in 

diffi culty, focus on IT project developments, other business; 

• meeting of December 1, 2009: fi nancial statements as of 

September 30, 2009: income forecasts as of December 31, 

2009, focus on cash fl ow and banking covenants, IT project 

progress, 2010 budget, client risk. 

Compensation and Appointments Committee 

This Committee comprises three members of the Supervisory 

Board: Messrs. Patrick Sayer (Chairman), Sébastien Bazin (1) and 

Philippe Monnier (1) . 

(1) Independent member. 

The Compensation and Appointments Committee has the following 

duties and responsibilities: 

• to submit proposals to the Supervisory Board as to the 


of the Executive Board, the amount of attendance fees to be 

proposed to the Shareholders’ Meeting, and the allocation of 

Company stock option plans and bonus shares to members of 

the Executive Board; 

• to submit recommendations for appointing, removing and 



and compensation of the key executive managers of the 

Company. 

The Compensation and Appointments Committee met twice in 

2009, on March 20 and November 30, with a 100% attendance 

rate. During these meetings, the Compensation and Appointments 

Committee ruled on compensation for members of the Executive 

Board and the allocation of stock options to members of the 

Executive Board and Company employees. 

Properties Committee 

The Properties Committee comprises four members of the 

Supervisory Board: Messrs. Patrick Sayer (Chairman), Sébastien 

Bazin (1) . Jean-Luc Bret and Philippe Monnier (2) . 


and all contemplated transactions, corporate acts or proposals to 

the Shareholders’ Meeting that are submitted to it by the Chairman 

of the Supervisory Board and require prior authorisation from the 





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Contents 

The Properties Committee met once in 2009, on December 17, with 

a 100% attendance rate. At this meeting, the Properties Committee 

reviewed and approved the acquisition opportunities in which the 

Company is interested. 

Internal control and risk management procedures 

implemented by the Company 

The internal control procedures applied at ANF have two main 

objectives: 

• to ensure compliance of all operations and behaviours with 

the guidelines defi ned by the Supervisory Board and Executive 

Board, with applicable laws and regulations and with Company 

rules; 

• the fairness and accuracy of accounting, fi nancial and 

management information received by corporate bodies, 

the shareholders and the general public, with regard to the 

Company’s business activities and its current situation. 

Internal control procedures are also intended to reduce and, where 

possible, prevent and manage the risks faced by the Company in 

the course of its business, and the risk of error or fraud, particularly 

in the areas of fi nance and accounting. 

In 2009, the Company created a quantitative and qualitative map 

of the different risks to which it is exposed. This analysis consisted 

of identifying specifi c situations, which were rated in terms of 

probability of occurrence and level of signifi cance. These ratings 

were used to assess all the situations identifi ed, on a scale from 

“moderate” to “severe”. 

A distinction must be made between internal control procedures 

applied to asset acquisitions and disposals and debt, on the one 

hand, and those applied to Company operations, on the other. 

CONTROL PROCEDURES APPLIED TO ACQUISITIONS, DISPOSALS 

AND INVESTMENTS OF EXISTING ASSETS, AS WELL AS TO DEBT 

At Supervisory Board level 

According to law, property disposals are, by nature, subject to prior 

authorisation from the Supervisory Board, as are total or partial 

disposals of equity holdings, and granting or arranging guarantees, 

bonds, or any type of security. 

In addition, the Articles of Association require the Supervisory 

Board’s prior authorisation for the following transactions: 

• taking or increasing any equity stakes in any organisation or 

company, as well as the disposal of such holdings, entailing 

Company investment in excess of €20 million; 

• any loan agreement, where the total amount, in one or more 

instalments, exceeds €20 million. 

The following criteria are taken into account when calculating the 

€20 million ceiling: 

• the Company’s actual investment such as it is appears in the 

fi nancial statements, whether in the form of capital or similar 

instruments, or loans to shareholders or similar instruments; 


• liabilities or similar instruments where the Company gives a 

specifi c guarantee or bond for such fi nancing. Other loans 

taken out by subsidiaries or participating interests, or by an ad 

hoc acquisition company and for which the Company has not 

provided a specifi c guarantee or security, are not taken into 

account when calculating the aforementioned ceiling. 

At its meeting on March 25, 2009, the Supervisory Board decided 

to renew, for a period of one year, the authorisation given to the 

Executive Board by the Supervisory Board on March 27, 2008, for 

the purpose of: 

• providing sureties of up to €75 million and for a maximum of 

€75 million per transaction; 

• acting as guarantor and providing endorsements and guarantees 

of up to €75 million. 

At Properties Committee level 


contemplated transaction, act or proposal to the Shareholders’ 

Meeting, as submitted to it by the Chairman of the Supervisory 

Board. The Properties Committee ruled on acquisition opportunities 

in 2009. 

At the level of departments responsible for internal control 

The Accounting department is in charge of preparing the fi nancial 

statements. It also ensures compliance with internal procedures 

related to expenditure. 

The Finance department is in charge of making payments, in 

particular, to put investment decisions into practice, investing 

available cash and following up such short-term investments. 

The legal teams assist the Executive Board in reviewing and 

monitoring operations. One member of the Executive Board is 

responsible for coordinating relations between the Executive Board, 

the legal teams and the various Company departments. 

The interaction between these various Departments is described in 

the paragraph below on quality control of fi nancial and accounting 

information. 

An Investor Relations team is responsible for preparing any fi nancial 

communications, ensuring that such communications are based on 

the general principles and good practices appearing in the “Financial 

Communication: Framework and Practices” guide (drafted by the 

Financial Communication Observatory under the aegis of the AMF). 

The Executive Board defi nes the fi nancial communication strategy. 

Any press release is approved, in advance, by the members of 

the Executive Board. In addition, press releases relating to the 

announcement of half-yearly and annual results are submitted to 

the Supervisory Board. Supervisory Board Committees may be 

consulted as to their opinion on some ad hoc subjects, prior to 

information being released. 

Prior to the announcement of half-yearly and annual results, ANF is 

required to adhere to a quiet period of two weeks during which the 

Company refrains from contact with analysts and investors. 



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Contents 

The company has set up an electronic data management system. 

This system has enabled the Company to improve the quality and 

management of its commitments by a process of electronic invoice 

and order validation. In addition, a new accounting tool has also 

been introduced by means of dedicated accounting software. These 

new tools, together with the existing systems, help to improve the 

quality of fi nancial information. 

CONTROL PROCEDURES FOR COMPANY OPERATIONS 

At Supervisory Board level 

Certain operations which are not directly related to asset acquisition 

or disposal activities or indebtedness are, according to the Articles 

of Association, subject to the prior authorisation of the Supervisory 

Board: 

• proposal to the Shareholders’ Meeting of any amendments to the 

Articles of Association; 

• any operations which may, immediately or at a later date, result in 

an increase or reduction of the Company’s share capital, via the 

issue of securities or the cancellation of shares; 

• the introduction of any stock option plan, or allocation of 

Company stock options; 

• proposal of any share buyback programmes to the Shareholders’ 


• proposal of any appropriation of earnings, dividend payment or 

any interim dividend payment to the Shareholders’ Meeting. 

At Executive Board level 

All issues relating to the Company’s commercial life are dealt with on 

a collegial basis by the Executive Board which meets, on average, 

twice a month. The Executive Board meets regularly with members 

of the Management Committee. The Executive Board may invest 

in one or more of its members, or in any person not on the Board, 

such special temporary or permanent roles as it determines, and 

delegate to them such powers as it deems necessary for one or 

more specifi c purposes, with or without the option to sub-delegate 

such authority. 

At Strategic and Real Estate Committee level 

The Strategic Committee, chaired by the Chairman of the 

Executive Board, is made up of members of the Executive Board 

and department heads to review policy and report on operations. 

Strategic Committee meetings enable Management to ensure that 

its policy is correctly implemented. 

The Company’s key executives also meet at least once every 

six months in the form of a Real Estate Committee. Real Estate 

Committee meetings, held alternately with Strategic Committee 

meetings, not only enable Management to ensure that its policy is 

being implemented correctly by the real estate team but also enable 

all executives to receive regular information about such policy and 

its application. 


107 


108 



At Coordination Committee level 

A Coordination Committee was set up in June 2006 for each site, 

each one headed up by its Chief Operating Offi cer. They are made 

up of the key managers of the property staff in charge of each site. 

They meet regularly, on average once a month, to address current 

topics and ensure that Executive Board decisions are being 

correctly implemented. 

At department level 

Real estate management procedures cover all aspects and are 

largely based on computerised systems: 

• recording leases (start and end dates, reviews, renewals and 

transfers); 

• issuing payment advice notices; 

• payments, outstanding debts and reminders; 

• maintenance costs, with annual offsetting of provisions against 

actual costs; 

• guarantee deposits (reviews, refunds to tenants upon departure 

after fi nal inspection and checking of tenant account statements); 

• maintenance or investment works. 

Tasks are regularly monitored during the various phases described 

above. 

RISK MANAGEMENT PROCEDURES PUT IN PLACE 

BY THE COMPANY 

The main risks identifi ed appear in the “Risk Management, risk 

factors and insurance” section of the Company’s 2009 Registration 

Document. 

In addition to risks of a cyclical nature (general economic situation, 

the real estate cycle) which are limited by the diversity of the property 

portfolio (residential, commercial, professional) and its geographical 

distribution, there are essentially two major risks involved in the 

property business which are covered by internal control procedures. 

ANF seeks to ensure the quality and solvency of its tenants. Nonpayment 

risk is managed by means of constant monitoring of 

outstanding rents and payments received and by systematically 

sending reminder letters after the fi rst missed payment (four days), 

and then, if necessary, recourse to debt collection agencies if no 

settlement can be reached on an amicable basis. 

In addition, risk management in connection with the operation and 

preservation of buildings (maintenance, renovation, compliance 

with codes and standards, physical security) is ensured by close 

attention to the legal obligations of property owners, by insurance 

policies to cover losses and professional liability and by contractual 

clauses obliging tenants to maintain the rental premises and keep 

the landlord informed of any damage or incident. 

With a view to legal compliance and to reducing property risk to 

a minimum, the Company has taken measures to apply current 

regulations. 


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ORGANISATION OF INTERNAL CONTROL WITH REGARD 

TO PREPARATION AND TREATMENT OF FINANCIAL 

AND ACCOUNTING INFORMATION 

Administrative and accounts management is handled by a Finance 

Manager who reports to the Chief Operating Offi cer, and who heads 

up the administration and accounting departments. Each accounts 

manager has the necessary autonomy to record and check day-today 

transactions. 

Particular attention is paid to preventing errors and fraud. The 

Company has put various rules in place, in addition to its everyday 

methods of control and verifi cation. These rules are based on the 

general principle of dissociation of tasks, mainly at the level of placing 

orders (for property maintenance and investment operations, for 

instance), verifying, recording and issuing payments. Such rules 

are independent of specifi c procedures relating to Company policy 

decisions which cover matters such as the acquisition, construction, 

operation, sale or arbitrage of assets. 

With this in mind, the Company set up an internal audit process in 

the fi rst quarter of 2007 to review and validate procedures at each 

site on a periodic basis. 

Prior to being submitted to the Executive Board, Audit Committee 

and Supervisory Board, the annual and interim fi nancial statements 

are double-checked and reviewed systematically by the Finance 

department. 

Once a month, the Strategic Committee reviews the report prepared 

by the Finance department on the Company’s business activities, in 

particular, to verify the effective performance of works and check for 

any budget variances. 

ORGANISATION OF INTERNAL CONTROL OF COMMITMENTS 

UNDERTAKEN BY THE COMPANY 

Control of Company commitments and delegations 

of power – Control of expenditure – Bank signatures. 

The Executive Board is invested with the most extensive authority 

to act in all circumstances in the name, and on behalf of, the 

Company, within the limits of the corporate purpose and subject to 

the authority expressly conferred by law, the Articles of Association 

and by the Supervisory Board. 

No restriction of such authority is binding on third parties, as 

concerns the commitments undertaken on its behalf by the 

Chairman of the Executive Board or the Chief Operating Offi cer, 

provided that their appointments were duly published. 

Members of the Executive Board may, with the authorisation of the 

Supervisory Board, divide management roles between them. Under 

no circumstances, however, may this division relieve the Executive 

Board of the obligation to meet and discuss the most pertinent 

Company management issues, nor may it be invoked as grounds 

for exemption from the joint and several liability of the Executive 

Board and each of its members. 

All contracts and working documents cannot only be signed 

by the Chairman of the Executive Board or the Chief Operating 

Offi cer. Consequently, specifi c procedures have been set up for 

expenditure commitments (limit on amounts per person, regular 


analysis of turnover by supplier, etc.) and their payment (persons 

authorised to incur expenditure not authorised to pay for it, and so 

forth). Furthermore, the previously implemented tool for monitoring 

both forecast and actual profi tability is used for investment decisions 

related to lot renovations or construction. 

The Chairman of the Executive Board is authorised to sign payments 

for unlimited amounts, the Chief Operating Offi cer is authorised to 

sign for up to €1 million; delegations of powers have been given to 

some employees requiring single or joint signatures for expenditure 

up to a maximum of €100,000. 

Ethics 

Members of the Supervisory Board must adhere, in addition to 

current legislation and, in particular, legislation on obligations relating 

to abstention from trading in Company shares, to the provisions 

defi ned by the Supervisory Board at its meeting on May 4, 2005 and 

referred to in Article 7 of the Internal Rules of Procedure relating to 

Supervisory Board ethics. 

Furthermore, the Company’s current Internal Rules of Procedure 

require salaried employees to conform to rules concerning 

compliance with fair market practice (obligation to abstain from 

market trading, confi dentiality and professional secrecy obligations, 

etc.). 

In addition, all new employees receive memos outlining legal 

sanctions for stock market offences (insider trading, passing 

on privileged information, share price rigging, etc.) and legal and 

ethical guidelines with which all Company employees must comply. 

In particular, employees are reminded that they are not to engage in, 

or assist with, any transactions of any kind that could be interpreted 

as having deviated from the normal course of market operation, and 

that in addition to simply complying with legal restrictions, they must 

behave in such a manner as to avoid all suspicion. 

It was also decided at the Supervisory Board meeting of May 4, 

2005, in accordance with the rule laid down by the Executive Board 

of Eurazeo, that members of the Executive Board and employees 

of Eurazeo appointed as corporate offi cers for Eurazeo subsidiaries 

(i.e. ANF), shall waive any attendance fees as Board members 

either at Eurazeo’s request, or by virtue of their offi cial positions at 

Eurazeo. 

Special procedures relating to shareholders’ 

participation in Shareholders’ Meetings 

Please refer to Article 23 of the Company’s Articles of Association 

on special procedures relating to shareholders’ participation in the 

Company’s Shareholders’ Meetings. 



Determination of compensation and benefi ts 

of any kind given to corporate offi cers 

COMPENSATION AND OTHER BENEFITS FOR MEMBERS 

OF THE EXECUTIVE BOARD (1) 

Fixed and variable compensation 

The compensation of Executive Board members is determined on 

an individual basis by the Supervisory Board upon the proposal by 

the Compensation and Appointments Committee, which defi nes 

the principles regarding compensation and benefi ts granted to 

members of the Executive Board. Once a year, the Compensation 

and Appointments Committee conducts an exhaustive review of the 

compensation of members of the Executive Board and recommends 

any changes required to the Supervisory Board. In particular, it 

assesses the qualitative factors determining the compensation. 

Compensation of members of the Executive Board is made up of 

fi xed compensation, variable compensation, benefi ts in kind relating 

to their position as Board members, the allocation of stock options 

and bonus shares. 

The fi xed compensation of the members of the Executive Board was 

decided on at the Supervisory Board meeting of December 3, 2009, 

based on the proposals of the Compensation and Appointments 

Committee meeting of November 30, 2009. 

Variable compensation is based on the achievement of objectives 

linked to work accomplished during the previous year. 

At its meeting on March 25, 2009, the Supervisory Board decided, 

upon the proposal made by the Compensation and Appointments 

Committee at its meeting on March 20, 2009, that the variable 

portion of compensation would, from 2009, be determined based 

on the following two factors: 

• 50% of the variable part would be calculated on NAV performance 

trends (2) ; 

• 50% of the variable portion would be linked to qualitative criteria 

consisting mainly of a performance assessment of the members 

of the Executive Board based on the proposals of the Chairman. 

The variable part of the compensation of the members of the 

Executive Board for 2009 was determined by the Supervisory 

Board meeting on March 19, 2010, upon the proposal made by 

the Compensation and Appointments Committee at its meeting on 

March 17, 2010, by taking into account in particular the successful 

achievement of the Company’s objectives (common and individual 

qualitative criteria) and overall performance (quantitative criteria 

common to all members of the Executive Board). 

Benefi ts in kind awarded to the Chief Operating Offi cer consist 

solely of the use of a company car. 

Furthermore, at the Supervisory Board meeting of May 4, 2005 

it was decided not to remunerate the members of the Executive 

Board for their terms served. On the other hand, compensation on 

the basis of their employment contract was maintained (Mr Xavier 

(1) Details of compensation and other benefi ts paid to the Company’s corporate offi cers is set out in Chapter 2 “Corporate governance” of the 

Company’s 2009 Registration Document, in accordance with the Corporate Governance Code recommendations laid down and supplemented 

by the recommendation of the Financial Markets Authority (the “AMF”) on information to be provided in Annual Reports on the compensation of 

corporate offi cers. 

(2) Net of tax. 

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109 


110 



de Lacoste Lareymondie, Ms Brigitte Perinetti and Ms Ghislaine 

Seguin as salaried employees of ANF). Mr Bruno Keller is paid by 

Eurazeo, this compensation being, in part, recharged to ANF. 

Stock options 

Acting pursuant to the authorisation granted by the Ordinary and 

Extraordinary General Meeting of May 14, 2008 in its 20th resolution 

and to the decision taken by the Supervisory Board on December 3, 

2009, the Executive Board, at its meeting on December 14, 2009, 

allocated stock options to members of the Executive Board and 

Company employees. 

Stock options are granted during the same calendar period. For 

all of the stock option plans, the Executive Board granted said 

stock options during the session in December that followed the 

Supervisory Board meeting held to decide on the allocation of 

stock options. In order to ensure that these stock options, which 

are valued according to IFRS methods, are not disproportionate in 

relation to compensation, the allocation cannot exceed two times 

the compensation of each benefi ciary. 

Allocation 

The Supervisory Board determines the number of stock options 

allocated to members of the Executive Board within the context of 

calculating all aspects of their compensation. 

In total, 158,500 stock options were allocated in 2009 (the “Options”). 

The number of stock options allocated was not dependent on the 

price of the Company’s shares on the stock market. 

Subject to adjustments, the number of shares that may be purchased 

by virtue of stock options allocated in 2009 to four members of the 

Executive Board represents 0.50% of the Company’s capital (1) . 

Price 

The purchase price for each of the shares offered under a stock 

option is set at €31.96, this price amounting to the average price for 

ANF shares listed in the twenty stock market sessions held between 

November 16 and December 11, 2009, prior to the date of the 

Executive Board meeting on the allocation of the Options. While the 

Options are outstanding the purchase price of the shares can only be 

modifi ed in accordance with the provisions of Article L. 225-181-2 

of the French Commercial Code. 

The Company did not put in place instruments to hedge risks. 

Exercising options 

In accordance with the recommendations of the Compensation 

and Appointments Committee, the Options will be permanently 

vested in tranches gradually, following the three consecutive vesting 

periods, provided the benefi ciary is employed by the Company at 

the end of the vesting period in question. 

the fi rst third of the Options will be vested after a period of two 

years, i.e. December 14, 2011; 

the second third of the Options will be vested after a period of three 

years, i.e. December 14, 2012; 

(1) Based on the share capital as of December 31, 2009. 


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the last third of the Options will be vested after a period of four 

years, i.e. December 14, 2013. 

Moreover, if benefi ciaries of the Options have not been employed 

by the Company for four years as of the expiry date of one of the 

aforementioned vesting periods, the Options corresponding to the 

said period will be permanently vested once the benefi ciary has four 

years’ service with the Company. 

The defi nitive vesting of the Options allocated to members of the 

Executive Board by virtue of the 3rd tranche is also subject to ANF’s 

stock market performance, to be determined over a period of four 

years (from December 14, 2009 to December 14, 2013) by adding 

together (i) the increase in value of ANF shares and (ii) dividends and 

other distributions (“ANF’s Performance”). 

ANF’s performance will be compared to the stock market 

performance of the EPRA index over the same period. This index 

includes a panel of European companies similar to ANF that are 

selected by the Supervisory Board upon the proposal by the 

Compensation and Appointments Committee. 

If ANF’s performance is equal to or exceeds 120% of the panel’s 

stock market performance over the same period, the Options 

of the third tranche will be fully vested to the benefi ciaries as of 


If ANF’s performance is equal to that of the panel over the same 

period, only a fraction of the Options, such that the sum of the stock 

options defi nitively vested in all three tranches equals 87.5% of all 

the Options granted, will be defi nitively vested as of December 14, 

2013. 

If ANF’s performance is equal to or less than 80% of that of the 

panel over the same period, only a fraction of the Options, such that 

the sum of the stock options defi nitively vested in all three tranches 

equals 75% of all the Options granted, will be defi nitively vested as 

of December 14, 2013. 

The Options of the third tranche will be defi nitively vested 

proportionately within these limits. 

In the event of an early exercise of options, the condition relating to 

ANF’s performance will no longer apply. 

Holding period for shares acquired 

Contents 

So as to take into consideration the provisions of the fourth 

paragraph of Article L. 225-185 of the French Commercial Code, 

each member of the Executive Board shall be obliged to hold, 

throughout his term of offi ce, either directly or indirectly via equity 

or family-run structures, a minimum number of registered shares 

arising from the exercise of Options. 

Involvement of employees in corporate performance 

Article 20.2.3 of the Corporate Governance Code recommends, 

in the event that not all employees are allocated stock options, 

providing another mechanism to involve employees in corporate 

performance (incentive-based compensation, discretionary profi tsharing 

agreements, bonus shares, etc.). 


Within ANF, a profi t-sharing agreement was signed on June 25, 

2008 for 2008, 2009 and 2010. The purpose of the agreement is to 

give all personnel a share in the profi ts generated by the Company. 

The means of calculating this profi t-sharing incentive is based 

on quantitative and qualitative criteria relating to the Company’s 

business. 

Furthermore, all the Company’s staff, thanks to a contribution paid 

in full by the employer, have a supplementary retirement plan, which 

is outsourced with an insurer. 

Allocation of bonus shares 

No allocation of bonus shares was decided by the Executive Board 

during the course of 2009. 

Information about the features of the plan for the allocation of 

bonus shares decided on by the Executive Board on July 24, 2006, 

acting on the proposal of the Supervisory Board, by virtue of the 

9th resolution of the Ordinary and Extraordinary General Meeting 

of May 12, 2006, is provided in the Company’s 2009 Registration 

Document. 

Warrants 

No warrants were decided by the Executive Board during the 

course of 2009. 

Information about the issue of warrants decided on by the Executive 

Board on July 24, 2006, acting on the proposal of the Supervisory 

Board, by virtue of the 9th resolution of the Ordinary and 

Extraordinary Shareholders’ Meeting of May 12, 2006 comprising, 

in particular, the terms and conditions for exercising warrants, is 

provided in the Company’s 2009 Registration Document. 

No employment contract for corporate offi cer 

The Corporate Governance Code recommends that the Chairman 

of the Executive Board should not be bound to the Company by an 

employment contract. In this respect, Mr Bruno Keller, Chairman 

of the Executive Board, is not bound to the Company by an 

employment contract. 

Severance pay 

Within ANF, executive corporate offi cers do not benefi t from 

payments, benefi ts or compensation of any kind whatsoever 

upon discontinuation or change of offi ce, with the exception of 

Mr Xavier de Lacoste Lareymondie. In this regard, in the event of 

dismissal from his post as Chief Operating Offi cer, Mr Xavier de 

Lacoste Lareymondie will receive compensation amounting to the 

compensation received for the twelve months prior to his dismissal. 

The criteria of application of this compensation were defi ned at 

the Supervisory Board meeting of December 9, 2008. In line with 

the applicable legislative and regulatory provisions, this severance 

compensation was set out in a special resolution submitted for 

approval at the Ordinary and Extraordinary Shareholders’ Meeting 

on May 28, 2009. 

(1) Net of tax. 



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Contents 

The severance compensation payable to Mr Xavier de Lacoste 

Lareymondie is not subject to the following cumulative conditions 

recommended by the Corporate Governance Code: (i) in the event 

of dismissal and (ii) a change in control or strategy. Thus, the 

Company will pay this severance compensation in the event of his 

dismissal from the post of Chief Operating Offi cer. 

Criteria for applying the severance pay scheme in question makes 

payment of one third of the compensation subject to criteria 

involving growth in Net Asset Values (“NAV”) and will only be paid if 

growth in NAV (1) is at least 4% per year, on average, over the period 

in question. 

This compensation cannot be added to the compensation due 

under the employment contract. 

Supplementary pension schemes 

In exchange for the services provided in carrying out his duties, 

Xavier de Lacoste Lareymondie has a supplementary retirement 

fund (a defi ned benefi t scheme with an insurance company), as 

do other senior executives of ANF. This supplementary retirement 

fund is based on compensation and length of service at the time 

of retirement. 

Mr Xavier de Lacoste Lareymondie was granted this benefi t under 

the same terms as non-Board member executives. 

The other members of the ANF’s Executive Board and of the 

Supervisory Board do not receive, by virtue of their position, any 

pensions, defi ned benefi t supplementary pension schemes or any 

other benefi ts whatsoever from ANF. 

COMPENSATION AND BENEFITS FOR MEMBERS 

OF THE SUPERVISORY BOARD 

The Supervisory Board determines the rules for distributing the 

attendance fees allocated by the Shareholders’ Meeting among its 

members. Each member of the Supervisory Board received, for the 

fi scal year ended on December 31, 2009, a fi xed amount and a 

variable amount, pro rata of actual attendance at Board meetings. 

Please note that some members of the Supervisory Board (Messrs. 

Patrick Sayer and Philippe Audouin and Mrs Delphine Abellard) 

were remunerated by Eurazeo and do not receive attendance fees. 

Publication of the factors referred to in Article 

L. 225-100-3 of the French Commercial Code/Factors 

likely to have an impact in the event of a public offer 

The information referred to in Article L. 225-100-3 of the French 

Commercial Code is the subject of an appropriate notice in part 

II “Company Information” of the Company’s 2009 Registration 

Document, which will be fi led with the AMF, and will also appear 

on the AMF website (www.amf-france.org) and on the Company 

website (www.anf-immobilier.com). 


111 


112 



6.8 Special reports from the Statutory Auditors 

for submission to the Ordinary and Extraordinary 

Shareholders’ Meeting of May 6, 2010 

Statutory Auditors’ report, prepared in application of Article L. 225-235 of the French Commercial 

Code, on the report by the Chairman of the ANF Supervisory Board 


To the shareholders, 


32, rue de Monceau 

75008 Paris 


In our capacity as Statutory Auditors of ANF and in accordance with Article L. 225-235 of the French Commercial Code, we hereby present 

you with our report on the report by the Chairman of your Company, prepared pursuant to Article L. 225-68 of the French Commercial Code, 

for the year ended December 31, 2009. 

The Chairman is responsible for preparing and submitting for approval by the Supervisory Board a report on internal control and risk 

management procedures implemented within the Company and providing the other information required by Articles L. 225-68 of the French 

Commercial Code relating, in particular, to corporate governance. 

We are responsible: 

• for informing you of any observations we have made on the information contained in the Chairman’s report on internal control procedures 

relating to the preparation and treatment of accounting and fi nancial information; and 

• for certifying that the report includes the other information required by Article L. 225-68 of the French Commercial Code, on the understanding 

that we are not responsible for checking the accuracy of this other information. 

We have carried out our assignment in accordance with professional standards applicable in France. 

Information on internal control procedures for the preparation and treatment of accounting 

and fi nancial information 

Professional standards require us to take all due diligence in order to determine that the information given in your Chairman’s report on internal 

control and risk management procedures for the preparation and treatment of fi nancial and accounting information is true and fair. This due 

diligence included, in particular: 

• familiarising ourselves with internal control and risk management procedures for the preparation and treatment of accounting and fi nancial 

information serving as the basis for the information presented in your Chairman’s report and in extant documentation; 

• familiarising ourselves with the work serving as the basis for such reported information and extant documentation; 

• determining whether or not any major defi ciencies in internal control of the preparation and treatment of accounting and fi nancial information 

that we may discover during our investigations are fully disclosed in the Chairman’s report. 

On the basis or our investigations, we have no particular observations to make concerning information on the Company’s internal control and 

risk management procedures for the preparation and treatment of fi nancial and accounting information contained in the report by the Chairman 

of the Supervisory Board, drawn up pursuant to Article L. 225-68 of the French Commercial Code. 

Other information 

We hereby certify that the report by the Chairman of the Supervisory Board includes the further information required by Article L. 225-68 of 

the French Commercial Code. 


Neuilly-sur-Seine and Courbevoie, April 19, 2010 

The Statutory Auditors 

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PriceWaterHouseCoopers Audit Mazars 

Gérard Hautefeuille Odile Coulaud 

Contents 




Report from the Statutory Auditors on related party agreements and commitments 





75008 Paris 


In our capacity as Statutory Auditors of your Company, we hereby present our report on related party agreements and commitments. 

We have taken all the due diligence we considered necessary with respect to the auditing standards of the Compagnie Nationale des 

Commissaires aux Comptes (the national Statutory Auditors’ organisation) in order to perform our assignment. This due diligence consisted of 

checking the consistency of the information given to us with the source documents serving as the basis for such information. 

Agreements and commitments authorised during the fi scal year 

In accordance with Article L. 225-88 of the French Commercial Code, we were informed of the agreements and commitments authorised by 

your Supervisory Board. 

Our responsibility does not include identifying any undisclosed agreements or commitments. Our duty is to inform you, on the basis of 

the information provided, of the main terms and conditions of the agreements and commitments that have been disclosed to us without 

commenting on their relevance or substance. It is incumbent upon you, under the terms of Article R. 225-58 of the French Commercial Code, 

to determine whether the agreements and commitments are appropriate and should be approved. 

AMENDMENT OF THE SUPPLEMENTARY PENSION CONTRACT 

Person concerned 

Mr Xavier de Lacoste Lareymondie, Chief Operating Offi cer and member of the Executive Board. 

Nature and purpose 

On December 9, 2008, your Supervisory Board, on a proposal submitted by the Compensation Committee meeting of December 5, 2008, 

adapted the collective defi ned benefi t supplementary pension scheme, which is of an ancillary nature, introduced for senior executives, receipt 

of which is linked to benefi ciaries remaining with the Company until retirement. On March 25, 2009 the Supervisory Board authorised the Chief 

Operating Offi cer to be a benefi ciary of this collective scheme, as well as the collective provident and health schemes. 

Terms 

The changes made to the collective defi ned benefi t supplementary pension scheme are: 

• the seniority criterion is set at four years; 

• a longer reference period for calculating the supplementary pension, i.e. the average compensation received for the 36 months before 

retirement; 

• a reference basis of assessment for calculating the supplementary pension, taking into consideration the average gross compensation (fi xed 

and variable) for the last 36 months, up to a limit of twice the benefi ciary’s fi xed annual compensation. 

LEASES AGREED ON TWO HOTELS 

Company concerned 

This is an agreement in which Eurazeo, a shareholder which holds over 10% of the voting rights of your Company, is directly involved. 


On March 25, 2009, the Supervisory Board authorised the agreement of leases on two hotels (“Forbin” and “Ilot 34”) in Marseilles, which are 

currently under construction and will be leased by ANF to B&B. The Forbin hotel lease is for 12 years, at a rental on completion of €0.6 million 

(excl. tax) per year from the end of 2010. The lease on the Ilot 34 hotel has not yet been signed. 

Agreements and commitments approved in previous fi scal years that remained in force during the year 

In accordance with the French Commercial Code, we have been informed that the following agreements and commitments, approved during 

previous fi scal years, remained in full force during the past year. 

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114 



SERVICE CONTRACT WITH EURAZEO 

Persons concerned 

Mr Patrick Sayer, Mr Philippe Audouin, Mrs Delphine Abelard, Mr Henri Saint Olive, Mr Théodore Zarifi and Mr Jean-Pierre Richardson, 

members of the ANF’s Supervisory Board and Mr Bruno Keller Chairman of ANF’s Executive Board. 

This is an agreement in which Eurazeo, a shareholder which holds over 10% of the voting rights of your Company, is also directly involved. 


On May 4, 2005, your Supervisory Board authorised the execution of a service agreement under which ANF entrusted Eurazeo with the task 

of providing general assistance, in exchange for compensation corresponding to all costs and expenses incurred by Eurazeo. 

Terms 

On December 9, 2008, your Supervisory Board decided a change in the compensation paid by ANF under this service agreement to €927,000, 

excluding tax, for the 2009 fi scal year. 

COMPENSATION AND BONUSES PAID TO THREE MEMBERS OF THE EXECUTIVE BOARD 

Persons concerned 

Mr Xavier de Lacoste Lareymondie, Mrs Brigitte Périnetti and Mrs Ghislaine Seguin, members of ANF’s Executive Board. 


In addition, on December 9, 2008, your Supervisory Board, on a proposal submitted by the Compensation Committee of December 5, 2008, 

approved the annual compensation of a new member of the Executive Board (Mrs Ghislaine Séguin) and a change to the annual compensation 

of two members of the Executive Board for 2009. 

On March 19, 2010, your Supervisory Board, on a proposal submitted by the Compensation Committee of March 17, 2010, approved 

changes to the annual compensation of three members of the Executive Board for 2010. 

Terms 

The gross annual compensation of Mr Xavier de Lacoste Lareymondie amounted to €335,000 for 2009, including a bonus of €95,000 relating 

to 2008 (this compensation was set at €344,959 for 2010, to include a bonus of €104,959 relating to 2009). 

The gross annual compensation of Mrs Brigitte Périnetti amounted to €95,000 for 2009, including a bonus of €25,000 relating to 2008 

(this compensation was set at €101,095 for 2010, to include a bonus of €31,095 relating to 2009). 

The gross annual compensation of Mrs Ghislaine Seguin amounted to €185,000 for 2009, including a bonus of €35,000 relating to 2008 

(this compensation was set at €190,121 for 2010, to include a bonus of €40,121 relating to 2009). 

DISMISSAL BENEFITS 

Person concerned 

Mr Xavier de Lacoste Lareymondie, Chief Operating Offi cer and member of the Executive Board. 


On December 9, 2008, your Supervisory Board, on a proposal submitted by the Compensation Committee of December 5, 2008, authorised 

the payment of compensation to Mr Xavier de Lacoste Lareymondie, in the event of an unfair dismissal prior to the expiry of a period of four 

years from the date of his appointment or his renewal. This compensation corresponds to the gross annual compensation (fi xed and variable) 

paid to him in the 12 months preceding the dismissal. 

Terms 

The application criteria for this compensation, defi ned by the Supervisory Board on December 9, 2008, remain unchanged: 

• two thirds (2/3) will be paid without any performance requirement; 

• the fi nal third (1/3) will be paid if growth in NAV is at least 4% per year on average over the period in question. 




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Special report from the Statutory Auditors on the capital reduction by cancellation 

of purchased shares 

Ordinary and Extraordinary General Meeting of May 6, 2010 – 9th resolution 




75008 Paris 


In our capacity as the Statutory Auditors of ANF’s fi nancial statements, and in fulfi lment of the requirement under Article L. 225-209-7 of the 

French Commercial Code in the event of a capital reduction by means of the cancellation of purchased shares, we have prepared this report 

in order to inform you of our assessment of the grounds for, and terms of, the contemplated capital reduction. 


Commissaires aux Comptes (the national Statutory Auditors’ organisation) in order to perform our assignment. This due diligence led us to 

investigate whether or not the grounds for, and terms of, the planned capital reduction were in order. 

This transaction falls within the context of your Company’s purchase, up to a limit of 10% of its capital, of its own shares, under the terms 

provided in Article L. 225-209 of the French Commercial Code. This purchase authorisation is to be submitted for approval by your Shareholders’ 

Meeting under the 9th resolution and is to be granted for a period of 24 months. 

Your Executive Board asks you to invest it, with the option to sub-delegate, for a period of 24 months, by virtue of the implementation of the 

authorisation given to your Company to purchase its own shares, with the power to cancel the shares thus purchased, up to a limit of 10% of 

its capital, for each 24 month period. 

We have no observations to make on the grounds for, and terms of, the contemplated capital reduction, on the understanding that such capital 

reduction can only take place insofar as your Shareholders’ Meeting approves the transaction in advance for your Company to purchase its 

own shares. 



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115 


116 



Report from the Statutory Auditors on the issue of ordinary shares and securities giving 

immediate or future rights to capital, with or without pre-emptive subscription rights 

Ordinary and Extraordinary Shareholders’ Meeting of May 6, 2010 (11th, 12th, 13th, 14th, 15th, 16th and 

17th resolutions) 



75008 Paris 


In our capacity as the Statutory Auditors of your Company and in fulfi lment of the requirement provided by the French Commercial Code 

and, in particular, Articles L. 225-135, L. 225-136, and L. 228-92, we present to you our report on the proposals to delegate to the Executive 

Board various issues of ordinary shares and securities giving immediate or future rights to your Company’s capital, on which operations you 

are asked to vote. 

Your Executive Board proposes, on the basis of its report: 

• that it should be invested, with the option to delegate, for a period of 26 months, with the power to decide on the following operations and 

to set the fi nal terms for these issues and proposes, where necessary, to remove your pre-emptive subscription rights: 

• the issue, on one or more occasions, with pre-emptive subscription rights, of ordinary shares and securities giving immediate or future 

rights to a portion of your Company’s capital (11th resolution), 

• the issue, by means of a public offer, on one or more occasions, without pre-emptive subscription rights, of ordinary shares and securities 

giving immediate or future rights to a portion of your Company’s capital, on the understanding that these securities may be issued for 

the purpose of remunerating securities that may have been contributed to the Company within the context of a public exchange offer for 

shares satisfying the requirements set by Article L. 225-148 of the French Commercial Code (12th resolution), 

• the issue of ordinary shares and/or securities giving immediate or future rights to a portion of your Company’s capital, within the context 

of the offer referred to in Article L. 411-2 II of the French Monetary and Financial Code and up to a limit of 20% of the existing share 

capital on the date of this Meeting and for each 12-month period, on one or more occasions, without pre-emptive subscription rights, 

(13th resolution); 

• that it should be authorised, by virtue of the 14th resolution and within the context of the implementation of the delegations referred to in 

resolutions 12 and 13, to set the issue price for shares and/or securities issued giving immediate or future rights to capital, up to a limit of 

10% of the existing share capital on the date of this Meeting; 

• that it should be invested, for a period of twenty-six months, with the power to issue shares and securities giving immediate or future rights 

to your Company’s capital, with a view to remunerating contributions in kind made to your Company and made up of equity securities or 

securities giving access to capital (16th resolution) up to a limit of 10% of the share capital at the time of issue. 

The number of securities to be created in the event of an increase in the Company’s share capital, with or without pre-emptive subscription 

rights, may be increased under the terms provided by Article L. 225-135-1 of the French Commercial Code, if you adopt the 15th resolution. 

The maximum par amount of capital increases likely to be implemented immediately or in the future, by virtue of resolutions 11e to 16e may not 

exceed €25 million, up to an overall maximum limit of €25 million as defi ned in the 17th resolution. 

The maximum par amount of issues of securities representing debt securities that may be decided by the Executive Board, by virtue of 

resolutions 11 to 16, may not exceed €100 million, up to an overall maximum limit of €100 million as defi ned in the 17th resolution. 

Your Executive Board is responsible for preparing a report pursuant to Articles R. 225-113, R. 225-114 and R. 225-117 of the French 

Commercial Code. It is our role to give our opinion on the accuracy of the fi gures, taken from the fi nancial statements, on the proposal to 

remove pre-emptive subscription rights and on certain other information involving such transactions, given in this report. 


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Commissaires aux Comptes (the national Statutory Auditors’ organisation) in order to perform our assignment. This due diligence consisted 

of verifying the content of the report from the Executive Board on this transaction and the terms for determining the issue price of the equity 

securities to be issued. 

Subject to further examination of any issue terms that may be decided, we have no observations to make on the way in which the issue price 

of the equity securities to be issued was set, appearing in the Executive Board’s report under the 11th, 12th and 13th resolutions. 

In addition, as this report does not state the terms for determining the issue price of the equity securities to be issued within the context of 

implementing the 16th resolution, we cannot give our opinion on the choice of items included in the calculation of the issue price. 

As the issue price for the equity securities to be issued has not been set, we do not express an opinion on the fi nal terms under which 

the securities will be issued and, as a result, on the proposal to remove pre-emptive subscription rights made to you in the 12th and 13th 

resolutions. 

Pursuant to Article R. 225-116 of the French Commercial Code, we will prepare an additional report, if applicable, at such a time as the 

authorisations are used by your Executive Board in the case of issues of ordinary shares with removal of pre-emptive subscription rights and 

issues of securities giving access to capital. 



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117 


118 



Report from the Statutory Auditors on the capital increase without pre-emptive subscription 

rights reserved for members of a Company Savings Plan 

Ordinary and Extraordinary Shareholders’ Meeting of May 6, 2010 – 18th resolution 



75008 Paris 


In our capacity as your Company’s Statutory Auditors and in fulfi lment of the requirement provided by Articles L. 225-135 and seq. of the French 

Commercial Code, we present to you our report on the proposal to delegate to the Executive Board the power to decide a capital increase by 

issuing equity securities, without pre-emptive subscription rights, for a maximum amount of one hundred thousand (100,000) euros, on one 

or more occasions, and reserved for Company employees or those of companies related to it within the meaning of Article L. 225-180 of the 

French Commercial Code and Article L. 3344-1 of the Labour Code, provided that such employees are members of a company savings plan, 

on which operation you are asked to vote. 

This capital increase is subject to your approval pursuant to the provisions of Articles L. 225-129-6 of the French Commercial Code and 

L. 3332-18 et seq. of the Labour Code. 

Your Executive Board proposes, on the basis of its report, that it should be vested, with the option to delegate, for a period of 26 months, 

with the power to decide on one or more capital increases and proposes, where necessary, to remove your pre-emptive subscription rights in 

respect of the equity securities to be issued. Where necessary, it will be responsible for determining the fi nal issue terms of such transaction. 

Your Executive Board is responsible for preparing a report pursuant to Articles R. 225-113 and R. 225-114 of the French Commercial Code. 

It is our role to give our opinion on the accuracy of the fi gures, taken from the fi nancial statements, on the proposal to remove pre-emptive 

subscription rights and on certain other information involving such issues, given in this report. 


Commissaires aux Comptes (the national Statutory Auditors’ organisation) in order to perform our assignment. This due diligence consisted 

of verifying the content of the report from the Executive Board on this transaction and the terms for determining the issue price of the equity 

securities to be issued. 

Subject to further examination of the terms of the capital increases to be decided on, we have no observations to make on the way in which 

the issue price of the equity securities to be issued is set and appearing in the Executive Board report. 

As the issue price for the equity securities to be issued has not been set, we do not express an opinion on the fi nal terms under which the 

capital increases will be carried out, and, as a result, on the proposal to remove pre-emptive subscription rights made to you. 

Pursuant to Article R. 225-116 of the French Commercial Code, we will prepare an additional report, if necessary, at such time as this 

authorisation is used by your Executive Board. 




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CONSOLIDATED FINANCIAL 

STATEMENTS 

In accordance with Article 28 of European Commission Regulation (EC) No 809/2004, this Registration Document includes by 

reference the ANF consolidated fi nancial statements (under IFRS) for the fi scal year ended December 31, 2007, along with the 

related Statutory Auditors’ Report, included in Section III on pages 132 to 173 and 174 to 175 of the Registration Document 

fi led with the AMF (Financial Markets Authority) on April 25, 2008 under number R. 08-034, as well as the consolidated 

fi nancial statements for the fi scal year ended December 31, 2008, along with the related Statutory Auditors’ Report, included 

in Section III on pages 126 to 162 and 163 to 164 of the Registration Document fi led with the AMF on April 30, 2009 under 

number R. 09-041. 

CONSOLIDATED FINANCIAL 

STATEMENTS (UNDER IFRS) 

FOR THE FISCAL YEAR ENDED 

DECEMBER 31, 2009 120 

Consolidated statement of financial position 120 

NOTES TO THE CONSOLIDATED 

FINANCIAL STATEMENTS 125 

Highlights of the fiscal year 125 

Events after the balance sheet date 126 

Change in method 126 

Consolidation principles and methods 126 

Managing market risk 135 

Additional information (€ thousands) 136 

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STATUTORY AUDITORS’ REPORT 

ON THE CONSOLIDATED FINANCIAL 

STATEMENTS 150 

I – Opinion on the consolidated financial statements 150 

II – Basis for our assessment 150 

III – Specific checks and disclosures 151 


BUSINESS 

THE OF 

Contents 



120 

CONSOLIDATED FINANCIAL STATEMENTS 

Consolidated fi nancial statements (under IFRS) for the fi scal year ended December 31, 2009 

Consolidated financial statements (under IFRS) 

for the fiscal year ended December 31, 2009 

Consolidated statement of fi nancial position 

CONSOLIDATED BALANCE SHEET – ASSETS 

(€ thousands) Note 12/31/2009 12/31/2008 Change 


Investment properties 1 1,496,316 1,504,473 (8,157) 

Operating property 1 1,189 1,203 (14) 

Intangible assets 1 530 528 2 

Property, plant and equipment 1 320 329 (9) 

Non-current fi nancial assets 1 988 995 (7) 

Investments accounted for by the equity method - - - 

Deferred tax assets 13 - - - 

Total non-current assets 1,499,343 1,507,527 (8,184) 


Trade receivables 2 1,902 2,307 (405) 

Other receivables 2 9,436 4,054 5,382 

Prepaid expenses 5 160 357 (197) 

Financial derivatives 9 276 41 235 

Cash and cash equivalents 4 30,130 11,598 18,532 

Total current assets 41,904 18,357 23,547 

Property held for sale 1 5,444 35,821 (30,377) 

TOTAL ASSETS 1,546,691 1,561,705 (15,014) 


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CONSOLIDATED BALANCE SHEET – TOTAL LIABILITIES AND EQUITY 



(€ thousands) Note 12/31/2009 12/31/2008 Change 


Capital stock 12 26,071 24,957 1,114 

Other paid-in capital 323,900 320,799 3,101 

Treasury shares 8 (4,261) (4,261) 0 

Financial instrument hedging reserve (29,645) (19,697) (9,948) 

Company reserves 322,277 327,258 (4,981) 

Consolidated reserves 445,209 380,787 64,422 

Net income for the year (53,977) 69,203 (123,180) 

Total shareholders’ equity attributable 

to equity holders of the parent 

1,029,574 1,099,046 (69,472) 

Minority interests - - - 

Total shareholders’ equity 1,029,574 1,099,046 (69,472) 


Debt 3 450,344 381,800 68,544 

Long-term provisions 7 - - 

Provisions for retirement benefi t obligations 7 58 58 - 

Tax and corporate liabilities 3 7,197 (7,197) 

Deferred tax liabilities 13 - - - 

Total non-current liabilities 450,402 389,055 61,347 


Trade payables 3 12,733 15,296 (2,563) 

Short-term portion of debt 3 2,106 2,580 (474) 

Financial derivatives 9 29,546 20,265 9,281 

Security deposits 3 3,589 3,674 (85) 

Short-term provisions 7 43 43 (0) 

Tax and corporate liabilities 3 16,798 28,524 (11,726) 

Other liabilities 3 857 1,626 (769) 

Prepaid income 6 1,043 1,595 (552) 

Total current liabilities 66,715 73,604 (6,889) 

Liabilities on property held for sale - - - 

TOTAL LIABILITIES AND EQUITY 1,546,691 1,561,705 (15,014) 

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122 



CONSOLIDATED INCOME STATEMENT 

(€ thousands) 12/31/2009 12/31/2008 Change 

Revenues: rental income 65,060 59,080 5,980 

Other operating income 6,399 5,778 621 

Total operating income 71,459 64,858 6,601 

Property expenses (9,759) (10,112) 353 

Other operating expenses (848) (1,375) 527 

Total operating expenses (10,607) (11,487) 880 

Net operating income from property 60,852 53,371 7,481 

Capital gain (losse) from disposal of assets 2,150 (24) 2,174 

Net operating income from property after disposals 63,002 53,347 9,655 

Employee benefi ts expenses (7,222) (7,570) 348 

Other management expenses (3,696) (3,343) (353) 

Other income 1,906 2,223 (317) 

Other expenses (458) (1,100) 642 

Depreciation & amortisation (333) (159) (174) 

Other operating provisions (net of reversals) (475) (12) (463) 

Net o perating income (before changes in fair value of property) 52,724 43,386 9,338 

Changes in fair value of property (89,478) 30,088 (119,566) 

Net o perating income (after changes in fair value of property) (36,754) 73,474 (110,228) 

Net fi nancial expense (16,152) (13,073) (3,079) 

Financial amortisation and provisions 29 - 29 

Changes in fair value of fi nancial instruments 902 (686) 1,588 

Share of income from entities accounted for by the equity method (100) - (100) 

Net i ncome before tax (52,075) 59,715 (111,790) 

Current taxes (1,902) 719 (2,621) 

Exit tax - (5,024) 5,024 

Deferred taxes - 13,793 (13,793) 

Consolidated net income (53,977) 69,203 (123,180) 

Of which minority interests - - - 

Of which net income after minority interests (53,977) 69,203 (123,180) 

Consolidated net income after minority interests – per share (2.07) 2.77 (5.55) 

Diluted consolidated net income after minority interests – 

per share 

(2.07) 2.77 (5.54) 

CONSOLIDATED COMPREHENSIVE INCOME 

(€ thousands) 12/31/2009 12/31/2008 Change 

Consolidated net income (53,977) 69,203 (123,180) 

Impact of fi nancial instruments (9,948) (20,365) 10,417 

Total gains and losses recognised directly in shareholders’ 

equity 

(9,948) (20,365) 10,417 

Consolidated comprehensive income (63,925) 48,838 (112,763) 

Of which minority interests - - - 

Of which net income after minority interests (63,925) 48,838 (112,763) 


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STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY 

Changes 

in shareholders’ equity 



Capital 

stock 

Other 

paid-in 

capital 



Treasury 

shares 

Consolidated 

reserves 

Company 

reserves 



reserves 

Consolidated 


24,957 320,799 (4,261) 380,787 327,258 (19,697) 69,203 1,099,046 

Allocation of income - - - 63,611 5,592 - (69,203) - 

Dividends 1,055 3,101 - - (10,513) - - (6,357) 

Capital increase 59 - - - (59) - - - 

Treasury shares - - - - - - - 

Changes in fair value of 

hedging instruments 


bonus shares 




(excl. appropriations 

to reserves) 





- - - - - (9,948) - (9,948) 

- - - 847 - - - 847 

- - - (36) - - - (36) 

- - - - - - (53,977) (53,977) 

26,071 323,900 (4,261) 445,209 322,278 (29,645) (53,977) 1,029,575 

23,768 322,031 (346) 207,213 332,940 668 197,792 1,084,067 

Allocation of income - - - 187,190 10,602 - (197,792) 0 

Dividends - - - - (30,807) - - (30,807) 

Capital increase 1,189 (1,188) - - - - - 0 

Adjustment for capital 

increase expenses 

- (44) - - - - - (44) 

Treasury shares - - (3,915) - - - - (3,915) 

Changes in fair value of 

hedging instruments 


bonus shares 



- - - - - (20,365) - (20,365) 

- - - 947 - - - 947 

- - - (40) - - - (40) 

SIIC revaluation - - - (14,523) 14,521 - - (2) 


(excl. appropriations 

to reserves) 



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- - - - - - 69,203 69,203 

24,957 320,799 (4,261) 380,787 327,258 (19,697) 69,204 1,099,046 


123 


124 



CASH FLOW STATEMENT 


Cash flows from operating activities 

Net income (53,977) 69,203 

Depreciation, amortisation & provisions 304 171 

Capital gains (losses) from disposals (2,150) 24 

Changes in fair value of property 89,478 (30,088) 

Changes in fair value of fi nancial instruments (902) 686 

Recognised revenue and expenses related to stock options 847 947 

Tax expense 1,902 (9,488) 

Cash flow 

Changes in operating working capital requirement 

35,502 31,455 

Operating receivables 137 38,416 

Operating liabilities before SIIC option liabilities (1,071) 3,831 

Net cash fl ows from operating activities 34,568 73,702 

Net cash flows from investing activities 

Acquisition of assets (116,920) (121,405) 

Disposal of property 60,548 - 

Payment of exit tax (21,384) 4,914 

Changes in non-current fi nancial assets 7 (485) 

Net cash fl ows from investing activities (77,749) (116,976) 

Net cash flows from financing activities 

Dividends paid out (6,357) (30,807) 

Impact of changes in share capital - (44) 

Purchase of treasury shares - (3,915) 

Loans and debt taken out 73,228 110,384 

Loans and debt repaid (5,419) (35,075) 

Net cash fl ows from fi nancing activities 61,452 40,543 

Net increase (decrease) in cash and cash equivalents 18,271 (2,731) 

Opening cash position 11,598 14,329 

Closing cash position 29,869 11,598 


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Detailled contents 

HIGHLIGHTS OF THE FISCAL YEAR 125 

Acquisitions 125 

Disposals 126 

Operations 126 

Property measurement 126 

Tax 126 

EVENTS AFTER THE BALANCE SHEET DATE 126 

CHANGE IN METHOD 126 

CONSOLIDATION PRINCIPLES AND METHODS 126 

Accounting basis 

New standards and interpretations 

126 

applicable from January 1, 2009 127 

Consolidation principles 127 

Segment reporting 128 

Real estate assets 

Intangible assets (IAS 38) 

128 

and impairment of assets (IAS 36) 129 

Operating lease receivables 129 

Liquid assets and investment securities 129 

Treasury shares (IAS 32) 129 

Debt (IAS 32-39) 129 

Derivatives (IAS 39) 129 

Discounting of deferred payments 130 

Current and deferred tax (IAS 12) 130 

Leases (IAS 17) 130 

Employee benefi ts (IAS 19) 131 

Share-based payment (IFRS 2) 131 

Earnings per share (IAS 33) 135 


Notes to the consolidated fi nancial statements 

Notes to the consolidated financial statements 

Acquisitions 

Highlights of the fi scal year 

The Company continued to invest in renovating its real estate assets 

and in developments in Lyons and Marseilles. The total amount 

invested in this regard in 2009 was €65.7 million. These investments 

were partly fi nanced via the credit line arranged in July 2007 with 

a banking syndicate led by Calyon. As of December 31, 2009, a 

nominal amount of €186 million had been drawn down. 

Plots located within Euromediterranée in Marseilles were transferred 

to the Ambroise Paré association, which plans to build a new hospital 

there merging the Ambroise Paré and Desbief hospital facilities. In 

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MANAGING MARKET RISK 135 

Market risks 135 

Counterparty risk 135 

Liquidity risk 135 

Interest rate risk 135 

ADDITIONAL INFORMATION (€ THOUSANDS) 136 

Note 1 Non-current assets 136 

Note 2 Receivables maturity schedule 139 

Note 3 Debt maturity schedule at end of period 139 

Note 4 Cash and cash equivalents 139 

Note 5 Accrual accounts – assets 139 

Note 6 Accrual accounts – liabilities 140 

Note 7 Contingency and loss provision 140 

Note 8 Treasury shares 141 

Note 9 Financial instruments 141 

Note 10 Covenants 143 

Note 11 Off-balance sheet commitments 143 

Note 12 Changes to the share capital 

and shareholders’ equity 144 

Note 13 Deferred tax assets and liabilities 144 

Note 14 Associates 145 

Note 15 Breakdown of income statement 

and segment reporting 146 

Note 16 Earnings per share 147 

Note 17 NAV per share 147 

Note 18 Cash fl ow per share 148 

Note 19 Tax calculation 148 

Note 20 Interest rate risk exposure 149 

Note 21 Credit risk 149 

Note 22 Headcount 149 

exchange, we received a plot on which the current Desbief hospital 

is located and where, upon completion of the aforementioned 

merger, we will build a 26,000 m2 property containing offi ce, retail 

and residential units. 

As part of its partnership with B&B, ANF acquired fi ve hotels, 

located in Valenciennes, Lille, Arras, Saint-Denis and Bourges, for 

a total of €21 million and invested €14 million in renovation. These 

investments were fully fi nanced via the credit line arranged with a 

banking syndicate led by Natixis. 


125 


126 



Disposals 

ANF continued its asset disposal programme and during the fi scal 

year sold two property complexes in Lyons and three properties plus 

a number of apartments in Marseilles, for a total of €29.1 million. 

SGIL, an ANF subsidiary, disposed of all its real estate assets in 

Lyons in December 2009. The proceeds of the sale amounted to 

€16.7 million, with ANF’s share representing €10.6 million. 

As part of the aforementioned swap, ANF transferred plots to the 

Ambroise Paré association. 

Continuing the development of the Fauchier project, ANF agreed 

an off-plan sale with the City of Marseilles for a portion of the offi ce 

buildings. SCCV 1-3 rue d’Hozier took over the building plot and 

the various costs incurred by ANF in respect of the residential 

component of this project. 

The proceeds of these development project-related disposals 

amounted to €25.7 million. 

The disposals generated a gain of €2.2 million. 

Operations 

Rental income amounted to €65.1 million, up €6 million, representing 

growth of close to 10% net. Operating income (before changes in 

fair value of property) amounted to €52.7 million, up €9.3 million 

(+21.5%) on 2008. 


A more conservative policy regarding the funding of provisions for 

trade receivables, combined with an increase in arrears on three 

retail tenants, led to an appreciable rise in the provisions funded 

(+€0.5 million). Two of these retail premises were vacated and re-let, 

resulting in a €0.2 million increase in annual rental income. 

After deducting the net fi nancial expense and excluding the gain 

on asset disposals, current cash fl ow per share was up 6.8%, from 

€1.32 to €1.41. 

Property measurement 

The downturn in the property market combined with the increase 

in yields expected by investors, resulted in a sharp fall in the value 

of the real estate assets, which the substantial increase in rental 

income couldn’t offset. The changes in fair value of property 

recognised in the period was minus €87 million, including a gain on 

disposal of €2.2 million. 

Tax 

Events after the balance sheet date 

No material events have occurred since December 31, 2009. 

Change in method 

The accounting methods used for the period are identical to those 

used for the prior period. 

The new standards and interpretations applicable from January 1, 

2009 did not have a material impact on ANF’s interim consolidated 

Consolidation principles and methods 

Accounting basis 

In line with the provisions of European Regulation (EC) No 1606/2002 

of July 19, 2002 on the application of international accounting 

standards, the ANF Group’s consolidated fi nancial statements for 

the fi scal year ended December 31, 2009 were prepared in line with 

the IFRS accounting basis as adopted by the European Union. 

The consolidated fi nancial statements cover the period from 

January 1, 2009 to December 31, 2009. They were approved by 

the Executive Board on March 8, 2010. 

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By disposing of its real estate assets, SGIL waived its special 

SII (Société d’Investissement Immobilier) status, giving rise to a 

€3 million income tax expense, ANF’s share of which amounted to 


fi nancial statements and are described in the note entitled 

“Consolidation principles and methods”. 

The ANF Group applies the international accounting standards 

comprising IFRS, IAS and their interpretations as adopted by 

the European Union and which are applicable for the fi scal year 

beginning January 1, 2009. 

Offi cial standards and interpretations that may be applicable 

subsequent to the balance sheet date have not been applied early. 

The interim fi nancial statements have been prepared using the 

historical cost convention, with the exception of investment 

property and certain fi nancial instruments that are recognised 


using the fair value convention. In line with the IFRS conceptual 

framework, preparing the fi nancial statements requires estimates 

and assumptions to be made that affect the amounts presented in 

these interim fi nancial statements. Material estimates made by the 

Group when preparing the fi nancial statements mainly relate to the 

following: 

• fair value measurement of investment property and fi nancial 

instruments; 

• measurement of provisions. 

Because of the uncertainty inherent in any measurement process, 

the Group revises its estimates on the basis of regularly updated 

information. Future results of the operations in question may differ 

from these estimates. 

In addition to making estimates, the senior management team 

makes judgements regarding the appropriate accounting treatment 

for certain activities and transactions where applicable IFRS 

standards and interpretations do not specify how the accounting 

issues should be dealt with. 

New standards and interpretations applicable 

from January 1, 2009 

The standards and interpretations applied for the consolidated 

fi nancial statements at December 31, 2009 are identical to those 

used for the consolidated fi nancial statements at December 31, 

2008, with the exception of the changes indicated below: 

IAS 1 (revised): Presentation of fi nancial statements: the main 

changes compared to the previous version of IAS 1 are as follows: 

The “Balance sheet” is now called the “Statement of fi nancial 

position”. 

IAS 1 (revised) notably requires that (i) recognised income and 

expenses be presented in a single statement (statement of 

comprehensive income) or in two statements (a separate income 

statement and a statement showing the other components of 

comprehensive income), (ii) total comprehensive income must be 

presented in the fi nancial statements. The ANF Group has elected 

to present two separate statements. 

Annual IFRS improvement published in May 2008 notably 

concerning IAS 40/IAS 16: Property under construction must be 

measured at fair value where the Company uses this method for all 

investment property. 

The other new standards, revisions and interpretations published 

and applied by the Group but without a material impact on the 

consolidated fi nancial statements at December 31, 2009 were as 

follows: 

• IFRS 8: Operating segments: the information published by an 

entity must enable users of its fi nancial statements to evaluate: 

the nature and fi nancial effects of the types of business 

activities in which it engages, and the economic environment in 

which it operates; the Company elected to continue providing 

segment reporting in the same manner as before (breakdown 

by business segments: Hotels and Haussmann-style properties 

and geographic breakdown of the Haussmann-style properties 

(Lyons and Marseilles); 



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• IFRS 2 (Revised) “Share-based payment”: vesting conditions and 

cancellations; 

• IAS 23 (Revised) “Borrowing costs” – Borrowing costs relating to 

the acquisition, construction or production of a qualifying asset 

must be included in the cost of that asset, except for assets 

measured at fair value. The application of the revised version of 

IAS 23 did not have an impact on the fi nancial statements as of 

December 31, 2009, ANF having already elected to capitalise 

borrowing costs; 

• Amendment to IAS 32 and IAS 1 – Amendment relating to puttable 

fi nancial Instruments and obligations arising on liquidation; 

• Amendment to IFRS 1 and IAS 27 – Cost of an investment in a 

subsidiary, jointly controlled entity or associate; 

• IFRIC 11 (Group and treasury share transactions). 

Furthermore, the new standards, interpretations and amendments 

to existing standards mandatory for accounting periods beginning 

on or after January 1, 2009 and not yet approved by the European 

Union were not applied early. These are: 

• IAS 27 (Revised) “Consolidated and separate fi nancial 

statements”; 

• IFRS 3 (Revised) “Business combinations”; 

• Amendment to IAS 39 “Exposures qualifying for hedge 

accounting”; 

• Amendment to IFRS 7, “enhancement of fi nancial instrument 

disclosures”; 

• Amendments to IFRIC 9 and IAS 39 “Embedded derivatives”; 

• Annual IFRS improvement published in April 2009; 

• IFRIC 15 (Agreements for the construction of real estate), 

IFRIC 17 (Distributions of non-cash assets to owners) and 

IFRIC 18 (Transfers of assets from customers). 

Consolidation principles 

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The consolidation methods used by the Group are full consolidation, 

proportional consolidation and the equity method: 

• subsidiaries (companies in which the Group has the power 

to direct fi nancial and operating policies to obtain economic 

benefi ts) are fully consolidated; 

• companies in which the Group exercises joint control are 

proportionally consolidated; 

• the equity method is used for associates over which the Group 

has signifi cant infl uence, which is assumed where the percentage 

of voting rights is 20% or more. Under this method, the Group 

recognises its “share of income from entities accounted for by 

the equity method” on a separate line in the consolidated income 

statement. 

On December 31, 2009, the ANF Group consolidated its sole 

SGIL subsidiary, in which it has a 63.45% interest, the Articles of 

Association of which provide for joint management and decisionmaking. 

This company was proportionally consolidated. 


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128 



To successfully complete the Fauchier project for the construction 

and sale of residential units, ANF brought on board a number of 

partners to establish SCCV 1-3 rue d’Hozier, in which it holds a 

45% interest. As it doesn’t control this company it hasn’t been 

consolidated but instead accounted for by the equity method. 

All internal transactions and balances were eliminated upon 

consolidation in proportion to the ANF Group’s interest in SGIL. 

Segment reporting 

IAS 14, replaced by IFRS 8, requires entities that have equity or 

debt securities traded on an organised market or that are in the 

process of issuing securities on a public securities market to present 

business and geographic segment reporting. 

Segment reporting is prepared on the basis of criteria relating to 

business activities and geographic regions. Primary segment 

reporting is business-related, inasmuch as it represents the group’s 

management structure and is presented on the basis of the following 

business segments: 

• Rental of Haussmann-style properties; 

• Hotel rental. 

Secondary segment reporting is by geographic region: 

• Lyons region; 

• Marseilles region. 

IFRS 8 “Operating segments” requires that the information published 

by an entity enable users of its fi nancial statements to evaluate the 

nature and fi nancial effects of the type of business activities in which 

it engages and the economic environment in which it operates. 

The Company elected to continue providing segment reporting 

in the same manner as before (breakdown by business segment: 

Hotels and Haussmann-style properties and geographic breakdown 

of the Haussmann-style properties (Lyons and Marseilles)). 

Real estate assets 

a) Investment property (IAS 40) 

IAS 40 defi nes investment property as property held by the owner 

or lessee (under a fi nance lease) to earn rentals or for capital 

appreciation, or both, as opposed to: 

• using this property for the production or supply of goods or 

services or for administrative purposes; 

• selling it in the normal course of a trading business (estate 

agency). 

Assets acquired under leases qualifying as fi nance leases are 

recognised as assets in the balance sheet, and the corresponding 

loans are recognised as liabilities under debt. Correspondingly, the 

lease payments are cancelled and the fi nancial expense stemming 

from the fi nancing along with the fair value of the asset are 

recognised in line with Group accounting methods. 

The ANF Group has opted to measure its investment property at 

fair value. This option does not apply to operating property, which 


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is measured at historical cost less accumulated depreciation and 

any impairment. 

The fair value of non-current assets is determined at each closing 

date by two independent appraisers (Jones Lang LaSalle and 

Atisreal Expertise), who appraise the Group’s real estate assets on 

the basis of long-term ownership. The fair value is the appraisal 

value excluding transfer taxes. Real-estate appraisers are rotated 

every four years. 

This appraisal is carried out on the basis of AFREXIM (Association 

Française des Sociétés d’Expertise Immobilière – French 

Association of Real Estate Appraisers) specifi cations and in line with 

the recommendations of the February 2000 report of the working 

group chaired by Barthès de Ruyter on the appraisal of the real 

estate assets of listed companies. 

The change in the fair value of investment property is recognised 

in income. 

This property is accordingly neither subject to depreciation nor 

impairment. Any change in fair value for each property is recognised 

in the income statement for the period and is determined as follows: 

Change in fair value = Market value N – [market value N – 1 

+ capitalised work and expenses for period N]. 

Investment property in the process of redevelopment is recognised 

at fair value where it is not being rebuilt; and in accordance with 

IAS 16 where it is being restructured. 

Virtually all of ANF’s real estate assets are recognised as 

investment property. Buildings being restructured and intended 

to be subsequently re-let are also kept in the investment property 

category. 

Gains (losses) on disposal of an investment property are calculated 

with reference to the most recent fair value recognised in the 

balance sheet at the previous balance sheet date. 

b) Assets held for sale (IFRS 5) 

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In accordance with IFRS 5, where the Group has undertaken to 

sell an asset or group of assets, it classifi es them as assets held for 

sale under current assets in the balance sheet at their most recent 

known fair value. 

Properties included in this category continue to be measured using 

the fair value approach. 

To be classifi ed as an “asset held for sale”, a property must satisfy 

all the following criteria: 

• the asset must be immediately available for sale in its current 

condition; 

• a sale must be highly likely, formalised through the notifi cation of 

the Properties Committee, and a decision of the Executive Board 

or Supervisory Board; 

• and there must be an active search for a buyer, evidenced by a 

signed sell order. 

Properties that are in the process of being sold are presented on a 

separate line in the balance sheet. 


As of December 31, 2009, fi ve buildings, appraised at €5,444,000, 

were held for sale. 

Depreciation of operating property measured at amortised cost 

ceases from the date on which this property is classifi ed as held 

for sale. 

c) Operating property and other property, plant and 

equipment (IAS 16) 

The Group’s operating property is measured at historical cost less 

accumulated depreciation and any impairment. 

Moreover, other property, plant and equipment includes computer 

equipment and furniture. 

The following depreciation periods were thus used: 

• Structures: 50 to 75 years; 

• Façades & waterproofi ng: 20 years; 

• General technical plant (including lifts): 15 to 20 years; 

• Fittings: 10 years; 

• Asbestos, lead and energy diagnostics: 5 to 9 years; 

• Furniture, offi ce and computer equipment: 3 to 10 years. 

Intangible assets (IAS 38) and impairment 

of assets (IAS 36) 

An intangible asset is a non-monetary item with no physical 

substance that must be both identifi able and controlled by the 

Company by virtue of past events and from which future economic 

benefi ts are expected. 

An intangible asset is identifi able if it can be separated from the entity 

acquired or if it results from legal or contractual rights. Intangible 

assets with useful lives that can be determined are amortised on a 

straight-line basis over periods corresponding to their anticipated 

useful life. 

The following amortisation periods were thus used: 

• concessions, patents and rights: 1 to 10 years. 

IAS 36: “Impairment of assets” applies to intangible assets, property, 

plant and equipment, fi nancial assets and unallocated goodwill. 

At each balance sheet date, the Group assesses whether there are 

any indications that an asset has been impaired. If an indication 

of impairment is identifi ed, the asset’s recoverable amount is 

compared to its net carrying amount and an impairment loss may 

accordingly be recognised. 

An indication of impairment may be either a change in the asset’s 

economic or technical environment or a decline in the asset’s market 

value. The appraisals carried out make it possible to measure any 

impairment losses. 

Expenses related to the acquisition of software licences are 

recognised as assets on the basis of the costs incurred to acquire 

and get the relevant software operational. These costs are 

amortised over the estimated useful life of the software (between 

three and fi ve years). 


Operating lease receivables 


Operating lease receivables are measured at amortised cost and 

are subject to an impairment test whenever there is an indication 

that the asset may have been impaired. 

An individual analysis is carried out at each closing date to assess 

as accurately as possible the risk of non-recovery of the receivables 

and the required provisions. 

Liquid assets and investment securities 

Investment securities mainly consist of money market funds and 

are recognised in the balance sheet at their fair value. All these 

investment securities have been deemed cash equivalents. 

Treasury shares (IAS 32) 

Treasury shares held by the Group are deducted from consolidated 

shareholders’ equity at their purchase price. 

As of December 31, 2009, the Company held 109,835 treasury 

shares, no treasury shares having been acquired during the halfyear. 

Debt (IAS 32-39) 

Debt consists of loans and other interest-bearing liabilities. It is 

recognised at amortised cost using the effective interest rate 

method. 

Loan issue costs are recognised under IFRS as a deduction from 

the nominal amount of the loan. The portion of debt due in less than 

a year is classifi ed as current debt. 

In the case of debt resulting from the recognition of fi nance leases, 

the debt recognised to offset the item of property, plant and 

equipment is initially recognised at the fair value of the leased asset 

or, if lower, the present value of minimum lease payments. 

Security deposits are deemed to be short-term liabilities and are 

not discounted. 

Derivatives (IAS 39) 

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IAS 39 distinguishes between two types of interest rate hedging: 

• hedging of balance sheet items, the fair value of which fl uctuates 

as a result of interest rate risk (“fair value hedge”); 

• hedging the risk of future cash fl ow variability (“cash-fl ow hedge”), 

which consists of fi xing the future cash fl ows of a variable-rate 

fi nancial instrument. 

Certain derivatives associated with specifi c fi nancings qualify 

as cash fl ow hedges under accounting regulations. In line with 

IAS 39, only changes in the fair value of the effective portion of 

these derivatives, as measured by prospective and retrospective 

effectiveness tests, are recognised in shareholders’ equity. 


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130 



Any changes in the fair value of the ineffective portion of the hedge 

are recognised in income. 

The ANF Group uses cash fl ow hedge-type fi nancial derivatives 

(swaps) to hedge its exposure to market risk stemming from interest 

rate fl uctuations. 

Discounting of deferred payments 

The Group’s long-term payables and receivables are discounted 

where the impact is material: 

• payables relating to the payment over four years of the tax due on 

the switch to the SIIC regime are discounted; 

• security deposits received are not discounted, since the 

discounting effect is not material and there is no reliable 

discounting schedule; 

• long-term liability provisions under IAS 37 are discounted over 

the estimated length of the disputes to which they relate. 

Current and deferred tax (IAS 12) 

(a) SIIC tax regime 

Opting for the SIIC tax regime results in an exit tax at a reduced rate 

of 16.5% being immediately due on unrealised gains on properties 

and interests in entities not subject to income tax, in return for an 

exemption from income tax. 

(b) Common law and the deferred tax regime 

Deferred tax is recognised where there are temporary differences 

between the carrying amounts of assets and liabilities in the balance 

sheet and their tax bases, where these give rise to taxable sums in 

the future. 

A deferred tax asset is recognised where tax losses may be carried 

forward on the assumption that the relevant entity is likely in the 

future to generate taxable profi ts, against which these tax losses 

may be charged. Deferred tax assets and liabilities are measured 

using the liability method at the tax rate assumed to apply in the 

period in which the asset will be realised or the liability settled, on 

the basis of the tax rate and tax regulations that have been or will be 

adopted prior to the balance sheet date. Measurement of deferred 

tax assets and liabilities must refl ect the tax consequences that 

would result from the manner in which the Company expects to 

recover or settle the carrying amount of its assets and liabilities at 

the balance sheet date. 

Current and deferred tax is recognised as tax income or expenses 

in the income statement, except for deferred tax that is recognised 

or settled upon the acquisition or disposal of a subsidiary or interest, 

unrealised gains and losses on assets held for sale. In these cases, 

the corresponding deferred tax is charged to equity. 

All property held by ANF was included in the scope of the SIIC 

regime. The bulk of ANF’s rental business is thus exempt from 

income tax and no deferred tax is recognised in this regard. 


Leases (IAS 17) 

Under IAS 17, a lease is an agreement under which the lessor 

transfers to the lessee the right to use an asset for a fi xed period 

in return for a payment or series of payments. IAS 17 distinguishes 

between two kinds of leases: 

• a fi nance lease is a lease that effectively transfers to the lessee 

virtually all the risks and benefi ts inherent in ownership of an 

asset. Transfer of title may or may not occur at the end. For the 

lessee, the assets are recognised as non-current assets offset 

by a debt. The asset is recognised at the fair value of the leased 

asset at the lease start date or, if lower, at the present value of 

minimum payments; 

• an operating lease is any lease other than a fi nance lease. 

a) Treatment of stage payments and rent-free periods 

Rental income from operating leases is recognised on a straight 

line basis over the term of the lease. Stage payments and rentfree 

periods granted are recognised by staggering, reducing or 

increasing rental income for the period. The reference period used 

is the initial minimum period of the lease. 

b) Front-end fees 

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Front-end fees received by the lessor are deemed to be additional 

rent. The front-end fee forms part of the net sum transferred from 

the lessee to lessor under the lease. In this regard, the accounting 

periods during which this net amount is recognised should not be 

affected by the form of the agreement and payment schedules. 

These fees are staggered over the initial minimum period of the 

lease. 

c) Cancellation fees and eviction compensation 

Cancellation fees are received from tenants where they cancel the 

lease before its contractual term. Such fees relate to the old lease 

and are recognised as income in the period recorded. Where the 

lessor cancels a lease in progress, it pays eviction compensation 

to the sitting tenant. 

• replacement of a tenant: if payment of eviction compensation 

makes it possible to alter the level of the asset’s performance (a 

rent increase and hence an increase in the value of the asset), 

under the revised IAS 16, this expense may be capitalised in the 

cost of the asset subject to this increase in value being confi rmed 

by appraisers. Should this not be the case it is expensed; 

• renovation of a property requiring the departure of sitting tenants: 

if eviction compensation is paid as part of major renovation or 

reconstruction of a property, for which the prior departure of the 

tenants is required, the cost is deemed a preliminary expense to 

be included as an additional component following the renovation 

work. 


A review of the rental base for fi scal years 2008 and 2009 has 

not resulted in the identifi cation of any stage payments, rent-free 

periods, front-end fees or cancellation fees, restatement of which 

under the principles described above would have a material impact 

on the fi nancial statements. 

As a result, no restatement has been recognised under IAS 17 in the 

2008 and 2009 fi nancial statements. 

Employee benefi ts (IAS 19) 

For defi ned contribution schemes, Group payments are expensed 

in the period to which they relate. 

For defi ned benefi t schemes involving post-employment benefi ts, 

the cost of the benefi ts is estimated using the projected unit credit 

method. 

Under this method, rights to benefi ts are allocated to periods of 

service on the basis of the scheme rights vesting formula, allowing 

for a linearisation effect where the pace at which rights vest is not 

uniform over subsequent periods of service. 

The amounts of future payments in respect of employee benefi ts are 

measured on the basis of assumptions regarding salary increases, 

retirement age and mortality rates, and then discounted to their 

present value using the interest rate on long-term bonds from 

top quality issuers. Actuarial differences for the period are directly 

recognised in consolidated equity. 

The ANF Group has established a defi ned benefi t scheme. The 

amount expensed in fi scal year 2009 was €186,000. 

Share-based payment (IFRS 2) 

IFRS 2 requires that the income statement refl ect the effects of 

all transactions involving share-based payments. All payments in 

shares or linked to shares must accordingly be expensed when 

the goods or services provided in return for these payments are 

consumed. There was no transaction involving share-based 

payment during the period. 

a) Bonus shares 


and acting by virtue of resolution 9 of the Ordinary and Extraordinary 

Shareholders’ Meeting of May 12, 2006, decided on July 24, 2006 



to allot bonus shares to members of the Executive Board as well as 

qualifying staff members, as defi ned by the resolution. 

The bonus share plan calls in particular for a vesting period of 

three years from the date of the decision of the Executive Board of 

July 24, 2006, at the end of which the shares only fully vest if the 

recipient is still an employee or offi cer of ANF (or its subsidiaries), 

except in the case of death, retirement or disability. 

The vesting period is followed by a two-year retention period from 

the end of the vesting period, during which the recipient may not 

dispose of the shares received. A total of 52,584 bonus shares, 

with a value of €38.26 each (share price on July 24, 2006) and 

representing a little less than 0.32% of the Company’s capital, were 

initially granted to twelve recipients, all of whom subscribed for 

warrants. 

In order to factor in the distribution of reserves that took place 

pursuant to resolution 2 of the Ordinary and Extraordinary 

Shareholders’ Meeting of May 28, 2009, at its July 27, 2009 

meeting the Executive Board adjusted the number of bonus shares 

allotted to raise the number to 59,264. 

At the same meeting, the Executive Board noted that the three-year 

vesting period had expired on July 24, 2009 and that 59,264 new 

shares would be issued to the benefi ciaries. These new shares were 

issued at a unit price of €1, with the amount of the capital increase 

being deducted from the reserves. 

b) Warrants 

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At its July 24, 2006 meeting, the Executive Board, pursuant to the 

powers granted to it in resolution 8 of the Ordinary and Extraordinary 

Shareholders’ Meeting of May 12, 2006, acting on the basis of the 

prior authorisation granted to it by the Supervisory Board at its 

June 22, 2006 meeting, decided to issue warrants at a unit price of 

€3.50 to members of the Executive Board as well as qualifying staff 

members, as defi ned by the resolution. 

At the close of the subscription period, which ran from July 26 to 

August 10, 2006, 262,886 warrants had been subscribed for by 12 

benefi ciaries, for a total of €920,101. 



Shareholders’ Meeting of May 28, 2009, at its July 27, 2009 meeting 

the Executive Board adjusted the exercise ratio of the warrants. 


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132 



Warrant terms 

Unit price €3.50 

Form of warrants The warrants are registered and are recorded using book entries 

Listing No request will be fi led for the warrants to be admitted to trading on a regulated market. 

Paying up The subscriptions were fully paid up in cash. 

Protection of warrant-holder 

rights 


Warrant-holder rights will be protected by means of the adjustment of the exercise ratio in the manner 

established by the Executive Board in accordance with Article L. 288-99 of the French Commercial Code and 

the provisions of resolution 8 of th e Ordinary and Extraordinary Shareholders’ Meeting of May 12, 2006 

Exercise period At any time between August 11, 2010 and November 10, 2011 

Current exercise ratio 1.13 shares to be issued by ANF for every 1 warrant 

Strike price Unit strike price of €35 per warrant 

c) Stock option plan granted in 2007 


Board, acting pursuant to the authorisation granted in resolution 22 

of the Ordinary and Extraordinary Shareholders’ Meeting of May 4, 

2005 and to the December 4, 2007 decision of the Supervisory 

Board, decided at its December 17, 2007 meeting to allocate stock 

options to members of the Executive Board as well as qualifying 

staff members, as defi ned by the resolution. 




meeting the Executive Board adjusted the exercise terms of the 


The terms of the stock option plan granted during fi scal year 2007, amended by the adjustments, are as follows: 


Date of the Executive Board’s decision December 17, 2007 

Total number of options allocated: 112,162 

• Of which Company offi cers: 88,584 

• Of which top 10 employee recipients: 23,578 

Total number of shares that may be purchased: 112,162 



Option exercise from The options may be exercised once vested 

Expiry date December 17, 2017 

Purchase price per share €42.14 


• the fi rst third of options will vest after a period of two years, 

i.e. December 17, 2009; 

• the second third of options will vest after a period of three years, 


• the fi nal third of options will vest after a period of four years, 


Total number of shares purchased as of December 31, 2009 - 

Total number of options cancelled as of December 31, 2009 - 

Total number of options remaining to be exercised 112,162 

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d) Stock option plan granted in 2008 


































The exercise of stock options granted under the 2008 Plan is subject 

to certain performance conditions. 




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134 



e) Stock option plan granted in 2009 




The terms of the stock option plan granted during fi scal year 2009 are as follows: 



Board, decided at its December 14, 2009 meeting to allocate stock 





















The exercise of stock options granted under the 2009 Plan is subject 





It should be noted that where stock option benefi ciaries do not have 

four years’ service on the expiry date of any of the aforementioned 

vesting periods, that option tranche will not vest until such time as 

said benefi ciary has four years’ service with the Company. 

Accordingly, on the basis of the above adjustments, the number of bonus shares and stock options allocated to each benefi ciary is as follows: 

2007 plan 

Stock options 

2008 plan 

Stock options 


Stock options 

Bruno Keller 59,143 64,477 80,000 




Company offi cers 88,584 104,939 131,000 

Staff 23,578 28,310 27,500 

TOTAL 112,162 133,249 158,500 

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Earnings per share (IAS 33) 

Basic earnings per share equates to net income after minority 

interests attributable to ordinary shares divided by the weighted 

average number of outstanding shares during the period. The 

average number of outstanding shares during the period is the 

number of outstanding ordinary shares at the beginning of the 

Market risks 

Managing market risk 

Owning rental properties exposes the Group to the risk of 

fl uctuations in the value of property assets and rent. However, this 

exposure is mitigated because: 

• the assets are mainly held for the long-term and recognised in 

the fi nancial statements at their fair value, even if this value is 

determined on the basis of estimates; 

• rental income stems from leasing arrangements, the term and 

dispersion of which are likely to lessen the impact of fl uctuations 

in the rental market. 

Counterparty risk 

With a client portfolio of over 500 tenant companies, a high degree 

of sector diversifi cation, and 1,700 individual tenants, the Group is 

not exposed to a signifi cant risk of concentration. 

Following the completion of the acquisition of B&B Group hotel 

properties, a large portion of ANF’s rental income comes from 

rent payments by B&B Group companies. Only serious fi nancial, 

commercial or operational diffi culties for the B&B Group would see 



period adjusted for the number of ordinary shares bought back or 

issued during the period. 

To calculate diluted earnings per share, the average number of 

outstanding shares is adjusted to refl ect the effect of dilution from 

equity instruments issued by the Company that might increase the 

number of outstanding shares. 

it defaulting on its rent payments and would accordingly potentially 

have a signifi cant negative impact on ANF’s operations, earnings, 

fi nancial position and outlook. 

Financial transactions, particularly the hedging of interest rate risk, 

are entered into with leading fi nancial institutions. 

Liquidity risk 

Medium and long-term liquidity risk is managed via multi-year 

fi nancing plans. In the short-term, it is managed via confi rmed credit 

lines that have not been drawn down. 

Interest rate risk 

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The ANF Group is exposed to interest rate risk. Management 

actively manages this risk exposure. The Group uses a number 

of fi nancial derivatives to address this. The goal is to reduce, 

wherever deemed appropriate, fl uctuations in cash fl ows as a result 

of changes in interest rates. The Group does not engage in any 

fi nancial transaction, the risk of which cannot be quantifi ed when 

entered into. 


135 


136 



To this end, the ANF Group has arranged twenty-fi ve interest rate hedging contracts to swap 3-month or 1-month Euribor variable rates for 

fi xed rates. 

Additional information (€ thousands) 

Note 1 Non-current assets 

Intangible assets, property, plant and equipment and operating property 

Amount as of 

Amount as of 

Gross amounts 

12/31/2008 Increase Decrease 12/31/2009 

Intangible assets 949 122 0 1,071 

Operating property 1,451 110 1,561 

Furniture, offi ce & computer equipment 1,023 80 (9) 1,094 

TOTAL 3,423 312 (9) 3,726 

Amount as of 

Amount as of 

Depreciation & amortisation 


Intangible assets 422 118 0 540 

Operating property 247 125 0 372 

Furniture, offi ce & computer equipment 694 89 (9) 774 

TOTAL 1,363 332 (9) 1,686 

NET AMOUNTS 2,060 (20) 0 2,040 

Investment property 

Valuation of real estate assets Lyons Marseilles B&B Hotels 

Amount as of 


Investment property 416,468 603,427 476,423 1,496,318 

Property held for sale - 5,444 - 5,444 

INVESTMENT PROPERTY AND PROPERTY 

HELD FOR SALE 


416,468 608,871 476,423 1,501,762 

Operating property 699 2,323 - 3,022 

VALUATION OF REAL ESTATE ASSETS 417,167 611,194 476,423 1,504,784 

Investment property 

and property held for sale 

Amount as of 

12/31/2008 Investments Disposals 

Changes in fair 

value 

Amount as of 


Lyons 449,170 21,817 (34,071) (20,449) 416,467 

Marseilles 624,923 57,094 (31,402) (41,745) 608,870 

B&B Hotels 466,200 35,357 - (25,134) 476,423 

TOTAL 1,540,293 114,268 (65,473) (87,328) 1,501,760 

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Breakdown of investments Acquisitions Renovation work Total 

Lyons 7,174 14,643 21,817 

Marseilles 11,500 45,594 57,094 

B&B Hotels 21,514 13,844 35,358 

TOTAL 40,188 74,081 114,269 

The Company’s real estate assets were appraised by Jones Lang 

LaSalle and BNP Real Estate Expertise using a number of different 

approaches: 

• Rental income capitalisation method for the Lyons and Marseilles 


• Comparison method for the Lyons and Marseilles Haussmannstyle 

properties; 

• Developer balance sheet method for land; 

• Income method for hotel properties. 

Rental income capitalisation method 

The appraisers used two different methodologies to capitalise rental 

income: 

1) current rental income is capitalised up to the end of the existing 

lease. The capitalised current rent to expiry or revision is 

added to the capitalised renewal rent to perpetuity. The latter 

is discounted to the appraisal date on the basis of the date of 

commencement of capitalisation to perpetuity. An average ratio 

was used between “vacancies” and “renewals” on the basis of 

historic tenant changes. 

Details of the yields used in appraisals are shown below: 

Recognition of market rent may be deferred for a variable empty 

period for any rent-free period, renovation work or marketing 

period, etc. following the departure of the sitting tenant; 

2) for each premises appraised, a rental ratio is calculated, 

expressed in € per square metre per annum, making it possible 

to calculate the annual market rent (ratio x weighted fl oor space). 

An “imputed rent” is estimated and used for the purposes of 

calculating the income method (capitalised rent). It is determined 

on the basis of the nature and occupancy level of the premises, 

and is capitalised at a yield approaching market levels, though 

where appropriate this includes upward potential. 

The low yields in question include upward rental potential either 

where a sitting tenant leaves or where rent caps are lifted due to 

changes in local marketability factors. 

Different yields have been applied by use and also between current 

rental income and rent on renewal. Appraisals also take account of 

expenditure required to maintain real estate properties (renovation 

of façades, stairways, etc.). 

Yields 

Lyons 

12/31/2009 12/31/2008 

Retail premises 5.40% to 6.00% 5.15% to 6.50% 

Offi ces 6.50% to 7.25% 6.25% to 6.75% 

Residential (excluding rent-controlled) 

Marseilles 

4.50% to 4.90% 3.45% to 4.40% 


Offi ces 6.75% to 7.50% 6.25% to 7.00% 

Residential (excluding rent-controlled) 4.50% to 5.25% 4.00% to 4.75% 

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138 



Comparison method 

In the case of residential premises, an average price per square 

metre vacant and excluding transfer taxes is ascribed to each 

premises appraised, based on examples of market transactions for 

similar assets. 

For commercial property, and in particular retail premises (where 

rent caps have not been lifted), the ratio of the average price per 

square metre is closely linked to rental terms. 

With regard to the Haussmann-style properties, a value after work, 

a value after work on private areas, a value after work on common 

areas and a current condition value are presented for each of the 

two methods for each premises appraised. 

The value applied for each premises in its current condition is 

the average of the two methods, unless the appraiser indicates 

otherwise. The fi nal value excluding transfer taxes is converted into 

a value including transfer taxes (by applying transfer taxes at 6.20% 

for old buildings and 1.80% for new buildings), giving the effective 

yield for each premises (ratio between actual gross income and the 

value including transfer taxes). 

Developer balance sheet method for redevelopment 

land 

For land available for construction, the appraiser distinguishes 

between land with planning approval and/or an identifi ed and likely 

project, and land for which there is no clearly defi ned project with 

advanced plans. 


In the fi rst instance, the appraiser looks at the project from a 

development perspective. 

For ordinary land reserves, the approach is based on the value per 

square metre of land available for construction having regard to 

market prices. 

Income method for hotel properties 

For each asset, net rent is capitalised on the basis of a weighted 

yield specifi c to each hotel based on its characteristics. 

The result is a freehold market value for the asset including “transfer 

taxes” (i.e. total cost of the property including all fees). 

Capitalisation rates range from 6.25% to 7.30% and were 

determined on the basis of: 

• the nature of the property rights to be assessed, and the asset’s 

profi le; 

• investment climate, in particular for this asset class; 

• specifi c characteristics of each asset via a capitalisation rate that 

refl ects its characteristics in terms of location, site and quality. 

SENSITIVITY ANALYSIS 

The market value of the real estate assets was calculated by varying 

yields by 0.1 points for the Haussmann-style and hotel properties. 

The sensitivity of the market value of the real estate assets assessed 

using the income method is as follows: 

Change in yield 

Impact on value 

-0.20% -0.10% 0.10% 0.20% 

Haussmann-style properties 4.50% 2.20% -2.20% -4.20% 

B&B Hotels 3.00% 1.50% -1.50% -2.90% 

Non-current fi nancial assets 

Amount as of 

Amount as of 



Liquidity contract 597 306 - 903 

Other loans 101 13 - 114 

Deposits & securities 371 - (355) 16 

GROSS TOTAL 1,069 319 (355) 1,033 

Provisions for the liquidity contract (67) - 30 (37) 

Provisions for other loans 0 - - 0 

Provisions for deposits & securities (7) - - (7) 

NET TOTAL 995 319 (325) 989 

In 2005, a liquidity contract was arranged for the ANF stock. This contract is managed by Rothschild bank. 

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Note 2 Receivables maturity schedule 

(€ thousands) Amount as of 




< one year > one year 

Trade receivables 3,325 3,325 - 

Other receivables 9,436 9,436 - 

GROSS TOTAL 12,761 12,761 - 

Provision 1,423 1,423 - 

NET TOTAL 11,338 11,338 - 

Note 3 Debt maturity schedule at end of period 



< one year > one year 

Bank borrowings 452,450 2,106 450,344 

Payables to fi xed-asset suppliers 9,679 9,679 - 

Trade payables 3,055 3,055 - 

Tax and corporate liabilities 16,798 16,798 - 

Advance tenant payments 3,589 3,589 - 

Other payables 857 857 - 

TOTAL 486,428 36,084 450,344 

Note 4 Cash and cash equivalents 


Money market funds and investment securities 27,649 8,446 

Current bank accounts 2,481 3,152 

Gross liquid assets and investment securities 30,130 11,598 

Bank overdrafts 0 (183) 

Bank interest payable (261) (30) 

Net liquid assets and investment securities 29,869 11,385 

Note 5 Accrual accounts – assets 

Prepaid expenses include subscriptions, insurance, fi nance lease payments, fees and other expenses involving future periods. 

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140 



Note 6 Accrual accounts – liabilities 

Prepaid income includes €485,000 in rental and service charge payments for the coming months, half-yearly lease payments being invoiced 

on April 1 and October 1 and €558,000 in front-end fees recognised in income over the minimum lease term. 

Note 7 Contingency and loss provision 

Gross amounts 



Amount as of 

12/31/2008 Increase Decrease 

Amount as of 


Provision for long-service awards 48 - - 48 

Provision for supplementary post-employment benefi ts 10 - - 10 

Provision for pensions - - - - 

Other contingency provisions 43 - - 43 

TOTAL 101 - - 101 

Current liabilities 43 - - 43 

Non-current liabilities 58 - - 58 

Reversals of provisions relating to provisions used or that no longer 

serve any purpose. 

The contingency provision is for the risk of non-recovery of a 

property tax refund following the sale of a property. 

The most signifi cant ongoing disputes are as follows: 

1) Chief Operating Offi cer and Real Estate Director 

Legal action is currently underway following the removal and 

dismissal in April 2006 of ANF’s Chief Operating Offi cer and Real 

Estate Director: 

• the dismissed employees have fi led claims with the Paris 

Employment Tribunal for €4.6 million in the case of the former 

Chief Operating Offi cer (€3.4 million vis-à-vis ANF and €1.2 million 

vis-à-vis Eurazeo) and €1 million in the case of the former Real 

Estate Director; 

• similarly, a commercial suit against ANF has been lodged with the 

Paris Commercial Court by the former Chief Operating Offi cer as 

former corporate offi cer; 

• a suit has also been lodged with the same court by a former 

supplier. 

Prior to the bringing of these employment and commercial suits, 

ANF had, in connection with criminal proceedings, brought a civil 

action for damages before the Marseilles examining magistrate 

regarding alleged acts committed by the aforementioned former 

supplier and by its two former offi cers and others. 

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A criminal investigation is underway and letters rogatory have been 

provided to the Marseilles Criminal Investigation Bureau. ANF’s 

former Chief Operating Offi cer and Real Estate Director have been 

interviewed under caution and placed under judicial supervision. 

The same is true for the former supplier who was on remand for a 

number of months. 

The Examining Chamber of the Aix en Provence Appeal Court 

handed down a ruling on March 4, 2009 confi rming the formal 

examination of ANF’s former Chief Operating Offi cer and hence the 

existence of serious and corroborating evidence against him with 

regard to the claimed misuse of corporate assets to the detriment 

of ANF. 

Given the close connection between the criminal and labour 

aspects of this case, the Paris Employment Tribunal agreed to a 

stay of proceedings at its February 5, 2010 hearing. 

Similarly, given the close connection between the criminal and 

labour aspects of the case as well as the formal examination of 

ANF’s former Real Estate Director, a stay of proceedings was 

sought and granted by the Employment Tribunal. 

In addition, prior to the aforementioned stay of proceedings, a ruling 

was handed down on February 9, 2007 by the Paris Employment 

Tribunal in which it jointly ordered Eurazeo and ANF to pay ANF’s 

former Chief Operating Offi cer the sum of €50,000 in respect of the 

variable bonus he sought. 

Moreover, like the Employment Tribunal, in a ruling handed down 

on September 25, 2007, the Paris Commercial Court issued a stay 

of proceedings in respect of the case brought before the court by 


ANF’s former Chief Operating Offi cer, pending a decision by the 

Marseilles District Court. 

2) TPH – Toti proceedings 

Representing Eurazeo, ANF entered into an agreement with Philippe 

Toti, a private entrepreneur (TPH), with regard to the renovation of 

part of its real estate assets in Marseilles. 

At the same time as fi ling criminal proceedings with the Marseilles 

examining magistrate, directed in particular against the former 

supplier for receiving stolen goods and aiding and abetting, ANF 

established that the latter was not employing the material and 

human resources required to meet its contractual obligations. 

At ANF’s request, a bailiff has confi rmed that work has been 

abandoned. 

On June 14, 2006, ANF was granted an emergency injunction 

against the former supplier by the President of the Marseilles District 

Court. This injunction sought to have a court expert appointed to 

assess the state of progress of the work, prepare accounts between 

the parties and assess the damage suffered by ANF. An order of 

June 20, 2006 appointed an expert for this purpose. 

On June 19, 2006, following the confi rmation that work had been 

abandoned, ANF cancelled the works contracts entered into with 

the former supplier. 

Based on the conclusions of the expert report submitted on 

October 30, 2007, the balance in favour of ANF is €500,004.63. 

Note 8 Treasury shares 



The liquidator of the former supplier and the former supplier also 

issued a writ against ANF before the Paris Commercial Court on 

February 16, 2007. 

The purpose of this writ was to have the allegedly improper nature of 

the termination of the contracts entered into with ANF recognised. 

The writ also sought compensation for the former supplier as a 

private entrepreneur and personally for the damage resulting from 

this termination. 

ANF sought a stay of proceedings or an adjourning of the case 

pending a fi nal decision on the criminal proceedings (Marseilles 

District Court), on the basis of the civil suit for damages brought 

by ANF for misuse of corporate assets and receiving stolen goods. 

In a decision handed down on November 26, 2009, the President 

of the Paris Commercial Court granted the stay of proceedings 

pending a decision in the criminal case. 

Accordingly, the Paris Commercial Court shall not be called upon 

to examine the admissibility and grounds for the claim lodged 

by Mr TOTI and the liquidator of TPH until after the fi nal criminal 

decision has been handed down on the events surrounding ANF’s 

suit. 

No provision has been recorded in the Company’s fi nancial 

statements for these disputes. 

To the best of the Company’s knowledge, there are no other 

government, court or arbitration proceedings pending or threatened 

that might have or over the past six months have had a material 

effect on the Company’s fi nancial position or profi tability. 


Shares deducted from shareholders’ equity 4,261 4,261 

Number of shares 109,835 109,835 

TOTAL NUMBER OF SHARES 26,070,846 24,956,675 

% treasury shares 0.42% 0.44% 

Note 9 Financial instruments 

The ANF Group is exposed to interest rate risk. Management 

actively manages this risk exposure. The Group uses a number 

of fi nancial derivatives to address this. The goal is to reduce, 

wherever deemed appropriate, fl uctuations in cash fl ows as a result 

of changes in interest rates. The Group does not engage in any 

fi nancial transaction, the risk of which cannot be quantifi ed when 

entered into. 

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ANF has undertaken to comply with the following minimum risk-free 

rate hedging commitments: 

• Calyon: 50% of the debt hedged at fi xed rates; 

• Natixis: 80% of the debt hedged at fi xed rates; 

• Société Générale: 100% of the debt hedged at fi xed rates. 


141 


142 



To this end, the ANF Group has arranged twenty-fi ve interest rate hedging contracts to swap 3-month or 1-month Euribor variable rates for 

fi xed rates. The table below sets out the impact of the interest rate derivatives on the ANF consolidated fi nancial statements: 

Effective 

date 

Maturity 

date 


Fixed rate 

paid (€ thousands) Nominal 

07/24/2006 07/24/2012 3.9450% 3-month Euribor 

swap/3.945% 

12/15/2006 12/15/2012 3.9800% 3-month Euribor 

swap/3.980% 

10/31/2007 12/31/2014 4.4625% 3-month Euribor 

swap/4.4625% 

04/11/2008 03/31/2015 4.2775% 3-month Euribor 

swap/4.2775% 

08/20/2007 06/30/2014 4.4550% 3-month Euribor 

swap/4.455% 

09/28/2007 12/31/2014 4.5450% 3-month Euribor 

swap/4.5450% 

10/31/2007 12/30/2014 4.3490% 3-month Euribor 

swap/4.3490% 

06/16/2008 12/31/2014 4.8350% 3-month Euribor 

swap/4.8350% 

08/04/2008 06/30/2014 4.7200% 3-month Euribor 

swap/4.72% 

08/11/2008 06/30/2014 4.5100% 3-month Euribor 

swap/4.51% 

08/11/2008 06/30/2014 4.5100% 3-month Euribor 

swap/4.51% 

10/08/2008 06/30/2014 4.2000% 3-month Euribor 

swap/4.2% 

10/10/2008 06/30/2014 4.1000% 3-month Euribor 

swap/4.1% 

11/14/2008 06/30/2014 3.6000% 3-month Euribor 

swap/3.6% 

12/24/2008 06/30/2014 3.1900% 3-month Euribor 

swap/3.19% 

07/01/2008 12/31/2014 4.8075% 3-month Euribor 

swap/4.8075% 

08/11/2008 12/30/2014 4.5090% 3-month Euribor 

swap/4.509% 

08/11/2008 12/30/2014 4.5040% 3-month Euribor 

swap/4.504% 

10/06/2008 12/31/2014 4.3500% 3-month Euribor 

swap/4.35% 

12/23/2008 12/31/2014 3.2500% 3-month Euribor 

swap/3.25% 

02/06/2009 12/31/2014 2.9700% 1-month Euribor 

swap/2.97% 


swap/2.68% 


swap/2.88% 

01/04/2010 06/30/2014 2.3580% 3-month Euribor 

swap/2.358% 

01/04/2010 12/31/2014 2.4750% 3-month Euribor 

swap/2.475% 

TOTAL DERIVATIVES ELIGIBLE 

FOR HEDGE ACCOUNTING 

Asset fair 

value as of 


Liability 

fair value 

as of 


Changes in 

fair value Impact on 

over the fi nancial 

fi scal year income 

Impact on 

shareholders’ 

equity 

22,000 (1,118) (428) 46 (474) 

28,000 (1,558) (1,122) (9) (1,113) 

65,000 (5,695) (1,543) 159 (1,702) 

11,000 (891) (287) 115 (402) 

18,000 (1,525) (427) 32 (459) 

65,000 (5,944) (1,496) 491 (1,987) 

14,000 (1,153) (341) (8) (333) 

6,700 (716) (106) 1 (107) 

10,000 (963) (184) 24 (208) 

28,000 (2,440) (581) (4) (577) 

10,000 (871) (206) (13) (193) 

9,500 (701) (246) (19) (227) 

12,800 (889) (351) (142) (209) 

5,700 (271) (179) (7) (172) 

6,350 (190) (218) 9 (227) 

2,300 (243) (48) (13) (35) 

28,000 (2,550) (691) (4) (687) 

10,167 (924) (248) 0 (248) 

5,046 (422) (125) 70 (195) 

5,821 (180) (193) (10) (183) 

3,300 (59) (59) 17 (76) 

11,700 (90) (90) 25 (115) 

11,435 (151) (151) 22 (174) 

23,900 150 150 120 30 

19,861 126 126 0 126 

433,579 276 (29,546) (9,046) 902 (9,948) 

The fi nancial derivatives were measured by discounting the estimated future cash fl ows on the basis of the yield curve as 

of December 31, 2009. 

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Note 10 Covenants 

With respect to loans and credit lines, ANF has made certain 

undertakings including complying with the following Financial 

Ratios: 

Interest Cover Ratio 

The Interest Cover Ratio must be two (2) or above from the fi rst Test 

Date, and for as long as sums remain due under the Agreement. 

The Interest Cover Ratio is calculated quarterly at each Test Date 

(i) for Interest Cover Ratios at December 31, each year, on the 

basis of the certifi ed annual fi nancial statements (consolidated, 

if the Borrower is required to prepare consolidated fi nancial 

statements) or (ii) for Interest Cover Ratios at June 30, each year, on 

the basis of the Borrower’s unaudited interim fi nancial statements 

(consolidated, if the Borrower is required to prepare consolidated 

fi nancial statements) or (iii) for Interest Cover Ratios at March 31, 



and September 30, each year, on the basis of a provisional quarterly 

accounting close. 

“Interest Cover Ratio” denotes the ratio of Gross Operating 

Income to Net Financial Expense for an Interest Period. 

Loan to Value Ratio 

The Loan to Value Ratio must be 50% (fi fty percent) or lower from 

the fi rst Test Date, and for as long as sums remain due under the 

Agreement. 

The Loan to Value Ratio is calculated every six months on each Test 

Date, on the basis of the certifi ed annual fi nancial statements or 

unaudited interim fi nancial statements. 

“Loan to Value Ratio” denotes the ratio of Net Debt to the Appraisal 

Value of Real Estate Assets. 

For the loan provided by Calyon this ratio is also calculated on the Haussmann-style properties, excluding the B&B hotel properties. 

Interest Cover Ratio (gross operating income/net fi nancial 

expense) 

Loan to Value Ratio (net debt/appraisal value of real estate 

assets) 

All of the undertakings agreed to by ANF with respect to its loan agreements are satisfi ed. 

Note 11 Off-balance sheet commitments 

Commitments received 

Standard Test frequency Ratios as of 


Ratios as of 

12/31/2008 

Minimum 2 Quarterly 3.3 3.3 

Maximum 50% Six-monthly 28.1% 24.2% 

The current off-balance sheet commitments received by ANF, relate to credit facilities unused at the balance sheet date and can be summarised 

as follows: 

Commitments received (€ thousands) 12/31/2009 12/31/2008 

Guarantees and deposits received 2,213 1,063 

Other commitments received 103,567 166,849 

TOTAL 105,780 167,912 

The main commitments are as follows: 

• ANF arranged a number of credit facilities, in respect of which the 

unused credit lines amount to €94.6 million; 

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Contents 

• The B&B Hotels Group provided ANF with a joint and several 

guarantee covering the payment of the rent. 


143 


144 



Commitments given 

Current off-balance sheet commitments given by ANF can be summarised as follows: 

Commitments given (€ thousands) 12/31/2009 12/31/2008 

Pledges, mortgages and collateral 254,876 222,474 

Guarantees and deposits given 7,633 333 

Other commitments given 11,244 18,625 

TOTAL 273,753 241,432 


• Since 2003, ANF has regularly received requests for renovation of 

the façades of various parts of its real estate assets from the City 

of Lyons and the City of Marseilles. Given the scale of the façades 

requiring work and the time needed to arrange and carry it out, 

it has been staggered over a number of years, in agreement with 

the cities of Lyons and Marseilles. The total cost of the work still 

to be done was estimated at €6.6 million at December 31, 2009; 

• The following guarantees have been given in return for the 

€250 million seven-year loan from a bank syndicate led by 

CALYON: 

• a pledge over bank current accounts, 

• “Dailly” sale of building insurance premiums; 

Note 12 Changes to the share capital and shareholders’ equity 

Noting the election by 80.32% of shareholders for a stock dividend, 

the Executive Board meeting of June 24, 2009 recorded the 

issue of 1,054,907 new shares issued at a unit price of €24.59, 

representing a capital increase of €1,057,907 and an issue premium 

of €24,885,256. 

The Executive Board meeting of July 27, 2009 noted that the threeyear 

vesting period provided for in the 2006 bonus share plan 

had expired on July 24, 2009 and that 59,264 new shares should 

Note 13 Deferred tax assets and liabilities 

There are no deferred tax assets or liabilities. 


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• The following guarantees have been given by ANF in return for 

the €213 million seven-year loan and the establishment of a 

€75 million credit line from a bank syndicate led by Natixis: 

• mortgage securities on the buildings fi nanced (lender’s lien and 

mortgage charges), 

• Dailly sale of receivables relating to any ANF income from 

the properties (particularly rents, insurance compensation for 

“loss of rent”, hedging contract, rights to property conveyance 

deeds). 

In respect of the €250 million and €213 million loans and the 

establishment of the €75 million credit line, ANF undertook to 

comply with the Financial Ratios described in Note 10. 

accordingly be issued. These new shares were issued at a unit price 

of €1, resulting in a capital increase of €59,264, deducted from the 

reserves. 

Under Article 6 of the Articles of Association, the share capital is set 

at twenty-six million seventy thousand eight hundred and forty-six 

euros (€26,070,846). It is comprised of twenty-six million seventy 

thousand eight hundred and forty-six (26,070,846) shares of one 

euro each, fully paid up and all of the same class. 


Note 14 Associates 



(€ thousands) Eurazeo B&B Hotels 

Investment during the year - 34,830 

Trade receivables - 300 

Other receivables 23 - 

Trade payables 1,033 - 

Other liabilities - 66 

Revenues: rental income - 30,938 

Other income from operations - 309 

Other operating expenses 212 - 

Employee benefi ts expenses 954 - 

Other management expenses 35 - 

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146 



Note 15 Breakdown of income statement and segment reporting 

Primary segment reporting is business-related, inasmuch as it represents the group’s management structure and is presented on the basis of 

the following business segments: 

• Rental of Haussmann-style properties; 

• Hotel property rental. 

Secondary segment reporting is by geographic region: 

• Lyons region; 

• Marseilles region. 

(€ thousands) 12/31/2009 B&B Hotels 

Haussmannstyle 

properties Lyons Marseilles 

Revenues: rental income 65,060 30,938 34,122 15,963 18,159 

Other operating income 6,399 2,341 4,058 1,327 2,731 

Total operating income 71,459 33,279 38,180 17,290 20,890 

Property expenses (9,759) (2,023) (7,736) (2,258) (5,478) 

Other operating expenses (848) - (848) (442) (406) 

Total operating expenses (10,607) (2,023) (8,584) (2,700) (5,884) 

Net operating income from property 60,852 31,256 29,596 14,590 15,006 

Income from disposal of inventory - - - - - 

Capital gain (losses) from disposal of assets 2,150 - 2,150 911 1,239 

Net operating income from property 

after disposals 

63,002 31,256 31,746 15,501 16,245 

Employee benefi ts expenses (7,222) (1,444) (5,778) (1,950) (3,828) 

Other management expenses (3,696) (877) (2,819) (951) (1,868) 

Other income 1,906 - 1,906 434 1,472 

Other expenses (458) (29) (429) (90) (339) 

Depreciation & amortisation (333) (67) (266) (90) (176) 

Other operating provisions (net of reversals) (475) - (475) (116) (359) 

Net o perating income (before changes 

in fair value of property) 


52,724 28,839 23,885 12,738 11,146 

Changes in fair value of property (89,478) (25,134) (64,344) (21,360) (42,984) 

Net o perating income (after changes 

in fair value of property) 

(36,754) 3,705 (40,459) (8,622) (31,838) 

Net fi nancial expense (16,152) (9,868) (6,284) (2,121) (4,163) 

Financial amortisation and provisions 29 6 23 8 15 

Changes in fair value of fi nancial instruments 902 725 177 115 62 

Discounting of receivables and liabilities - - - - - 

Share of income from entities accounted for by the 

equity method (pending consolidation of SGIL) 

(100) - (100) - (100) 

Net i ncome before tax (52,075) (5,431) (46,643) (10,620) (36,024) 

Current taxes (1,902) - (1,902) (1,897) (5) 

Exit tax - - - - - 

Deferred taxes - - - - - 

Consolidated net income (53,977) (5,431) (48,545) (12,517) (36,029) 

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Note 16 Earnings per share 



(€ thousands) 12/2009 12/2008 

Net income for basic earnings per share calculation (53,977) 69,203 

Net income for diluted earnings per share calculation (53,977) 69,203 

Number of ordinary shares at the balance sheet date for basic earnings per share calculation 26,070,846 24,956,675 

Weighted average number of ordinary shares for basic earnings per share calculation 25,513,761 23,880,501 

Stock options for diluted earnings per share calculation 

Number of diluted ordinary shares 26,070,846 24,956,675 

Weighted average number of diluted ordinary shares 

(€) 

25,513,761 23,880,501 

Basic earnings per share (2.07) 2.77 

Diluted earnings per share (2.07) 2.77 

Weighted basic earnings per share (2.12) 2.90 

Weighted diluted earnings per share (2.12) 2.90 

Note 17 NAV per share 

The NAV is calculated by dividing the Company’s consolidated shareholders’ equity by the number of shares, and by the number of shares 

excluding treasury stock. 

(€ thousands) 12/2009 12/2008 restated* 12/2008 published 

Capital and consolidated reserves 1,029,574 1,099,046 1,099,046 

Fair value adjustment of operating property 1,833 2,052 2,052 

Net asset value 1,031,407 1,101,098 1,101,098 

Total number of shares 26,070,846 26,011,582 24,956,675 

Treasury shares (109,835) (109,835) (109,835) 

Total shares excluding treasury shares 25,961,011 25,901,747 24,846,840 

NAV PER SHARE EXCLUDING TREASURY SHARES (€) 39.73 42.51 44.32 

* Adjusted for the stock dividend. 

Net of the impact of the fair value adjustment of hedging instruments, the NAV per share excluding treasury shares amounted to €40.9 

compared to €43.3 at December 31, 2008. 

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147 


148 



Note 18 Cash fl ow per share 


Operating income before changes in fair value of property 52,724 43,386 

Depreciation & amortisation 333 159 

Other operating provisions (net of reversals) 475 12 

Income from disposal of assets (2,150) 24 

Operating income before depreciation, amortisation 

and provisions and gain (loss) on disposal 


51,382 43,581 

Cancellation IFRS 2 impact (stock options) (charged to employee benefi ts expenses) 847 967 

Subtotal 52,229 44,548 

Net fi nancial expense (16,152) (13,073) 

Current cash fl ow before tax 36,077 31,475 

Average number of shares at opening 24,956,675 23,768,262 

Average number of shares during fi scal year 25,513,761 23,880,501 

CURRENT CASH FLOW PER SHARE 1.41 1.32 

CURRENT CASH FLOW BEFORE TAX 

AND AFTER GAIN (LOSS) ON ASSET DISPOSALS 

38,227 31,451 

CURRENT CASH FLOW AFTER GAIN (LOSS) ON ASSET DISPOSAL PER SHARE 1.50 1.32 

Note 19 Tax calculation 

(€ thousands) 12/2009 12/2008 

Current taxes (1,902) 719 

Deferred taxes - 13,793 

TOTAL (1,902) 14,512 

Net income after minority interests (53,977) 69,203 

Income tax adjustment 1,902 (1,577) 

Income before tax (52,075) 67,626 

SIIC regime income (exempt) 37,043 37,538 

SIIC regime fair value adjustment (89,478) 30,088 

Unrealised gains taxed at reduced rate 9,057 

TAX BASE 360 - 

Current tax rate in France 34.43% 34.43% 

Reduced rate 19.63% 

Expected theoretical tax 1,902 - 

TAX EXPENSE FOR YEAR 1,902 - 

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Contents 


Note 20 Interest rate risk exposure 

(€ thousands) Amount 

12/2009 

Repayments < 

1 year 


Amount 

12/2010 


Repayments 

1-5 years 

Amount 

12/2014 

Repayments 

> 5 years 

Fixed rate debt 10,887 (566) 10,321 (2,832) 7,489 (7,489) 

Bank borrowings 10,887 (566) 10,321 (2,832) 7,489 (7,489) 

Variable rate debt 441,563 (1,540) 440,023 (429,575) 10,448 (10,448) 

Loans at variable and revisable rates 433,774 (149) 433,625 (423,177) 10,448 (10,448) 

Finance leases 7,528 (1,130) 6,398 (6,398) - - 

Bank overdrafts - - - - - - 

Accrued interest 261 (261) - - - 

Gross debt 452,450 (2,106) 450,344 (432,407) 17,937 (17,937) 

Cash 30,130 (30,130) - - - - 

Mutual funds and investments 27,649 (27,649) - - - - 

Liquid assets 2,481 (2,481) - - - - 

NET DEBT 422,320 28,024 450,344 (432,407) 17,937 (17,937) 

Fixed rate 10,887 (566) 10,321 (2,832) 7,489 (7,489) 

Variable rate 411,433 28,590 440,023 (429,575) 10,448 (10,448) 

Derivatives portfolio as 

of December 31, 2009 

433,579 - - - - - 

Fixed for variable rate swaps 433,579 - - - - - 

Note 21 Credit risk 

(€ millions) 

Counterparty 


Credit limit 


Balance 

12/2008 

Credit limit 

12/2008 

Balance 

Calyon, BECM, Sté Générale, HSBC 250 186 250 150 

Natixis, BECM, Sté Générale 257 237 257 202 

Bonnasse Lyonnaise de Banque 6 - 3 - 

Banque Martin Maurel 6 1 - - 

Note 22 Headcount 

Headcount as of 12/31/2009 Male Female Total 

Executives 18 9 27 

Employees 9 17 26 

TOTAL 27 26 53 

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Contents 


149 


150 


Statutory Auditors’ Report on the consolidated fi nancial statements 

Statutory Auditors’ Report on the consolidated 

financial statements 




75008 Paris 

Dear shareholders, 

In carrying out the responsibilities entrusted to us by your Shareholders’ Meeting, we hereby present our report on the fi scal year ended 

December 31, 2009 on: 

• the audit of the accompanying ANF consolidated fi nancial statements; 

• the basis for our assessment; 

• the specifi c checks and disclosures required by law. 

The consolidated fi nancial statements were approved by the Executive Board. It is our duty to express an opinion on these fi nancial statements 

on the basis of our audit. 

I – Opinion on the consolidated fi nancial statements 

We carried out our audit in accordance with professional standards applicable in France. These standards require us to carry out the audit in 

such a manner as to obtain reasonable assurance that the consolidated fi nancial statements do not contain any material misstatements. An 

audit consists of checking, by sampling or other means of selection, the items underlying the amounts and information in the consolidated 

fi nancial statements. It also consists of assessing the accounting policies applied, the material estimates used and the overall presentation of 

the fi nancial statements. We consider that the audit evidence we obtained provides a suffi cient and appropriate basis for our opinion. 

We certify that the consolidated fi nancial statements are, with respect to the IFRS accounting basis as adopted by the European Union, 

reasonable and accurate and that they give a true and fair view of the assets and liabilities, fi nancial position and earnings of the Group 

consisting of the companies and entities within the scope of consolidation. 

Without qualifying the above opinion, we would draw attention to Note 2.4 “Consolidation principles and methods” which sets out the nonmaterial 

impact of the new standards mandatory from January 1, 2009. 

II – Basis for our assessment 

The economic crisis that continued throughout 2009 impacted companies in a number of ways. The accounting estimates used to prepare 

the fi nancial statements at December 31, 2009 were drawn up against this diffi cult background as regards assessing the economic outlook. 

Against this background, and in accordance with Article L. 823-9 of the French Commercial Code on the basis for our assessment, we would 

draw attention to the following matters: 

• as indicated in Note 2.4.5 a) “Investment property (IAS 40)”, the real estate assets are appraised at each balance sheet date by two 

independent real estate appraisers the manner described in Note 1 “Non-current assets” of Note 3 on additional information. Our work 

primarily consisted of reviewing the information and assumptions used as well as the resulting valuations. We also satisfi ed ourselves that 

the fair value of the investment property as presented in the consolidated balance sheet was determined on the basis of these appraisals; 

• as indicated in Note 2.4.11 “Financial instruments (IAS 39)”, the ANF Group has recourse to fi nancial instruments recognised at fair value in 

the consolidated balance sheet. In order to determine this fair value, the Group uses measurement methods based on market criteria. We 

assessed the information and assumptions underlying these estimates and reviewed the calculations performed by the Group. 

The above assessments were made in the course of our audit of the consolidated fi nancial statements, as a whole, and thereby contributed 

to forming our opinion expressed in the fi rst part of this report. 


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Contents 


III – Specifi c checks and disclosures 


Statutory Auditors’ Report on the consolidated fi nancial statements 

In accordance with professional standards applicable in France, we also carried out the specifi c check provided for by law with regard to the 

disclosures set out in the report on group management. 

We have no qualifi cations to make regarding their fairness and consistency with the consolidated fi nancial statements. 



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Contents 


151 


152 



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Contents 


ANNUAL FINANCIAL 

STATEMENTS 

Pursuant to Article 28 of European Commission Regulation (EC) No 809/2004 the following are included by reference in this 

Registration Document: 

• the ANF annual fi nancial statements for the fi scal year 

ended December 31, 2008, along with the related 

Statutory Auditors’ Report, included in Section IV on 

pages 166 to 185 and 186 to 187 of the Registration 

Document fi led with the AMF on April 30, 2009 under 

number R. 09-041, and 

ANNUAL FINANCIAL STATEMENTS 

FOR THE FISCAL YEAR ENDED 

DECEMBER 31, 2009 154 

Balance sheet at December 31, 2009 – Assets 

Balance sheet at December 31, 2009 – 

154 

Total liabilities and equity 155 

Income statement 156 

NOTES TO THE FINANCIAL 

STATEMENTS 157 

Highlights of the fiscal year 157 

− Acquisitions and investments 157 

− Disposals 157 

− Financing 158 

− Tax 158 

Change in accounting methods 158 

Events after the balance sheet date 158 

Accounting policies and methods 158 

− Intangible assets 158 

− Property, plant and equipment 158 

− Haussmann-style properties 158 

− Hotel properties 159 

− Legal revaluation 159 

− Changes in fair value of property 159 

− Equity holdings 159 

� 

• the ANF annual fi nancial statements for the fi scal year 

ended December 31, 2007, along with the related 

Statutory Auditors’ Report, included in Section IV on 

pages 178 to 197 and 198 to 199 of the Registration 

Document fi led with the AMF on April 25, 2008 under 

number R. 08-034. 

− Trade receivables 159 

− Consolidating company 159 

Additional information 160 

STATUTORY AUDITORS’ REPORT 

ON THE ANNUAL 

FINANCIAL STATEMENTS 178 

I – Opinion on the annual financial statements 178 

II – Basis for our assessment 178 

III – Specific checks and disclosures 179 


BUSINESS 

THE OF 

Contents 



154 


Annual fi nancial statements for the fi scal year ended December 31, 2009 

Annual financial statements for the fiscal year 

ended December 31, 2009 

Balance sheet at December 31, 2009 – Assets 

Assets (€) Note Gross amount 


Depreciation, 

amortisation 

& provisions 12/31/2009 12/31/2008 


Intangible assets 

Concessions, patents and similar rights 1 23,846,361 540,380 23,305,981 31,562,901 

Intangible assets in progress 

Property, plant and equipment 

- - - - 

• Land 1 379,260,965 - 379,260,965 376,173,616 

• Buildings, fi xtures & fi ttings 1 738,766,786 110,491,353 628,275,433 580,135,255 

• Other property, plant and equipment 1 1,094,232 774,650 319,582 328,642 

• Property, plant and equipment in progress 


1 94,948,847 - 94,948,847 102,469,948 

Investments 1 & 19 1,340,568 - 1,340,568 1,340,118 

Other non-current fi nancial assets 1 & 19 1,032,630 44,173 988,457 994,894 

TOTAL I 1,240,290,389 111,850,556 1,128,439,834 1,093,005,373 


Operating receivables 

Advance payments on orders 2, 3 & 4 361,144 - 361,144 150,634 

Trade receivables 2, 3 & 4 3,311,265 1,417,301 1,893,964 2,267,374 

Other receivables 2, 3 & 4 15,138,722 - 15,138,722 3,745,987 

Investment securities 5 20,511,291 852,081 19,659,210 11,055,124 

Liquid assets 2,443,903 - 2,443,903 3,084,724 

Accrual accounts – assets 

Prepaid expenses 6 160,189 - 160,189 307,347 

TOTAL II 41,926,514 2,269,382 39,657,133 20,611,189 

GRAND TOTAL (I + II) 1,282,216,904 114,119,937 1,168,096,966 1,113,616,562 

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Contents 


Balance sheet at December 31, 2009 – 

Total liabilities and equity 



Total liabilities and equity (€) Note 12/31/2009 12/31/2008 


Capital stock 7 & 8 26,070,846 24,956,675 

Other paid-in capital 8 323,899,942 320,798,603 

Legal reserve 8 2,473,497 1,663,778 

Regulatory reserves 8 319,657,244 321,861,238 

Other reserves - - 

Retained earnings 8 146,308 3,732,712 

Net income for the year 8 16,000,307 5,592,039 

Investment grants 2,009,747 1,595,414 

TOTAL I 690,257,892 680,200,459 

Contingency and loss provisions 9 101,710 101,710 

TOTAL II 101,710 101,710 

Liabilities 

Debt 

Bank borrowings 10 & 11 444,659,968 375,010,463 

Accrued interest and liabilities on investments 10 & 11 261,781 292,460 

Other debt and liabilities 10 & 11 3,585,418 3,606,742 

Advance tenant payments 

Operating liabilities 

10 & 11 181,193 198,656 

Payables to fi xed-asset suppliers 10 & 11 9,759,278 12,018,174 

Trade payables 10 & 11 2,697,755 3,220,586 

Tax and corporate liabilities 10 & 11 14,970,960 36,161,642 

Other payables 10 & 11 578,158 1,426,560 

TOTAL III 476,694,510 431,935,283 

Accrual accounts – liabilities 

Prepaid income 12 1,042,856 1,379,110 

TOTAL IV 1,042,856 1,379,110 

GRAND TOTAL (I TO IV) 1,168,096,966 1,113,616,562 

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Contents 


155 


156 




Income statement (€) 12/31/2009 12/31/2008 

Revenues (rental income) 64,550,925 58,520,353 

Other income (expenses invoiced, grants, etc.) 8,161,935 7,478,628 

Total I 72,712,860 65,998,981 

External purchases and expenses (9,665,377) (10,148,818) 

Taxes (5,832,548) (5,322,932) 

Employee expenses (6,420,561) (6,608,068) 

Other operating expenses (416,759) - 

Depreciation, amortisation & provisions 

Depreciation and amortisation of non-current assets (29,105,650) (23,618,004) 

Depreciation of for current assets (469,379) (158,464) 

Contingency and loss provisions - 7,794 

Total II 51,910,274 45,848,492 

NET OPERATING INCOME (I – II) 20,802,586 20,150,489 

Net financial expense 

Financial income 6,930,420 829,111 

Financial expenses 

Extraordinary items 

(15,524,765) (14,956,084) 

Extraordinary income 52,509,845 270,278 

Extraordinary expenses (48,702,420) (1,420,431) 

Income tax (15,360) 718,675 

Total III (4,802,280) (14,558,451) 

PROFIT OR LOSS (I – II + III) 16,000,307 5,592,038 


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Contents 


Notes to the financial statements 

Detailled contents 

HIGHLIGHTS OF THE FISCAL YEAR 157 

Acquisitions and investments 157 

Disposals 157 

Financing 158 

Tax 158 

CHANGE IN ACCOUNTING METHODS 158 

EVENTS AFTER THE BALANCE SHEET DATE 158 

ACCOUNTING POLICIES AND METHODS 158 

Intangible assets 158 

Property, plant and equipment 158 

Haussmann-style properties 158 

Hotel properties 159 

Legal revaluation 159 

Changes in fair value of property 159 

Equity holdings 159 

Trade receivables 159 

Consolidating company 159 

Highlights of the fi scal year 

Acquisitions and investments 

The Company continued to invest in renovating its real estate assets 

and in developments in Lyons and Marseilles. The total amount 

invested in this regard in 2009 was €65.7 million. These investments 

were partly fi nanced via the credit line arranged in July 2007 with 

a banking syndicate led by Calyon. As of December 31, 2009, a 

nominal amount of €186 million had been drawn down. 

Plots located within Euromediterranée in Marseilles were transferred 

to the Ambroise Paré association, which plans to build a new hospital 

there merging the Ambroise Paré and Desbief hospital facilities. In 

exchange, we acquired a plot on which the current Desbief hospital 

is located where, upon completion of the aforementioned merger, 

we will build a 26,000 m2 property containing offi ce, retail and 

residential units. 

As part of its partnership with B&B, ANF acquired fi ve hotels, 

located in Valenciennes, Lille, Arras, Saint-Denis and Bourges, for a 


Notes to the fi nancial statements 

ADDITIONAL INFORMATION 160 

Note 1 Non-current assets 160 

Note 2 Receivables maturity schedule 163 

Note 3 Accrued income 163 

Note 4 Provisions for assets 164 

Note 5 Investment securities 164 

Note 6 Accrual accounts – assets 164 

Note 7 Share capital 164 

Note 8 Change in shareholder’s equity 165 

Note 9 Contingency and loss provisions 165 

Note 10 Debt maturity schedule 167 

Note 11 Accrued expenses 167 

Note 12 Accrual accounts – liabilities 167 

Note 13 Off-balance sheet commitments 168 

Note 14 Covenants 169 

Note 15 Interest rate risk 170 

Note 16 Headcount 171 

Note 17 Executive compensation 171 

Note 18 Share-based payment 172 

Note 19 Subsidiaries and investments 176 

Note 20 Associates 176 

Note 21 Revenues 176 

Note 22 Extraordinary items 177 

Note 23 Sources and uses of funds 177 

total of €21.5 million and invested €13.9 million in renovation. These 

investments were fully fi nanced via the credit line arranged with a 

banking syndicate led by Natixis. 

Disposals 

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Contents 

ANF continued its asset disposal programme and during the fi scal 

year sold two property complexes in Lyons and three properties plus 

a number of apartments in Marseilles, for a total of €29.1 million. 

As part of the aforementioned swap, ANF transferred plots to the 

Ambroise Paré association. 

Continuing the development of the Fauchier project, ANF agreed 

an off-plan sale with the City of Marseilles for a portion of the offi ce 

buildings. SCCV 1-3 rue d’Hozier took over the building plot and 

the various costs incurred by ANF in respect of the residential 

component of this project. 


157 


158 



The disposals generated an extraordinary gain of €4.4 million. 

SGIL, an ANF subsidiary, disposed of all its real estate assets in 

Lyons in December 2009. The proceeds of the sale were in part 

distributed to SGIL’s shareholders, with an interim dividend being 

paid out in December 2009 and ANF receiving €6 million in this 

respect. 

Financing 

Various new loans were arranged for a total of €7.2 million, three 

million euros of which was drawn down, for periods ranging from 

seven to ten years. 


To fi nance the investments, the credit lines arranged in 2007 with 

Calyon and Natixis bank syndicates were used and further sums of 

€36 and €35 million respectively drawn down. 

Tax 

Change in accounting methods 

There was no change in accounting method during the fi scal year. 

Events after the balance sheet date 

No material events have occurred since December 31, 2009. 

Accounting policies and methods 

The annual fi nancial statements as of December 31, 2009 are 

presented in accordance with the 1999 French chart of accounts 

and French GAAP. 

The period ran for twelve months from January 1, 2009 to 

December 31, 2009. 

The notes and tables below form an integral part of the annual 

fi nancial statements. They have been prepared in accordance with 

applicable laws and regulations. 

The historical cost plus any share of non-recoverable VAT method 

has been used for measuring items recognised in the fi nancial 

statements. 

Intangible assets 

In accordance with applicable legislation, the Company recognises 

its non-current assets at historical cost, including incidental 

acquisition-related costs plus any share of non-recoverable VAT. 

Intangible assets include software, brands and patents owned 

by the Company plus costs incurred as part of the taking on of 

real estate fi nance leases. These costs are not impaired until 

the purchase option is exercised and are included in the cost of 

complexes where the option is exercised. 

� 

In accordance with a rescheduling agreement with the tax 

authorities, €22.2 million was paid in 2009 in respect of the exit 

tax. The balance, some €12.2 million, was paid off in January 2010. 

ANF opted for SIIC status and complies with all aspects of this 

status. 

The following amortisation periods were thus used: 

• Concessions, patents and rights: one to ten years. 

Property, plant and equipment 

ANF adopted CRC regulation 2002-10 in respect of asset 

depreciation and impairment. 

This option gave rise to the application of all the provisions of this 

regulation to property, plant and equipment that can be broken 

down into components, with the exception of the provisions thereof 

governing impairment; in particular, the component of an item of 

property, plant and equipment that can be replaced or that involves 

major maintenance or refurbishment work, recognised as such on 

the asset side, is depreciated on the basis of criteria specifi c to its 

use. 

It is the buildings and building fi ttings line items that are affected by 

the application of these provisions. 

Haussmann-style properties 

Contents 

The component method has thus been applied in the Company’s 

fi nancial statements. Accordingly, six components were defi ned, in 


espect of which depreciation periods were selected on the basis 

of internal studies by the Company and studies carried out by the 

various recognised bodies in the real estate market: 

Component 

• Land 

Depreciation period 

• Structures: 50 to 75 years; 

• Façades & waterproofi ng: 20 years; 

• General technical plant (including lifts): 15 to 20 years; 

• Fittings: 10 years; 

• Asbestos, lead and energy diagnostics: 5 to 9 years; 

• Furniture, offi ce & computer equipment: 3 to 10 years. 

Hotel properties 

For the B&B hotels, fi ve components have been identifi ed: 

Component 

• Land 

Depreciation period 

• Structures: 40 years; 

• Façades & roofi ng: 20 years; 

• Technical plant: 25 years; 

• Interior fi ttings: 10 years. 

The Buildings, fi xtures and fi ttings line item in the balance sheet 

includes the following components: structures, façades & roofi ng, 

technical plant, fi ttings and diagnostics. 

Land was presented on a separate balance sheet line item. 

In accordance with applicable legislation, the Company recognises 

its non-current assets at historical cost, including incidental 

acquisition-related costs plus any share of non-recoverable VAT. 

The cost of an acquired property includes the purchase price and 

all directly-attributable expenses (legal fees, transfer taxes and other 

transaction costs). 

Financial expenses relating to construction work and marketing fees 

are capitalised and included in the cost of general and technical 

plant. 

Internal costs directly attributable to work on ongoing developments 

were capitalised in the cost thereof. 

Eviction compensation is also capitalised, where it gives rise to the 

expectation that value will be created, notably through an increase 

in rent. 

Eviction compensation and marketing fees are amortised over a 

period of twelve years. 

Legal revaluation 

As part of the transition to the SIIC regime on January 1, 2006, 

ANF remeasured the assets for which the option was taken. This 

remeasurement was based on appraisals by Jones Lang LaSalle 

and gave rise to fair value adjustments of €409.6 million to ANF’s 

real estate assets. 

This adjustment was also recognised in shareholders’ equity. Exit 

tax at 16.50%, amounting to €68.8 million, was charged on this 

sum. 



The remeasurement was allocated to the land and structures 

components. The remeasured property is depreciated over 

75 years. 

Changes in fair value of property 

The change in the fair value of property over a given period is 

the difference between the fair value of properties owned by the 

Company at the end of the period in question and the net carrying 

amount. 

If the appraised value excluding transfer taxes is signifi cantly under 

the net carrying amount, temporary impairment is recognised where 

the decrease is deemed long-term and material on the basis of a 

case by case review. 

No impairment was recognised at the closing date. 

Equity holdings 

As of December 31, 2009, ANF owned: 

• 63.45% of the capital and voting rights in SGIL (Société de 

Gestion Immobilière Lyonnaise), which owns real estate assets 

consisting primarily of four properties at Cours Gambetta in 

Lyons; 

• 100% of ANF République Sarl, created in November 2008. ANF 

République Sarl did not trade in fi scal year 2009; 

• 45% of SCCV 1-3 rue d’Hozier, a company established to 

develop the Fauchier residential programme. 

As of December 31, 2009, ANF prepared its IFRS consolidated 

fi nancial statements with SGIL proportionally consolidated and 

SCCV 1-3 rue d’Hozier accounted for by the equity method. 

Trade receivables 

Trade receivables from tenants are mainly rents past due. However, 

for some leases where rents and expenses are invoiced half-yearly 

or quarterly in advance, income subsequent to December 31, 2009 

has been recognised as prepaid income. 

Front-end fees on commercial leases are recognised over the 

minimum three-year term of the lease. 

The Company reviews receivables individually at each closing date, 

estimates any risk of non-recovery and funds a provision to cover 

such risk. 

Consolidating company 

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Contents 

ANF was 59.24% controlled by Eurazeo as of December 31, 2009. 

Accordingly, on the same date, ANF was fully consolidated in the 

consolidated fi nancial statements of the Eurazeo group. 


159 


160 



Additional information 

Note 1 Non-current assets 

Intangible assets and property, plant and equipment 


Gross amounts 

Intangible assets include software, brands and patents owned by 

the Company plus costs incurred as part of the taking on of real 

estate fi nance leases when acquiring the B&B hotels in 2007. 

Property, plant and equipment includes land and buildings at their 

reappraised value following the transition to the SIIC regime, fi xtures 

and fi ttings, and furniture, offi ce and computer equipment. 

The acquisitions during the period were primarily comprised 

of €21,502,000 for full title to the new B&B hotel properties and 

€7,174,000 for the acquisition of properties in the centre of Lyons 

plus the related acquisition costs. 


Amount as of 


Commissioning 

and other 

movements 

Amount as of 


Concessions, patents and similar rights 31,985 - - (8,139) 23,846 

Land 376,174 - (13,333) 16,421 379,261 

Buildings, fi xtures & fi ttings 663,694 - (25,855) 100,928 738,767 

Other 1,023 - (9) 81 1,094 

Property, plant and equipment in progress 102,470 112,727 (11,146) (109,102) 94,949 

TOTAL 1,175,345 112,727 (50,344) 189 1,237,917 



Amount as of 



movements 

Amount as of 


Concessions, patents and similar rights 422 118 - - 540 

Land - - - - - 

Buildings, fi xtures & fi ttings 83,558 29,715 (2,782) - 110,491 

Other 695 90 (9) - 775 

Property, plant and equipment in progress - - - - - 

TOTAL 84,675 29,923 (2,791) - 111,806 

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Contents 

Three real-estate fi nance leases on B&B hotels expired during 

the year, with ANF exercising its purchase option and accordingly 

acquiring these three properties outright. 

Assets in progress include uncompleted developments and 

refurbishments at December 31, 2009. These are measured using 

the percentage of completion method. 


The real estate assets break down by component (land and buildings, fi xtures and fi ttings) as follows: 


Gross amounts by component 

Amount as of 




Commissioning 

and other 

movements 

Amount as of 


Land 376,174 - (13,333) 16,421 379,261 

Structures 335,479 - (21,412) 22,822 336,889 

Façades & waterproofi ng 79,324 - (225) 14,975 94,074 

Fittings 101,306 - (2,065) 27,597 126,837 

Diagnostics 1,383 - (12) 154 1,526 

Other general plant 146,202 - (2,142) 35,381 179,441 

TOTAL 1,039,867 - (39,188) 117,349 1,118,028 



by component 

Amount as of 



movements 

Amount as of 


Structures 14,863 6,880 (710) (134) 20,898 

Façades & waterproofi ng 5,276 4,504 (8) 3 9,775 

Fittings 45,079 8,966 (1,539) 167 52,673 

Diagnostics 490 219 (3) - 706 

Other general plant 17,850 9,147 (521) (36) 26,441 

TOTAL 83,559 29,715 (2,782) - 110,491 

The Company’s real estate assets were appraised by Jones Lang 

LaSalle and BNP Real Expertise at €1,504 million as of December 31, 

2009, not including SGIL. This broke down as follows: 

• Lyons real estate assets: €417 million; 

• Marseilles real estate assets: €611 million; 

• Hotel properties: €476 million. 

This appraisal was carried out using a number of different 

approaches: 

• Rental income capitalisation method for the Lyons and Marseilles 


• Comparison method for the Lyons and Marseilles Haussmannstyle 

properties; 

• Developer balance sheet method for land; 

• Income method for hotel properties. 

Rental income capitalisation method 

The appraisers used two different methodologies to capitalise rental 

income: 

1) current rental income is capitalised up to the end of the existing 

lease. The capitalised current rent to expiry or revision is 

added to the capitalised renewal rent to perpetuity. The latter 

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Contents 

is discounted to the appraisal date on the basis of the date of 

commencement of capitalisation to perpetuity. An average ratio 

was used between “vacancies” and “renewals” on the basis of 

historic tenant changes. 

Recognition of market rent may be deferred for a variable empty 

period for any rent-free period, renovation work or marketing 

period, etc. following the departure of the sitting tenant. 

2) for each premises appraised, a rental ratio is calculated, 

expressed in € per square metre per annum, making it possible 

to calculate the annual market rent (ratio x weighted fl oor space). 

An “imputed rent” is estimated and used for the purposes of 

calculating the income method (capitalised rent). It is determined 

on the basis of the nature and occupancy level of the premises, 

and is capitalised at a yield approaching market levels, though 

where appropriate this includes upward potential. 

The low yields in question include upward rental potential either 

where a sitting tenant leaves or where rent caps are lifted due to 

changes in local marketability factors. 

Different yields have been applied by use and also between current 

rental income and rent on renewal. Appraisals also take account of 

expenditure required to maintain properties (renovation of façades, 

stairways, etc.). 


161 


162 



Details of the yields used in appraisals are shown below: 

Yields 12/31/2008 12/31/2009 

Lyons 


Offi ces 6.25% to 6.75% 6.50% to 7.25% 

Residential (excluding rent-controlled) 

Marseilles 

3.45% to 4.40% 4.50% to 4.90% 


Offi ces 6.25% to 7.00% 6.75% to 7.50% 

Residential (excluding rent-controlled) 4.00% to 4.75% 4.50% to 5.25% 

Comparison method 

In the case of residential premises, an average price per square 

metre vacant and excluding transfer taxes is ascribed to each 

premises appraised, based on examples of market transactions for 

similar assets. 

For commercial property, and in particular retail premises (where 

rent caps have not been lifted), the ratio of the average price per 

square metre is closely linked to rental terms. 

With regard to the Haussmann-style properties, a value after work, 

a value after work on private areas, a value after work on common 

areas and a current condition value are presented for each of the 

two methods for each premises appraised. 

The value applied for each premises in its current condition is 

the average of the two methods, unless the appraiser indicates 

otherwise. The fi nal value excluding transfer taxes is converted into 

a value including transfer taxes (by applying transfer taxes at 6.20% 

for old buildings and 1.80% for new buildings), giving the effective 

yield for each premises (ratio between actual gross income and the 

value including transfer taxes). 

Developer balance sheet method for redevelopment 

land 

For land available for construction, the appraiser distinguishes 

between land with planning approval and/or an identifi ed and likely 

project, and land for which there is no clearly defi ned project with 

advanced plans. 


In the fi rst instance, the appraiser looks at the project from a 

development perspective. 

For ordinary land reserves, the approach is based on the value per 

square metre of land available for construction having regard to 

market prices. 

Income method for hotel properties 

For each asset, net rent is capitalised on the basis of a weighted 

yield specifi c to each hotel based on its characteristics. 

The result is a freehold market value for the asset including “transfer 

taxes” (i.e. total cost of the property including all fees). 

Capitalisation rates range from 6.25% to 7.30% and were 

determined on the basis of: 

• the nature of the property rights to be assessed, and the asset’s 

profi le; 

• investment climate, in particular for this asset class; 

• specifi c characteristics of each asset via a capitalisation rate that 

refl ects its characteristics in terms of location, site and quality. 

Sensitivity analysis 

The market value of the real estate assets was calculated by varying 

yields by 0.1 points. 

The sensitivity of the market value of the real estate assets assessed using the income method is as follows: 

Change in yield 

Impact on value 

-0.20% -0.10% 0.10% 0.20% 

Haussmann-style properties 4.50% 2.20% -2.20% -4.20% 

B&B Hotels 3.00% 1.50% -1.50% -2.90% 

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Gross amounts 


Amount as of 

12/31/2008 Increase Decrease Reclassifi cation 


Amount as of 


Subsidiaries and investments 1,340 - - - 1,340 

Treasury shares, liquidity contract 597 306 - - 903 

Loans 101 14 - - 114 

Deposits & securities 371 - (355) - 16 

TOTAL 2,409 319 (355) - 2,373 

In 2005, a liquidity contract was arranged for the ANF stock. This contract has been managed by Rothschild since 2008. 

Note 2 Receivables maturity schedule 


Receivables maturity schedule 

Amount as of 

12/31/2009 < one year 

One to fi ve 

years > fi ve years 

Other non-current fi nancial assets 130 17 10 103 

Operating receivables 

Advance payments on orders 361 361 - - 

Trade receivables 3,311 3,311 - - 

Other receivables 15,139 15,139 - - 

TOTAL 18,941 18,828 10 103 

Note 3 Accrued income 


Receivables 

Amount as of 


Trade receivables 384 

Other receivables 9,487 

Liquid assets and investment securities 10 

TOTAL 9,881 

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164 



Note 4 Provisions for assets 


Provisions/impairment 



Amount as of 



movements 

Amount as of 


Treasury shares, liquidity contract 67 - (30) - 37 

Deposits & securities 


7 - - - 7 

Trade receivables 948 799 (329) - 1,417 

Investment securities 1,206 - (354) - 852 

TOTAL 2,228 799 (713) - 2,314 

A €852,000 provision was recorded following the change in the market value of treasury shares. 

Note 5 Investment securities 

Investment securities include 109,835 treasury shares purchased 

at an average price of €38.79, representing a total of €4,260,841. 

As of December 31, 2009, the average stock price over the 

fi nal trading month was €31.04, representing a total valuation 

of €3,408,760. 

Note 6 Accrual accounts – assets 

Prepaid expenses include subscriptions, fees and other expenses relating to future periods. 

Note 7 Share capital 

Noting the election by 80.32% of shareholders for a stock dividend, 

the Executive Board meeting of June 24, 2009 recorded the 

issue of 1,054,907 new shares issued at a unit price of €24.59, 

representing a capital increase of €1,057,907 and an issue premium 

of €24,885,256. 

The Executive Board meeting of July 27, 2009 noted that the threeyear 

vesting period provided for in the 2006 bonus share plan 

had expired on July 24, 2009 and that 59,264 new shares should 

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A provision was recorded for the unrealised loss having regard to 

the stock price at December 31, 2009. 

The other components of investment securities are money market 

funds (€7,750,000) and certifi cates of deposit (€8,500,000), with 

maturities ranging from one to four months, invested with top-line 

banks. 

accordingly be issued. These new shares were issued at a unit price 

of €1, resulting in a capital increase of €59,264, deducted from the 

reserves. 

Under Article 6 of the Articles of Association, the share capital is set 

at twenty-six million seventy thousand eight hundred and forty-six 

euros (€26,070,846). It is comprised of twenty-six million seventy 

thousand eight hundred and forty-six (26,070,846) shares of one 

euro each, fully paid up and all of the same class. 


Note 8 Change in shareholder’s equity 

The change in shareholder’s equity over the period is shown below: 


Capital 

stock 


paid-in 

capital 

Legal 

reserve 

Regulatory 

reserves 


reserves 

Retained 

earnings 


Net 

income 


Investment 

grants Total 

Brought forward 24,957 320,799 1,664 321,861 0 3,733 5,592 1,595 680,200 

Capital increase 59 - - (59) - - - - - 

Allocation of income 1,055 3,101 810 (2,145) - (3,586) (5,592) - (6,357) 

Grants - - - - - - - 414 414 

Net income for the year - - - - - - 16,000 - 16,000 

TOTAL 26,071 323,900 2,473 319,657 - 146 16,000 2,010 690,258 

The Shareholders’ Meeting of May 28, 2009 approved the payment 

of a dividend of €1.3 per share, with the option of a stock dividend. 

80.32% of shareholders opted for the stock dividend. 

Note 9 Contingency and loss provisions 

As of December 31, 2009, the Company held 109,835 treasury 

shares acquired at an average of €38.79, representing a total of 


At an average stock price of €31.04 during the fi nal trading month 

of the fi scal year the value of these treasury shares was €3.4 million. 

Amount as of 

Amount as of 



Provision for long-service awards 48 - - 48 

Provision for pensions 10 - - 10 

Other contingency provisions 43 - - 43 

TOTAL 102 - - 102 

Reversals of provisions relate to provisions used or that no longer 

serve any purpose. 

The contingency provision is for the risk of non-recovery of a 

property tax refund following the sale of a property. 

The most signifi cant ongoing disputes are as follows: 

1) Chief Operating Offi cer and Real Estate Director: 

Legal action is currently underway following the removal and 

dismissal in April 2006 of ANF’s Chief Operating Offi cer and Real 

Estate Director: 

• the dismissed employees have fi led claims with the Paris 

Employment Tribunal for €4.6 million in the case of the former 

Chief Operating Offi cer (€3.4 million vis-à-vis ANF and €1.2 million 

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Contents 

vis-à-vis Eurazeo) and €1 million in the case of the former Real 

Estate Director; 

• similarly, a commercial suit against ANF has been lodged with the 

Paris Commercial Court by the former Chief Operating Offi cer as 

former offi cer; 

• a suit has also been lodged with the same court by a former 

supplier. 

Prior to the bringing of these employment and commercial suits, 

ANF had, in parallel with criminal proceedings, brought a civil action 

for damages before the Marseilles examining magistrate regarding 

alleged acts committed by the aforementioned former supplier and 

by its two former Offi cers and others. 


165 


166 



A criminal investigation is underway and letters rogatory have been 

provided to the Marseilles Criminal Investigation Bureau. ANF’s 

former Chief Operating Offi cer and Real Estate Director have been 

interviewed under caution and placed under judicial supervision. 

The same is true for the former supplier who was on remand for a 

number of months. 

The Examining Chamber of the Aix en Provence Appeal Court 

handed down a ruling on March 4, 2009 confi rming the formal 

examination of ANF’s former Chief Operating Offi cer and hence the 

existence of serious and corroborating evidence against him with 

regard to the claimed misuse of corporate assets to the detriment 

of ANF. 

Given the close connection between the criminal and labour 

aspects of this case, the Paris Employment Tribunal agreed to a 

stay of proceedings at its February 5, 2010 hearing. 

Similarly, given the close connection between the criminal and 

labour aspects of the case as well as the formal examination of 

ANF’s former Real Estate Director, a stay of proceedings was 

sought and granted by the Employment Tribunal. 

In addition, prior to the aforementioned stay of proceedings, a ruling 

was handed down on February 9, 2007 by the Paris Employment 

Tribunal in which it jointly ordered Eurazeo and ANF to pay ANF’s 

former Chief Operating Offi cer the sum of €50,000 in respect of the 

variable bonus he sought. 

Moreover, like the Employment Tribunal, in a ruling handed down 

on September 25, 2007, the Paris Commercial Court issued a stay 

of proceedings in respect of the case brought before the court by 

ANF’s former Chief Operating Offi cer, pending a decision by the 

Marseilles District Court. 

2) TPH – Toti proceedings: 

Representing Eurazeo, ANF entered into an agreement with Philippe 

Toti, a private entrepreneur (TPH), with regard to the renovation of 

part of its real estate assets in Marseilles. 

At the same time as fi ling criminal proceedings with the Marseilles 

examining magistrate, directed in particular against the former 

supplier for receiving stolen goods and aiding and abetting, ANF 

established that the latter was not employing the material and 

human resources required to meet its contractual obligations. 


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Contents 

At ANF’s request, a bailiff has confi rmed that work has been 

abandoned. 

On June 14, 2006, ANF was granted an emergency injunction 

against the former supplier by the President of the Marseilles District 

Court. This injunction sought to have a court expert appointed to 

assess the state of progress of the work, prepare accounts between 

the parties and assess the damage suffered by ANF. An order of 

June 20, 2006 appointed an expert for this purpose. 

On June 19, 2006, following the confi rmation that work had been 

abandoned, ANF cancelled the works contracts entered into with 

the former supplier. 

Based on the conclusions of the expert report submitted on 

October 30, 2007, the balance in favour of ANF is €500,004.63. 

The liquidator of the former supplier and the former supplier also 

issued a writ against ANF before the Paris Commercial Court on 

February 16, 2007. 

The purpose of this writ was to have the allegedly improper nature of 

the termination of the contracts entered into with ANF recognised. 

The writ also sought compensation for the former supplier as a 

private entrepreneur and personally for the damage resulting from 

this termination. 

ANF sought a stay of proceedings or an adjourning of the case 

pending a fi nal decision on the criminal proceedings (Marseilles 

District Court), on the basis of the civil suit for damages brought 

by ANF for misuse of corporate assets and receiving stolen goods. 

In a decision handed down on November 26, 2009, the President 

of the Paris Commercial Court granted the stay of proceedings 

pending a decision in the criminal case. 

Accordingly, the Paris Commercial Court shall not be called upon 

to examine the admissibility and grounds for the claim lodged 

by Mr TOTI and the liquidator of TPH until after the fi nal criminal 

decision has been handed down on the events surrounding ANF’s 

suit. 

No provision has been recorded in the Company’s fi nancial 

statements for these disputes. 

To the best of the Company’s knowledge, there are no other 

government, court or arbitration proceedings pending or threatened 

that might have or over the past six months have had a material 

effect on the Company’s fi nancial position or profi tability. 


Note 10 Debt maturity schedule 


Debt maturity schedule 

Amount as of 

12/31/2009 < one year 



One to fi ve 

years > fi ve years 

Debt 

Bank borrowings 444,922 976 426,009 17,937 

Other debt and liabilities 3,585 3,585 - - 

Advance tenant payments 

Operating liabilities 

181 181 - - 

Payables to fi xed-asset suppliers 9,759 9,364 395 - 

Trade payables 2,698 2,698 - - 

Tax and corporate liabilities 14,971 14,971 - - 

Other payables 578 578 - - 

TOTAL 476,695 32,353 426,404 17,937 

Tax and corporate liabilities include the exit tax liability of €12.2 million following the Company’s opting for SIIC status. 

Note 11 Accrued expenses 



Bank borrowings 261 

Advance payments received on open orders 181 

Trade payables 2,564 

Tax and corporate liabilities 1,649 

Payables to fi xed-asset suppliers 8,333 

Other liabilities 577 

TOTAL 13,565 

Note 12 Accrual accounts – liabilities 

Prepaid income includes €485,000 in advance rental income and €558,000 in front-end fees recognised in income over the minimum lease 

term. 

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168 



Note 13 Off-balance sheet commitments 

Commitments received 

The current off-balance sheet commitments received by ANF can be summarised as follows: 

Commitments received (€ thousands) 12/31/2009 12/31/2008 

Guarantees and deposits received 2,213 1,063 

Other commitments received 103,567 166,849 

TOTAL 105,780 167,912 


ANF arranged a number of credit facilities, in respect of which the unused credit lines amount to €94.6 million; 

The B&B Hotels Group provided ANF with a joint and several guarantee covering the payment of the rent. 

Commitments given 

Current off-balance sheet commitments given by ANF can be summarised as follows: 

Commitments given(€ thousands) 12/31/2009 12/31/2008 

Pledges, mortgages and collateral 254,876 222,474 

Guarantees and deposits given 7,633 333 

Finance leases 7,528 9,076 

Other commitments given 11,244 18,625 

TOTAL 281,281 250,508 


• since 2003, ANF has regularly received requests for renovation of 

the façades of various parts of its real estate assets from the City 

of Lyons and the City of Marseilles. Given the scale of the façades 

requiring work and the time needed to arrange and carry it out, 

it has been staggered over a number of years, in agreement with 

the cities of Lyons and Marseilles. The total cost of the work still 

to be done was estimated at €6.6 million as of December 31, 

2009; 

• the following guarantees have been given in return for the 

€250 million seven-year loan from a bank syndicate led by 

CALYON: 

• a pledge over bank current accounts, 

• “Dailly” sale of building insurance premiums; 


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• the following guarantees have been given by ANF in return for 

the €213 million seven-year loan and the establishment of a 

€75 million credit line from a bank syndicate led by Natixis: 

• mortgage securities on the properties fi nanced (lender’s lien 

and mortgage charges); 

• Dailly sale of receivables relating to any ANF income from 

the properties (particularly rents, insurance compensation for 

“loss of rent”, hedging contract, rights to property conveyance 

deeds). 

In 2007, as part of the acquisition of the B&B hotel properties, 

ANF acquired nine real estate fi nance leases. In 2009, three of 

these leases expired and we exercised our purchase option. The 

appraised value of the six properties that ANF has fi nance leased 

is €34.6 million. 


Note 14 Covenants 

With respect to loans and credit lines, ANF has made certain 

undertakings including complying with the following Financial 

Ratios: 

Interest Cover Ratio 

The Interest Cover Ratio must be two (2) or above from the fi rst Test 

Date, and for as long as sums remain due under the Agreement. 

The Interest Cover Ratio is calculated quarterly at each Test 

Date (i) for Interest Cover Ratios as of December 31, each year, 

on the basis of the certifi ed annual separate fi nancial statements 


fi nancial statements) or (ii) for Interest Cover Ratios as of June 30, 

each year, on the basis of the Borrower’s interim fi nancial statements 


fi nancial statements) or (iii) for Interest Cover Ratios as of March 31, 

and September 30, each year, on the basis of a provisional quarterly 

accounting close. 

Interest Cover Ratio (gross operating income/net fi nancial 

expense) 

Loan to Value Ratio (net debt/appraisal value of real estate 

assets) 



“Interest Cover Ratio” denotes the ratio of Gross Operating 

Income to Net Financial Expense for an Interest Period. 

Loan to Value Ratio 

� 

The Loan to Value Ratio must be 50% (fi fty percent) or lower from 

the fi rst Test Date, and for as long as sums remain due under the 

Agreement. 

The Loan to Value Ratio is calculated every six months on each 

Test Date, on the basis of the certifi ed consolidated annual fi nancial 

statements or unaudited interim fi nancial statements. 

“Loan to Value Ratio” denotes the ratio of Net Debt to the Appraisal 

Value of Real Estate Assets. 

For the loan provided by Calyon this ratio is also calculated on the 

Haussmann-style properties, excluding the B&B hotel properties. 

All of the undertakings agreed to by ANF with respect to its loan 

agreements are satisfi ed. 

Standard Test frequency Ratios as of 


Contents 

Ratios as of 

12/31/2008 

Minimum 2 Quarterly 3.3 3.3 

Maximum 50% Six-monthly 28.1% 24.2% 


169 


170 



Note 15 Interest rate risk 

The ANF Group is exposed to interest rate risk. Management actively manages this risk exposure. The Group uses a number of fi nancial 

derivatives to address this. The goal is to reduce, wherever deemed appropriate, fl uctuations in cash fl ows as a result of changes in interest 

rates. The Group does not engage in any fi nancial transaction, the risk of which cannot be quantifi ed when entered into. 

ANF has undertaken to comply with the following minimum risk-free rate hedging commitments: 

• Calyon: 50% of the debt hedged at fi xed rates; 

• Natixis: 80% of the debt hedged at fi xed rates; 

• Société Générale: 100% of the debt hedged at fi xed rates. 

To this end, the ANF Group has arranged 25 interest rate hedging contracts to swap 3-month or 1-month Euribor variable rates for fi xed rates. 

The table below details these contracts: 

Effective 

date Maturity date 


Fixed rate 

paid (€ thousands) Nominal 

Asset fair 

value as of 


Liability fair 

value as of 


07/24/2006 07/24/2012 3.9450% 3-month Euribor swap/3.945% 22,000 (1,118) 



04/11/2008 03/31/2015 4.2775% 3-month Euribor swap/4.2775% 11,000 (891) 

















02/06/2009 12/31/2014 2.9700% 1-month Euribor swap/2.97% 3,300 (59) 



01/04/2010 06/30/2014 2.3580% 3-month Euribor swap/2.358% 23,900 150 

01/04/2010 12/31/2014 2.4750% 3-month Euribor swap/2.475% 19,861 126 

TOTAL DERIVATIVES ELIGIBLE 

FOR HEDGE ACCOUNTING 

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433,579 276 (29,546) 


Note 16 Headcount 

As of December 31, 2009, ANF’s headcount broke down as follows: 



Male Female Total 

Executives 18 9 27 

Employees 9 17 26 

TOTAL 27 26 53 

Note 17 Executive compensation 

At its May 4, 2005 meeting, the Supervisory Board decided not to compensate the members of the Executive Board for their offi ces. However, 

they continue to receive compensation under their employment contracts. 

The compensation paid in respect of fi scal years 2008 and 2009 was as follows: 

(€) 

Bruno Keller 

12/31/2009 12/31/2008 

(1) 

Fixed compensation 0 0 

Variable compensation 0 0 

Benefi ts in kind 0 0 


Fixed compensation 240,000 240,000 

Variable compensation 93,500 110,000 

Benefi ts in kind 3,420 2,284 

Brigitte Perinetti 


Variable compensation 25,000 25,000 

Benefi ts in kind 0 



Variable compensation 35,000 0 


Richard Odent 

Fixed compensation 105,205 

Variable compensation 0 


(1) Bruno Keller, Chairman of the Executive Board, is only compensated by Eurazeo. 

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171 

OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF OF THE BUSINESS

172 



Note 18 Share-based payment 

Bonus shares 


and acting by virtue of resolution 9 of the Ordinary and Extraordinary 

Shareholders’ Meeting of May 12, 2006, decided on July 24, 2006 

to allot bonus shares to members of the Executive Board as well as 

qualifying staff members, as defi ned by the resolution. 

The bonus share plan calls in particular for a “vesting period” of 

three years from the date of the decision of the Executive Board 

of July 24, 2006, at the end of which the shares only fully vest if 

the recipient is still an employee or corporate offi cer of ANF (or its 

subsidiaries), except in the case of death, retirement or disability. 

The “vesting period” is followed by a two-year “retention period” 

from the end of the vesting period, during which the recipient may 

not dispose of the shares received. A total of 52,584 bonus shares, 

with a value of €38.26 each (share price on July 24, 2006) and 

representing a little less than 0.32% of the Company’s capital, were 

initially granted to twelve recipients, all of whom subscribed for 

warrants. 




meeting the Executive Board adjusted the number of bonus shares 

allotted to raise the number to 59,264. 


At the same meeting, the Executive Board noted that the three-year 

vesting period had expired on July 24, 2009 and that 59,264 new 

shares would be issued to the benefi ciaries. These new shares were 

issued at a unit price of €1, with the amount of the capital increase 

being deducted from the reserves. 

Warrants 

At its July 24, 2006 meeting, the Executive Board, pursuant to the 

powers granted to it in resolution 8 of the Ordinary and Extraordinary 

Shareholders’ Meeting of May 12, 2006, acting on the basis of the 

prior authorisation granted to it by the Supervisory Board at its 

June 22, 2006 meeting, decided to issue warrants at a unit price of 

€3.50 to members of the Executive Board as well as qualifying staff 

members, as defi ned by the resolution. 

At the close of the subscription period, which ran from July 26 to 

August 10, 2006, 262,886 warrants had been subscribed for by 

twelve benefi ciaries, for a total of €920,101. 



Shareholders’ Meeting of May 28, 2009, at its July 27, 2009 meeting 

the Executive Board adjusted the exercise ratio of the warrants. 

Warrant terms 

Unit price €3.50 

Form of warrants: The warrants are registered and are recorded using book entries. 

Listing: No request will be fi led for the warrants to be admitted to trading on a regulated market. 

Paying up: The subscriptions were fully paid up in cash. 

Protection of warrant-holder Warrant-holder rights will be protected by means of the adjustment of the exercise ratio in the manner 

rights: 

established by the Executive Board in accordance with Article L. 288-99 of the French Commercial Code and 

pursuant to the provisions of resolution 8 of the Ordinary and Extraordinary Shareholders’ Meeting of May 12, 

2006. 

Exercise period At any time between August 11, 2010 and November 10, 2011 

Current exercise ratio 1.13 shares to be issued by ANF for every one warrant 

Strike price Unit strike price of €35 per warrant 

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Stock option plan granted in 2007 



















• Of which corporate offi cers: 88,584 










i.e. December 17, 2009; 








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173 


174 



Stock option plan granted in 2008 









In order to factor in the distribution of reserves that took place pursuant to resolution 2 of the Ordinary and Extraordinary Shareholders’ Meeting 

of May 28, 2009, at its July 27, 2009 meeting the Executive Board adjusted the exercise terms of the stock options. 




















The exercise of stock options granted under the 2008 Plan is subject 





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Stock option plan granted in 2009 




The terms of the stock option plan granted during fi scal year 2009 are as follows: 




Board, decided at its December 14, 2009 meeting to allocate stock 





















The exercise of stock options granted under the 2009 plan is subject 





It should be noted that where stock option benefi ciaries do not have 

four years’ service on the expiry date of any of the aforementioned 

vesting periods, that option tranche will not vest until such time as 

said benefi ciary has four years’ service with the Company. 

Accordingly, on the basis of the above adjustments, the number of bonus shares and stock options allocated to each benefi ciary is as follows: 

2007 plan 

Stock options 

2008 plan 

Stock options 


Stock options 

Bruno Keller 59,143 64,477 80,000 




Corporate offi cers 88,584 104,939 131,000 

Staff 23,578 28,310 27,500 

TOTAL 112,162 133,249 158,500 

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176 



Note 19 Subsidiaries and investments 



Value of 

shares % owned Share capital 

Shareholders’ 

equity Net income Revenues 

SGIL 1,330 63.5% 2,090 5,200 11,797 816 

ANF République 10 100.0% 10 10 - - 

SCCV 1-3 rue d’Hozier - 45.0% 1 (222) (218) - 

TOTAL 1,341 2,101 4,988 11,579 816 

Note 20 Associates 


Non-current 

fi nancial assets 


receivables 

Trade 

payables 


liabilities 


income 


external 

purchases 

and expenses 


expenses 

SGIL - 103 435 9,500 10 388 - 

ANF République - - - - - - - 

SCCV 1-3 rue d’Hozier - 766 1,450 - - 7,864 62 

TOTAL - 869 1,885 9,500 10 8,252 62 

Note 21 Revenues 

Breakdown of rental income 


Lyons 15,458 14,298 

Marseilles 18,155 16,006 

Total Haussmann-style properties 33,613 30,304 

B&B Hotels 30,938 28,216 

TOTAL RENTAL INCOME 64,551 58,520 

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Note 22 Extraordinary items 




Gain on disposals of properties 4,416 - 

Depreciation, amortisation & provisions (887) (121) 

Other extraordinary income and expenses 279 (1,029) 

NET EXTRAORDINARY INCOME (EXPENSE) 3,808 (1,150) 

Note 23 Sources and uses of funds 


Uses 

Dividends paid 6,357 30,807 

Revaluation of property, plant and equipment - 17,960 

Investment in property, plant and equipment and intangible assets 112,727 121,744 

Investment in non-current fi nancial assets 319 562 

Repayment of borrowings 3,427 32,022 

Increase in liquid assets and investment securities 7,610 865 

TOTAL USES 130,440 203,961 

Sources 

Increase in shareholders’ equity - 14,479 

Cash fl ow 41,348 30,771 

Proceeds from disposal of property, plant and equipment and intangible assets 51,233 - 

Disposal or reduction of non-current fi nancial assets - - 

Increase in debt 73,228 110,384 

Investment grants received 440 203 

Change in surplus working capital (35,809) 48,124 

TOTAL SOURCES 130,440 203,961 

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177 


178 


Statutory Auditors’ Report on the annual fi nancial statements 

Statutory Auditors’ Report on the annual 





75008 Paris 

Dear shareholders, 

In performance of the responsibilities entrusted to us by your Shareholders’ Meeting, we hereby present our report on the fi scal year ended 

December 31, 2009 on: 

• the audit of the accompanying ANF annual fi nancial statements; 

• the basis for our assessment; 

• the specifi c checks and disclosures required by law. 

The separate fi nancial statements were approved by the Executive Board. It is our duty to express an opinion on these fi nancial statements 

on the basis of our audit. 

I – Opinion on the separate fi nancial statements 

We carried out our audit on the basis of professional standards applicable in France. These standards require us to carry out the audit in such 

a manner as to obtain reasonable assurance that the annual fi nancial statements do not contain any material misstatements. An audit consists 

of checking, by sampling or other means of selection, the items underlying the amounts and information in the annual fi nancial statements. It 

also consists of assessing the accounting policies applied, the material estimates used and the overall presentation of the fi nancial statements. 

We consider that the audit evidence we obtained provides a suffi cient and appropriate basis for our opinion. 

We certify that the annual fi nancial statements are, with respect to French GAAP, reasonable and accurate and that they give a true and fair 

view of the operating performance during the past fi scal year, as well as of the fi nancial position and assets and liabilities of the Company at 

the end of said year. 

II – Basis for our assessment 

The economic crisis that continued throughout 2009 impacted companies in a number of ways. The accounting estimates used to prepare 

the fi nancial statements at December 31, 2009 were drawn up against this diffi cult background as regards assessing the economic outlook. 

Against this background, and in accordance with Article L. 823-9 of the French Commercial Code on the basis for our assessment, we would 

draw attention to the following matter: 

• as indicated in Note 1 “Non-current assets” of Section 1.6 “Additional information” of the notes, the real estate assets, Haussmann-style 

and hotel properties, were appraised by two independent appraisers at the closing date. Our work consisted of reviewing the information 

and assumptions used as well as the resulting valuations. 

These assessments form part of our audit of the annual fi nancial statements, as a whole, and thereby contributed to forming our opinion, as 

expressed in the fi rst part of this report. 


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Contents 


III – Specifi c checks and disclosures 


Statutory Auditors’ Report on the annual fi nancial statements 

In accordance with professional standards applicable in France, we also carried out the specifi c checks provided for by law. 

We have no qualifi cations regarding the fairness and consistency with the annual fi nancial statements of the information in the management 

report of the Executive Board and in the documents provided to shareholders on the fi nancial position and the annual fi nancial statements; 

Regarding the disclosures in accordance with the provisions of Article L. 225-102-1 of the French Commercial Code on the compensation 

and benefi ts paid to corporate offi cers as well as the commitments made to them, we checked their consistency with the fi nancial statements 

or with the data having served to prepare these fi nancial statements and, as the case may be, with the items received by your Company from 

companies controlling it or controlled by it. On the basis of this work, we certify the accuracy and fairness of these disclosures. 

As required by law, we have satisfi ed ourselves that the various disclosures relating to the equity and controlling interests taken, and the identity 

of the owners of the Company’s capital (or voting rights) have been provided to you in the management report. 



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Contents 


179 


180 



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PRO FORMA FINANCIAL 

INFORMATION 

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BUSINESS 

THE OF 

Contents 



182 

PRO FORMA FINANCIAL INFORMATION 

The pro forma fi nancial information in respect of the fi scal year ended December 31, 2007 prepared to illustrate the impact that the acquisition 

of the B&B hotel properties would have had on the Company’s income statement at December 31, 2007 had this transaction been fully 

effective on January 1, 2007, as well as the Statutory Auditors’ Report on this pro forma information, are included in Section V on pages 

200 to 203 of the Registration Document fi led with the AMF on April 25, 2008 under number R. 08-034 and are included by reference in this 

Registration Document. 


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Contents 


OTHER GENERAL 

INFORMATION 

1. PERSONS RESPONSIBLE FOR 

THE REGISTRATION DOCUMENT 

AND FOR THE AUDITING 

OF THE FINANCIAL STATEMENTS 184 

1.1 Declaration by the person responsible 

for the Registration Document 184 

1.2 Person responsible for the audit 

of the fi nancial statements 184 

2. OTHER LEGAL INFORMATION 185 

2.1 Information regarding the Company 185 

2.2 Regulatory environment 186 

2.3 Insurance and risk covers 188 

2.4 Legal and arbitration cases 188 

3. OTHER INFORMATION 

REGARDING THE CAPITAL 

AND THE SHAREHOLDING 

STRUCTURE 189 

3.1 Extracts from the Articles 

of Association regarding capital 

and the shareholding structure 189 

3.2 Share capital 191 

3.3 Shareholder agreements 191 


REGARDING CORPORATE 

GOVERNANCE 192 

4.1 Extracts from the Articles of Association 

regarding corporate governance 192 

4.2 Declarations related to corporate governance 198 

4.3 Information concerning service contracts 

between members of the Executive 

Board and Supervisory Board, 

and ANF or any of its subsidiaries 198 

4.4 Related-party transactions 198 

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CONCERNING THE GROUP’S 

BUSINESS AND ORGANISATION 199 

5.1 Organisation chart 199 

5.2 Properties and equipment 199 

5.3 Major contracts 199 

5.4 Dependence on patents or licences 200 

5.5 Material changes in the fi nancial situation 200 

5.6 History 201 

5.7 Appraisals 202 

6. CONTACTS AND AVAILABLE 

FINANCIAL INFORMATION 207 

6.1 Persons responsible for fi nancial information 207 

6.2 Financial communication schedule 207 

6.3 Documents available to the public 207 

6.4 Annual information document 208 

CONCORDANCE TABLE OF THE 

REGISTRATION DOCUMENT 210 

CONCORDANCE TABLE OF THE 

REGISTRATION DOCUMENT WITH 

THE ANNUAL FINANCIAL REPORT 213 


BUSINESS 

THE OF 

Contents 



184 

OTHER GENERAL INFORMATION 

Persons responsible for the Registration Document and for the auditing of the fi nancial statements 

1. Persons responsible for the Registration 

Document and for the auditing of the 


1.1 Declaration by the person responsible 

for the Registration Document 

“Paris, April 21, 2010 

I hereby certify that, having taken all reasonable verifi cations and 

to the best of my knowledge, the information contained in this 

Registration Document is true and does not contain any omission 

likely to affect its scope. 

I hereby certify that, to the best of my knowledge, the fi nancial 

statements have been prepared in accordance with the applicable 

accounting standards and give a true picture of the assets and 

liabilities, fi nancial situation and income of the Company and all 

consolidated companies, and that the management report in this 

Registration Document, as mentioned in the concordance table in 

Part 6 of Volume II of the Registration Document, presents a true 

picture of the evolution of the business, results and fi nancial situation 

of the Company and all consolidated companies, together with an 

accurate description of the main risks and uncertainties they face. 

I obtained an audit letter from the Statutory Auditors in which 

they indicate that they have verifi ed the information relating to the 


fi nancial situation and fi nancial statements contained herein, and 

have read this Registration Document in its entirety. 

The Statutory Auditors drew up a report on the annual fi nancial 

statements for the fi scal year ended on December 31, 2008 

included by reference in this document. This report is included in 

Section IV of the Registration Document relating to the 2008 fi scal 

year fi led with the AMF under number R. 09-041 and contains an 

observation concerning the change in accounting method. 

The Statutory Auditors drew up a report on the consolidated 

fi nancial statements for the fi scal year ended December 31, 2009 

presented in this Registration Document. This report is included in 

Part 3 of Volume II of the Registration Document and contains an 

observation concerning new mandatory standards as of January 1, 

2009.” 

Bruno Keller, 

Chairman of the Executive Board of ANF 

1.2 Person responsible for the audit of the fi nancial 

statements 

Primary Statutory Auditors 

PricewaterhouseCoopers of 63 rue de Villiers – 92208 Neuilly-sur- 

Seine Cedex, represented by Gérard Hautefeuille. 

Date of fi rst term: Appointment at the Shareholders’ Meeting of 

June 21, 1991. 

Date of term renewal: Ordinary and Extraordinary Shareholders’ 

Meeting of May 28, 2009. 

Current mandate expires at the Ordinary Shareholders’ Meeting 

called to approve the fi nancial statements for the fi scal year ending 


PricewaterhouseCoopers is a member of the Versailles regional 

chamber of Statutory Auditors. 

Mazars of 61 rue Henri Regnault – 92075 La Défense Cedex, 

represented by Odile Coulaud. 


May 25, 1994. 

Current mandate expires at the Shareholders’ Meeting called 

to approve the fi nancial statements for the fi scal year ending on 


Mazars is a member of the Versailles regional chamber of Statutory 

Auditors. 

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Alternate Statutory Auditors 

Contents 

Patrick Frotiée of 63 rue de Villiers – 92208 Neuilly-sur-Seine Cedex. 


May 23, 1997. 

Date of term renewal: Ordinary and Extraordinary Shareholders’ 

Meeting of May 28, 2009. 

Current mandate expires at the Ordinary Shareholders’ Meeting 

called to approve the fi nancial statements for the fi scal year ending 


Jean-Louis Simon, of 61 rue Henri Regnault – 92075 La Défense 

Cedex. 


June 4, 2004. 

Current mandate expires at the Shareholders’ Meeting called 

to approve the fi nancial statements for the fi scal year ending on 



Statutory Auditors’ fees 

TABLE OF FEES PAID TO STATUTORY AUDITORS 

Audit 

Audit, certifi cation and verifi cation of individual 

and consolidated fi nancial statements 


Other legal information 

Mazars PricewaterhouseCoopers 

Amount (excl. tax) 

(€) % 

Amount (excl. tax) 

(€) % 

2009 2008 2009 2008 2009 2008 2009 2008 

185,000 190,000 100 100 185,000 190,000 100 100 

Additional work - - - - - - - - 

Subtotal 185,000 190,000 100 100 185,000 190,000 100 100 

Other services, where applicable 

Legal, tax and corporate - - - - - - - - 

Other (specify if greater than 10% of audit fees) - - - - - - - - 

Subtotal - - - - - - - - 

TOTAL 185,000 190,000 100 100 185,000 190,000 100 100 

These fees only concern the issuer. 

2. Other legal information 

2.1 Information regarding the Company 

Company name 

The Company’s name is ANF. 

Registration 

ANF is registered in Paris, with the Paris Trade and Companies 

Registry under number 568 801 377. ANF’s SIRET number is 

568 801 377 00108 and its activity code is 7010Z – activity of the 

registered offi ces. 

Date and term of incorporation 

ANF was incorporated on June 25, 1882. Incorporation has been 

extended until June 23, 2081, except in the event of a dissolution or 

extension by decision of the Shareholders’ Meeting. 

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Contents 

Registered offi ce, legal form and applicable 

legislation 

The registered offi ce is at 32 rue de Monceau, 75008 Paris. 

ANF is a limited company (société anonyme) with an Executive 

Board and a Supervisory Board governed by the provisions of the 

French Commercial Code. 

The phone number of the registered offi ce is: +33 (0) 1 44 15 01 11. 


185 


186 



Memorandum and Articles of Association 

Corporate purpose (Article 3 of the Articles 

of Association) 

ANF’s purpose, directly or indirectly, in France or any other 

countries is to: 

• acquire by means of purchase, exchange, transfer in kind or by 

other means, or take a lease or long-term lease on any property 

already in existence or not; 

• build property or engage in other transactions directly or 

indirectly related to the construction of such property; 

• fi nance acquisitions and construction transactions; 

• exploit, by renting or otherwise, administer and manage all 

property on its own account or for the account of third parties; 

Tax regime 

2.2 Regulatory environment 

On April 28, 2006, the Company opted for the SIIC (listed real estate 

investment company) regime, with effect from January 1, 2006. 

a) Consequences of opting for the SIIC regime 

Opting for the SIIC regime led to a partial termination of business, 

as the Company ceased to be subject to corporate income tax. This 

business termination led in particular to immediate taxation (exit tax) 

amounting to €65.2 million (1) payable in four equal instalments on 

December 15, 2006, 2007, 2008 and 2009. 

(1) Being 16.5% of the difference between the market value and value 

for tax purposes of property assets held at the date on which the 

Company opted for the SIIC regime (i.e. €395.1 million). 

b) SIIC regime 

SIICs, and subsidiaries that have opted for the SIIC regime, are 

exempt from corporate income tax on that part of their profi ts 

arising from: 

• the letting of property and sub-letting of leased property or 

property, possession of which has been temporarily granted by 

the French State, a local authority or one of their public agencies, 

on condition that 85% of these profi ts be paid out before the end 

of the fi scal year following that in which they were realised; 

• gains on the disposal of property, rights relating to a property 

fi nance lease contract, investments in companies with the same 

purpose as SIICs or shares in subsidiaries that have opted for the 

SIIC regime, on condition that 50% of these be paid out before 

the end of the second fi scal year following that in which they 

were realised; 


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• dispose of all properties or property rights by sale, exchange, 

contribution or other means; 

• supply all services to any companies or entities of the Group to 

which it belongs; 

• acquire, manage or dispose, by any means, of all minority or 

controlling stakes and, more generally, all securities, listed or 

otherwise, and all property and equipment rights, in France or 

abroad, in any companies or entities whose activities are in line 

with the corporate purpose; 

• provide guarantees and endorsements to facilitate the fi nancing 

of subsidiaries or companies in which the Company holds an 

investment; 

• and more generally, all equipment, property, fi nancial, industrial 

or commercial transactions directly or indirectly related to one of 

these purposes or any similar or related purpose which might 

assist its growth or completion. 

• dividends received from subsidiaries which have opted for the 

SIIC regime, or from another SIIC, of which the Company owns 

at least 5% of the share capital and voting rights for at least two 

years, on condition that they be paid out in full in the fi scal year 

following the one in which they were received. 

SIICs are not subject to rules requiring exclusivity of purpose. If 

the Company operates other businesses ancillary to its primary 

business purpose, such as estate agent or property developer, this 

does not cause it to lose the benefi ts of this regime. 

c) Ownership of the capital of SIICs 

Contents 

Since January 1, 2010, one or more shareholders acting together 

cannot own, either directly or indirectly, more than 60% of the 

Company’s capital or voting rights. This limit may be exceeded 

following a certain limited number of transactions (tender offers, 

certain restructuring transactions or the conversion or redemption 

of bonds into equity), provided the ownership percentage is reduced 

to under 60% prior to the deadline for registering the declaration of 

the results for the fi scal year. 

If this ownership threshold of 60% is not met during a fi scal year, 

once over a period of ten years, the SIIC regime would only be 

suspended, provided the ownership threshold is once again met by 

the end of the same fi scal year in which it was exceeded. During the 

suspension period, the Company would be taxed at the corporate 

income tax rate under common law for that period (subject to a 

specifi c rule on gains on the disposal of property) but would not lose 

its status as an SIIC. Following the re-application of the SIIC status, 

a 19% tax rate would apply to the unrealised gains on assets in the 

sector exempt during the suspension period. 


If the ownership threshold is not met after the end of the fi scal year 

in which it was exceeded, or it is exceeded again in another fi scal 

year in the ten years following the application of the SIIC status 

or the ten following years (for a reason other than a tender offer, 

certain restructuring transactions or the conversion or redemption 

of bonds into equity) the SIIC status will no longer apply. 

Through Immobilière Bingen, Eurazeo held a 59.24% stake in ANF’s 

share capital and 59.46% of ANF’s voting rights at December 31, 


d) 20% withholding tax 

Since July 1, 2007, when income is paid out by a SIIC to a 

shareholder other than an individual, which directly or indirectly 

owns at least 10% of its share capital and the income received 

is not subject to corporate income tax or an equivalent tax, the 

SIIC making the pay out must pay a withholding tax of 20% of the 

amount distributed to the shareholder and withheld from income 

exempt from tax under the SIIC regime, which is to be paid before 

the withholding tax deduction is made. 

In the event of pay outs giving rise to payment of this 20% 

withholding tax, Article 24 of the Company’s Articles of Association 

specifi es a mechanism for repaying the Company which entails 

that the expense of any such withholding tax falls on shareholders 

receiving the pay out which has given rise to the 20% withholding 

tax (see paragraph”Rights attached to shares” in Section 3.1 of 

Part VI of the Registration Document). 

e) Loss of SIIC regime 

Failure to comply with the conditions of access to the SIIC regime 

in the fi scal years after joining said regime, or, in certain cases, 

with the 60% ownership threshold, will cause the Company, and 

therefore any subsidiaries which had opted for this regime, to be 

withdrawn from the SIIC regime. 

The loss of SIIC tax status prior to December 31, 2015 (meaning 

within 10 years of opting for such regime) would result in (i) an 

additional corporate income tax on the amount of capital gains 

which were taxed at the reduced rate of 16.5% at the time of opting 

for the SIIC regime or when the new assets became eligible for 

the status, (ii) the incorporation of the amount exempt throughout 

the application of the SIIC status, which was not subject to actual 

payout, into the tax income for the period of loss, (iii) 25% taxation 

of unrealised gains throughout the period of exemption, less onetenth 

per calendar year under the exempt status. If the Company 

is withdrawn from the SIIC status following a suspension period, a 

19% tax rate would be applied to the unrealised gains on assets in 

the sector exempt during the suspension period, in addition to the 

fi nes described above. 

f) Disposals to a SIIC or subsidiary of a SIIC 

Article 210 E of the French General Tax Code provides for a reduced 

tax rate of 19% (1) (19.63% with the social solidarity contribution) 

on gains on the disposal of properties, rights relating to a fi nance 

lease on a property, usufruct of a property, or building lease or 



long-term building lease rights, when the disposal is in favour of a 

company under the SIIC regime or at least 95%-owned subsidiary 

of one or more SIICs that have opted for the SIIC regime. For 

fi scal years ended from December 31, 2007, the reduced tax rate 

under Article 210 E of the French General Tax Code also applies to 

disposals of shares in companies whose business is predominantly 

property by a company subject to corporate income tax. 

Article 210 E of the French General Tax Code applies to disposals 

carried out until December 31, 2011. 

Application of the regime specifi ed in Article 210 E of the French 

General Tax Code is subject in particular to a commitment by the 

acquirer to retain the properties thus acquired for fi ve years. Failure 

to comply with this commitment to retain the property or rights 

acquired for a period of fi ve years does not mean that the reduced 

tax rate applied to the assignor is compromised, but the assignee 

company is liable for a fi ne of 25% of the property’s acquisition 

value. 

The Company must thus in particular retain until October 31, 

2012 the assets acquired on October 31, 2007 under the regime 

of Article 210 E of the French General Tax Code (see Section 10 

“B&B” of Part 1 of the Registration Document). 

Regulation applying to ownership 

of the Company’s property assets 

In carrying out its business, the Company is subject to the following 

regulations in particular: 

• public health laws: the Company is required to examine 

properties for asbestos and, where appropriate, remove it 

in accordance with Articles R. 1334-14 to R. 1334-29 and 

R. 1336-2 to R. 1336-5 of the French Public Health Code. When 

a property is sold that is in whole or in part for residential use, 

was built before 1949, and is in an area at risk of exposure to 

lead as identifi ed by the department prefect, the Company is 

also required to include with the sale contract a report on the 

risk of exposure to lead (Article L. 1334-5 of the French Public 

Health Code); 

• environmental laws: when sites owned by the Company are 

classifi ed by administrative deed as being in an area covered by 

a technological risk prevention plan, a foreseeable natural risk 

prevention plan or an earthquake zone, the Company is required 

by Article L. 125-5 and Articles R. 125-23 et seq. of the French 

Environment Code to inform tenants of this fact. Some facilities 

may also be subject to regulations governing classifi ed facilities 

for the protection of the environment (ICPE); 

• compliance with safety standards applicable to publicaccess 

buildings: property owned by ANF intended for public 

access must be fi tted out and operated in accordance with 

specifi cations laid down in Articles R. 123-1 and seq. of the 

French Construction and Residence Code to prevent risks of fi re 

and panic. Providing public access to a building also requires 

authorisation from the mayor, which is contingent on inspection 

by the safety commission responsible for the safety measures 

(1) This rate was 16.5% (17.04% with the social solidarity contribution) for disposals carried out prior to December 31, 2008. 

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Contents 


187 


188 



applied. These buildings are then visited periodically for 

unannounced inspections by the competent safety commission 

with a view to verifying that they comply with safety standards; 

• energy performance review: when a property principally for 

residential purposes is rented or sold, the tenant or purchaser 

may request an energy performance review as specifi ed in 

Articles R. 134-1 to R. 134-5 of the French Construction and 

Residence Code, introduced by Article 1 of Decree 2006-1147 

dated September 14, 2006; 

• review of internal gas and electricity installations: when part 

or all of a residential property including an internal gas and/or 

electricity installation carried out more than 15 years ago is sold, 

an installation report is produced by the seller, as provided for in 

Articles R. 134-6 to R. 134-9 (internal gas installation report) and 

R. 134-10 to R. 134-13 (internal electricity installation report) of 

the French Construction and Residence Code; 

2.3 Insurance and risk covers 

General presentation of Company policy with 

regard to insurance 

ANF’s company policy on insurance is to protect the Company’s 

assets and provide optimum cover against risks related to a 

liability claim. 

ANF’s properties are covered against property damage at 

reinstatement cost and for loss of rent for up to three years. All of 

ANF’s portfolio is appraised by independent assessors on a halfyearly 

basis with a view to maintaining the best covers. 

In general terms, ANF believes that the insurance policies in place at 

the date of fi ling of the Registration Document are adequate given 

the value of the assets insured and the level of risk incurred. The 

degree of cover in place is intended to provide, in accordance with 

the above objectives and subject to insurance market constraints, 

material protection in the event of damage of a reasonably estimated 

intensity in terms of amount and probability. 

As of the date of fi ling of this Registration Document, no material 

damage has occurred that might cause changes either to terms for 

future covers or to the overall cost of insurance premiums. 

2.4 Legal and arbitration cases 

Current disputes are shown in Note 7 to the consolidated fi nancial 

statements and in Note 9 to the annual fi nancial statements. 

To the best of the Company’s knowledge, there is no other 

government, legal or arbitration case pending or by which it is 


• Commercial lease law: in conducting its business, ANF is also 

subject to regulations on commercial leases. Commercial leases 

are governed by Articles L. 145-1 and seq. and R. 145-1 et seq. 

of the French Commercial Code; 

• residential lease law (ordinary law leases): lettings of premises 

principally for residential use or principally for mixed business 

and residential use, as well as the letting of garages, parking 

spaces, gardens and other premises rented as ancillary to the 

main premises by the same lessor, are subject to law 89-462 

dated July 6, 1989; 

• property fi nance lease contract law: property fi nance leasing 

contracts are governed, in particular, by Articles L. 313-7 and 

seq. of the Monetary and Financial Code. A fi nance leasing 

contract is essentially a fi nancing technique consisting of both 

a lease and an option to purchase the leased property no later 

than the expiration of the lease. 

Insurance covers 

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Contents 

ANF has taken out damage insurance for all of its assets, including 

against storms, acts of terrorism or terrorist attacks, right of recovery 

by neighbours or third parties, loss of rent and consequential loss 

and compensation. 

The properties are insured at reinstatement cost on the day of the 

claim. The contractual compensation limit per claim is €60 million. 

ANF has also taken out operating civil liability, professional civil liability 

and legal expenses insurance. The contractual compensation limit 

varies according to the claim, but may reach a maximum amount 

of €9 million. 

The property insurance programme also includes policies taken out, 

project by project, for construction projects, in accordance with law 

78.12 of January 4, 1978. 

threatened that might have, or over the last 12 months has had, 

material effects on the fi nancial situation or profi tability of the 

Company and/or of the ANF group. 



Other information regarding the capital and the shareholding structure 

3. Other information regarding the capital 

and the shareholding structure 

3.1 Extracts from the Articles of Association regarding 

capital and the shareholding structure 

Form of shares (Article 7 of the Articles 


Fully paid-up shares can be registered or bearer shares, as the 

shareholder chooses. 

As an exception to the above, the shares of any shareholder 

other than an individual owning more than 10% of the Company’s 

dividend rights are to be held in pure registered accounts. 

They are held in an account under the conditions provided for by 

law and regulations. 

The Company may at any time ask an institution or intermediary, 

under the legal and regulatory conditions in force and subject to 

the corresponding penalties, to disclose the name or corporate 

name, the nationality and address of individuals or entities holding 

securities with current or future voting rights at the Company’s 

Shareholders’ Meetings, as well as the number of securities held 

by each individual or entity and, if applicable, any restrictions on the 

securities held. 

Share capital ownership information 

(Article 8 of the Articles of Association) 

Any individual or legal entity which, acting alone or jointly with others, 

should come to hold, either directly or indirectly, one percent (1%) 

or more of the capital or voting rights of the Company shall inform 

the Company of the aggregate number of shares, voting rights and 

future rights to Company equity it holds. It shall also report that 

information to the Company whenever the number of shares or 

voting rights it owns increase by an additional one percent (1%) or 

more of the capital and total voting rights. The information must be 

provided to the Company no later than fi ve (5) trading days after 

any acquisition of shares or voting rights which lead to one or more 

thresholds being exceeded. 

In the event that a shareholder should fail to comply with the above 

provisions, at the request of one or more shareholders owning fi ve 

percent (5%) or more of the Company’s capital, which request shall 

be recorded in the minutes of the Shareholders’ Meeting, any shares 

or voting rights not reported within this deadline shall be barred from 

voting at any Shareholders’ Meeting held within a period of two (2) 

years after they are reported by the owner. 

The foregoing reporting requirement shall also apply whenever the 

portion of shares or voting rights held decreases under the one 

percent (1%) threshold. 

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In the case the threshold of 10% direct or indirect ownership of 

rights to Company dividends is exceeded, all shareholders other 

than individuals are required, on their own responsibility, to indicate 

in the declaration that such threshold has been exceeded, whether 

or not they are subject to withholding tax (as defi ned in Article 24 of 

the Articles of Association). When such a shareholder declares that 

he is not subject to withholding tax, evidence must be presented 

at the Company’s request, on the understanding that any such 

evidence produced will not exempt that shareholder from the 

entire responsibility for such declarations. All shareholders other 

than individuals, who have notifi ed the Company that they have 

exceeded the above threshold, must notify the Company as soon 

as possible of any change in their tax status which might cause 

them to become or cease to be subject to withholding tax. 

Changes to shareholder rights 

Any change to shareholder rights is subject to legal requirements. 

There are no specifi c provisions in the Articles of Association. 

Changes to the share capital 

Provisions in the Articles of Association governing changes to ANF’s 

share capital are no more stringent than those required by law. 

Transfer and assignment of shares 

Contents 

The procedures for transferring and assigning shares are subject to 

legal requirements. There are no specifi c provisions in the Articles 

of Association. 

Rights conferred by each share (Article 9 

of the Articles of Association) 

In addition to the voting right granted by law, each share carries 

the right to a portion of the profi ts or liquidation surplus in direct 

proportion to the existing number of shares. 

Each time a certain number of shares must be owned to vote, it 

is the responsibility of those shareholders who do not own that 

number, to arrange the grouping of shares as required. 


189 


190 



Distribution of profi ts and payment of 

dividends (extracts from Article 24 of the 

Articles of Association “Company fi nancial 

statements – Distributions”) 

Where net income for the fi scal year enables it, and after deduction 

of funds for the legal reserves, the Shareholders’ Meeting may, 

at the Executive Board’s proposal, withhold such amounts as it 

deems useful, either to carry forward to the following year, or to 

allocate to one or more general or specifi c reserve funds, or to 

distribute to shareholders. 

The Shareholders’ Meeting to approve the fi nancial statements 

for the fi scal year may opt to grant all shareholders the option of 

payment in cash or in shares of all or part of the dividend to be 

distributed or paid in advance, under the conditions provided for by 

law and regulations in force at the date of its decision. 

Any shareholder other than an individual: 

(1) Owning directly or indirectly at least 10% of the rights to 

Company dividends when pay out is made, and 

(2) Whose specifi c situation, or the situation of whose partners 

directly or indirectly owning 10% or more of the rights to 

dividends in respect of payment of any dividend, makes the 

Company liable to 20% withholding tax under Article 208 C II 

(iii) of the French General Tax Code (“withholding tax”) (such 

shareholder being hereinafter called “subject to withholding 

tax”), will, when payment of the dividend is made, owe to the 

Company the sum payable by the Company as withholding tax 

in respect of the aforementioned distribution. In the absence 

of a declaration that a threshold has been exceeded under the 

terms laid down in Article 8, or in the absence of notifi cation of 

the confi rmation or information specifi ed in Article 23.3 before 

the required deadline, any shareholder in the Company directly 

or indirectly owning 10% or more of the rights to Company 

dividends on the day dividends are paid will be presumed to be 

subject to withholding tax. 

When a number of shareholders are subject to withholding tax, 

each will owe to the Company the share of the withholding 

tax payable by the Company to which that shareholder’s 

direct or indirect shareholding will have given rise. Whether a 

shareholder is subject to withholding tax is assessed at the 

date of payment of a dividend. Payment of any dividend to a 

shareholder subject to withholding tax will be by entry in that 

shareholder’s individual current account (on which no interest is 

paid), with the current account being repaid in fi ve (5) business 

days from that entry after offsetting with the sums payable by 

the shareholder subject to withholding tax to the Company 

under the provisions of this article. The Shareholders’ Meeting 

may grant each shareholder the option of payment in cash or 

in shares for all or part of the dividend to be distributed or paid 

in advance. Where a dividend is paid in shares, a shareholder 

subject to withholding tax will receive part in shares and the rest 

in cash (with that portion being paid by entry in an individual 

current account), so that the offsetting mechanism described 

above may be applied to the portion of the dividend paid by 

entry in an individual current account, it being specifi ed that 


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no fractional shares will be created and that the shareholder 

subject to withholding tax will receive an amount in cash equal 

to the value of any fractional shares. 

Shareholders’ Meeting – notices – meetings 

(extracts from Article 23 of the Articles 


1. Shareholders’ Meetings are called and held in the conditions 

provided for by law. 

2. Each share entitles to one vote. However, double voting rights 

are carried by all shares entirely paid up and for which proof of 

registration under one shareholder’s name for a period of two 

(2) years is provided. When capital is increased by incorporating 

reserves, profi ts or share issue premiums, double voting rights 

are awarded at issue to registered bonus shares granted to a 

shareholder in respect of existing shares carrying this right. 

Any share which is converted to bearer form, or which is 

transferred to another holder, relinquishes the double voting 

right. However, the transfer of ownership by inheritance, 

liquidation of joint ownership between spouses, or inter vivos 

gift to a spouse or relative who is an heir, does not cause vested 

rights to be lost and does not interrupt the time period in the 

preceding clause. 

3. Meetings are held either at the registered offi ce or in another 

place specifi ed in the meeting notice. 

A right to attend the Company’s Shareholders’ Meetings is 

conferred by registration of the shares in the shareholder’s 

name or the fi nancial intermediary acting on it behalf (under the 

conditions provided for by law) on the third business day prior 

to the meeting, at midnight (Paris time): 

• for registered shareholders: in the registered share accounts of 

the Company; 

• for bearer shareholders: in the bearer share accounts kept by 

the authorized intermediary, under the conditions provided for 

by the regulations in force. 

All shareholders may attend the meetings either in person or by 

proxy. All shareholders may also participate by voting by mail 

under the conditions provided for by laws and regulations in 

force. To be taken into account, a mail ballot must be received 

by the Company no later than three (3) business days prior to 

the date of the meeting. 

All shareholders, other than individuals, owning either directly 

or indirectly 10% or more of the rights to Company dividends, 

must confi rm or negate the information declared pursuant to 

Article 8, paragraph 4 of the Articles of Association no later than 

fi ve (5) business days prior to the date of the meeting. 

4. The meetings are chaired by the Chairman of the Supervisory 

Board or, in his absence, by the Vice-Chairman. In the absence 

of both, the meeting elects its own Chairman. 

5. Minutes of meetings are taken and copies or extracts thereof 

are certifi ed and delivered in accordance with the law. 


3.2 Share capital 

Number of shares 

On December 31, 2009, the share capital was twenty-six million 

seventy thousand eight hundred and forty-six euros (€26,070,846). 

It is represented by twenty-six million seventy thousand eight 

hundred and forty-six (26,070,846) shares, fully paid up and all of 

the same category. 

Shares giving access to the capital 

Please see paragraph 2.6 “Interests of executives and employees in 

the share capital” in Part II of the Registration Document. 

Shares not representing capital 

None. 

Acquisition of its own shares 

by the Company 

See paragraph 4.4 “Transactions related to the Company shares” in 

Part II of the Registration Document. 

Note that a liquidity contract was entered into on June 16, 

2008 with the commercial bank, Rothschild & Cie Banque. In 

3.3 Shareholder agreements 

Agreements declared to the AMF 

None. 

Agreements signed by ANF 

None. 



implementation of this contract, €427,963.18 was allocated to the 

liquidity account. The fi nancial resources allocated to this contract 

were increased in October 2008 and in September 2009, bringing 

them to €1,027,963.18. 

Share capital authorised but not issued 

Please refer to the table showing authority delegated and still in 

force in paragraph 6.2 “Summary of currently valid capital increase 

authorisations conferred by the Shareholders’ Meeting” in Part II of 

the Registration Document. 

Information concerning the Company’s 

capital on which there is an option 

or an agreement providing for options 

to be placed on it 

To the best of ANF’s knowledge, at the date of fi ling of the 

Registration Document, no person other than those referred to in 

paragraph 2.6, “Interests of executives and employees in the share 

capital”, in Part II of the Registration Document holds purchase or 

subscription options on ANF stock. 

Provisions restricting change of ownership 

of the Company 

None. 

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192 


Other information regarding corporate governance 

4. Other information regarding corporate 

governance 

4.1 Extracts from the Articles of Association regarding 

corporate governance 

Organisation and operation of the Executive 

Board and Supervisory Board 

a) Executive Board 

COMPOSITION (EXTRACTS FROM ARTICLES 17 AND 18 

OF THE ARTICLES OF ASSOCIATION) 

The Company is managed by an Executive Board consisting of 

three to seven members who are appointed by the Supervisory 

Board. The Executive Board operates under the control of the 

Supervisory Board, in accordance with the law and the Company’s 

Articles of Association. 

Members of the Executive Board may be chosen from outside the 

shareholders. They must be individuals. They may be re-elected. 

No member of the Supervisory Board may be a member of the 


The age limit for a member of the Executive Board is sixty-eight (68). 

Any member of the Executive Board reaching this age is deemed to 

have automatically resigned. 

The Executive Board is appointed for a term of four (4) years. In 

the event that a seat becomes vacant, the Supervisory Board, in 

accordance with the law, appoints the successor for the remaining 

term of the predecessor’s offi ce. 

The appointment of any member of the Executive Board may be 

dismissed either by the Supervisory Board or by the Shareholders’ 

Meeting on the Supervisory Board’s proposal. When an appointment 

is dismissed without justifi cation, damages may be awarded. 

The Supervisory Board appoints one of the members of the 

Executive Board as Chairman. 

EXECUTIVE BOARD MEETINGS (EXTRACTS FROM ARTICLE 19 

OF THE ARTICLES OF ASSOCIATION) 

1. The Executive Board meets as often as required by the 

Company’s interests, after a meeting has been called by the 

Chairman or by at least half of the Executive Board’s members, 

either at the registered offi ce, or at any other place stated in 

the notice of meeting. Items may be added to the agenda at 

the time of the meeting. Notices may be made by any form of 

communication, including verbally. 

2. The Chairman of the Executive Board or, in his absence, the 

Chief Operating Offi cer designated by him, chairs the meetings. 

3. An Executive Board meeting is valid only if at least half of its 

members are present. Decisions are adopted by the majority 

vote of the members present or represented. When votes are 

tied, the Chairman of the meeting has the casting vote. 


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Members of the Executive Board may take part in Executive Board 

meetings by means of video conference or telecommunication 

as authorised by the regulations applicable to Supervisory 

Board meetings. They are then deemed to be present for the 

calculation of the quorum and majority. 

4. Discussions at meetings of the Executive Board are recorded in 

the form of minutes held in a special register and signed by the 

members of the Executive Board attending the meeting. 

5. The Executive Board, for its own operation, sets out its internal 

rules of procedure and notifi es the Supervisory Board thereof. 

AUTHORITY AND OBLIGATIONS OF THE EXECUTIVE BOARD 

(ARTICLE 20 OF THE ARTICLES OF ASSOCIATION) 

1. The Executive Board enjoys the most extensive authority to act 

in all circumstances in the name of the Company, within the limits 

of the corporate purpose and subject to the authority expressly 

conferred by law and the Articles of Association to Shareholders’ 

Meetings and the Supervisory Board. 

No restriction of its authority is binding on third parties, and they 

can sue the Company for performance of commitments made 

on its behalf by the Chairman of the Executive Board or the 

Chief Operating Offi cer, if their appointments have been validly 

publicised. 

2. Members of the Executive Board may, with the authorisation of 

the Supervisory Board, divide management roles between them. 

Under no circumstances, however, may this division relieve the 

Executive Board of the obligation to meet and discuss the most 

pertinent corporate management issues, nor may it be invoked 

as grounds for exemption from the joint and several liability of the 

Executive Board and each of its members. 

3. The Executive Board may invest, in one or more of its members, 

or in any person not on the Board, such special temporary 

or permanent roles as it determines, and delegate to them 

such powers as it deems necessary for one or more specifi c 

purposes, with or without the option to further delegate such 

authority. 

4. The Executive Board draws up and presents to the Supervisory 

Board the quarterly, half-yearly and annual fi nancial statements, 

budgets and reports, as required by law and paragraph 1 of 

Article 14 above. 

The Executive Board calls all Shareholders’ Meetings, draws up 

their agenda and executes their decisions. 

5. Members of the Executive Board are liable to the Company 

or to third parties jointly and severally as appropriate for 

contraventions of legal provisions governing limited companies, 


violation of these Articles of Association, or faults committed 

in management, under the terms and subject to the sanctions 

provided for by the legislation in force. 

COMPENSATION OF MEMBERS OF THE EXECUTIVE BOARD 


The Supervisory Board determines the method and amount of 

compensation for each member of the Executive Board, and 

determines the number and terms of any stock purchase or 

subscription options granted to them. 

b) Supervisory Board 

COMPOSITION (ARTICLE 11 OF THE ARTICLES OF ASSOCIATION) 

1. The Supervisory Board consists of a minimum of three (3), and a 

maximum of eighteen (18), members subject to the derogation 

provided by law in the event of a merger. 

The members of the Supervisory Board are appointed by an 

Ordinary Shareholders’ Meeting, except for the option available 

to the Supervisory Board of co-opting replacements in the 

event of one or more seats becoming vacant. A member is coopted 

for the remaining term of his predecessor’s offi ce, subject 

to ratifi cation by the following Shareholders’ Meeting. 

The number of members of the Supervisory Board aged over 

seventy (70) may not exceed one third of the number of sitting 

members of the Supervisory Board. When that proportion is 

exceeded, the oldest member of the Supervisory Board, with 

the exception of the Chairman, ceases his duties at the end of 

the following Shareholders’ Meeting. 

2. Throughout their term of offi ce, each member of the Supervisory 

Board must own at least two hundred and fi fty (250) shares. 

3. Members of the Supervisory Board are appointed for a term 

of six (6) years. They may stand for re-election. The duties of 

members of the Supervisory Board end following the Ordinary 

Shareholders’ Meeting to approve the fi nancial statements for 

the fi scal year just ended, held in the year during which the term 

of offi ce expires. 

CHAIRMANSHIP OF THE SUPERVISORY BOARD (ARTICLE 12 OF 

THE ARTICLES OF ASSOCIATION) 

1. The Supervisory Board elects a Chairman and Vice-Chairman, 

from among the members of the Supervisory Board, for the full 

period of their appointment. They must be individuals. 

The Supervisory Board sets their compensation whether fi xed 

or variable. 

The Chairman is responsible for calling the Supervisory Board 

at least four times per year, and for chairing its proceedings. 

2. The Vice-Chairman has the same responsibilities and 

prerogatives as the Chairman when the Chairman is unable to 

attend, or has delegated his duties to him temporarily. 

3. The Supervisory Board may appoint a secretary who may be a 

member of the Supervisory Board or not. 



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SUPERVISORY BOARD MEETINGS (ARTICLE 13 OF THE ARTICLES 

OF ASSOCIATION) 

1. The members of the Supervisory Board may be notifi ed of 

meetings by any means, including verbally. 

Supervisory Board meetings are held at the registered offi ce 

or in any other place specifi ed in the notice of meeting. They 

are chaired by the Chairman of the Supervisory Board or, in his 

absence, by the Vice-Chairman. 

2. Meetings are held and decisions taken when there is a quorum 

and majority as required by law. When votes are tied, the 

Chairman of the meeting has the casting vote. 

3. The Supervisory Board sets internal rules of procedure which 

may specify that, except for decisions relating to the appointment 

or replacement of its Chairman and Vice-Chairman, and those 

relating to the appointment or dismissal of members of the 

Executive Board, the members of the Supervisory Board 

taking part in the Supervisory Board’s meeting by means of 

video conference or telephone are deemed to be present for 

the purposes of a quorum and majority, under the conditions 

allowed or laid down by law and regulations in force. 

4. Minutes are taken of Supervisory Board meetings and copies or 

extracts thereof are delivered and certifi ed in accordance with 

the law. 

AUTHORITY OF THE SUPERVISORY BOARD (EXTRACTS FROM 

ARTICLE 14 OF THE ARTICLES OF ASSOCIATION) 

The Supervisory Board monitors the Executive Board’s 

management of the Company on an ongoing basis. 


verifi cations as it sees fi t, and may require the Executive Board 

to provide any and all documents that it considers useful to 

accomplish its duties. 

The Executive Board submits a report to the Supervisory Board 

at least once per quarter, summarizing the main actions and 

facts pertinent to the management of the Company, providing 

the Supervisory Board with full information on the development 

of the Company’s business, including quarterly and half-yearly 

fi nancial statements. 

Budgets and investment plans are presented to the Supervisory 

Board once every six months. 

After the end of each fi scal year, within the regulatory deadlines, 

the Executive Board presents the annual fi nancial statements, 

consolidated fi nancial statements and its report to the Shareholders’ 

Meeting to the Supervisory Board for the purposes of review 

and control. The Supervisory Board presents its comments on 

the Executive Board’s report and on the annual company and 

consolidated fi nancial statements at the Annual Shareholders’ 

Meeting. 

This supervisory role may not under any circumstances give rise 

to acts of management being effected directly, or indirectly, by the 

Supervisory Board or its members. 

The Supervisory Board appoints and may remove members of the 

Executive Board, as prescribed by law and Article 17 of the Articles 

of Association. 

The Supervisory Board draws up the draft resolutions to be 

submitted to the Shareholders’ Meetings for appointing Statutory 

Auditors, as prescribed by law. 


193 


194 



The following transactions require the prior approval of the 

Supervisory Board: 

a) Pursuant to applicable law and regulations: 

• disposal of real property; 

• full or partial disposal of investments; 

• the creation of security interests, as well as the granting of 

securities, endorsements and guarantees. 

b) By the Articles of Association: 

• proposal to the Shareholders’ Meeting of any amendments to the 

Articles of Association; 

• any transactions which may, immediately or at a later date, result 

in an increase or reduction of the Company’s share capital, via 

the issue of securities or the cancellation of shares; 

• the introduction of any stock option plan, and any allocation of 

Company stock purchase or subscription options; 

• any proposal of share buyback programmes to the Shareholders’ 


• any proposal to the Shareholders’ Meeting to appropriate 

income, and distribution of dividends, or interim dividends; 

• the acquisition of a new or additional ownership interest in any 

entity or company, or disposal of investment, for an amount in 

excess of twenty million euros (€20,000,000); 

• any debt agreement where the amount of the transaction exceeds 

twenty million euros (€20,000,000) in one or more instalments. 

In assessing the threshold of twenty million euros (€20,000,000), 

the following are taken into account: 

• the value of the investment made by the Company as it 

appears in its company fi nancial statements, be it in the form 

of capital or similar instruments, or shareholder loans or similar 

instruments, 

• liabilities or similar instruments where the Company gives a 

specifi c guarantee or security for such fi nancing. Other loans 

taken out by the concerned subsidiaries or shareholding, or by 

an ad hoc acquisition company and for which the Company 

has not provided a specifi c guarantee or security, are not taken 

into account when calculating the aforementioned threshold; 

c) any agreement under Article L. 225-86 of the French Commercial 

Code. 

The Supervisory Board may decide to create committees with 

responsibility for reviewing issues referred to them for their opinion 

by the Supervisory Board or its Chairman. 

COMPENSATION OF MEMBERS OF THE SUPERVISORY BOARD 


Attendance fees may be granted to the Supervisory Board by the 

Shareholders’ Meeting. The Supervisory Board distributes such 

fees freely amongst its members. 

The Supervisory Board may also grant exceptional compensation to 

members of the Supervisory Board under the conditions provided 

for by law. 


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c) Internal rules of procedure of the Supervisory Board 

On May 4, 2005, ANF’s Supervisory Board adopted internal rules 

of procedure intended to specify its terms of operation, in addition 

to legal provisions and provisions in the Company’s Articles of 

Association. 

Appendices to the internal rules of procedure contain an Audit 

Committee charter, a Properties Committee charter and a 

Compensation and Appointments Committee charter. These 

specify the tasks and terms of these committees’ meetings (see 

also paragraph “Supervisory Board Committees” in the “Report of 

the Chairman of the Supervisory Board on internal control” in Part II 

of the Registration Document). 

These internal rules of procedure, pursuant to Article 13 of the 

Company’s Articles of Association, can be amended at any time by 

the Supervisory Board. 

Article 1: Board Participation. Independence 

1. Each member of the Supervisory Board must dedicate the time 

and attention necessary to exercise his offi ce and must regularly 

attend meetings of the Board and of the Committee(s) of which 

he is a member. 

Any Board member who has not attended half of the meetings 

of the Board and Committees of which he is a member over the 

year is deemed to wish to terminate his offi ce and is requested 

to resign. 

2. Every year, the Supervisory Board defi nes and reviews the 

independence of its members. It rules on the qualifi cation of 

its members based on the opinion of the Compensation and 

Appointments Committee 

A member of the Supervisory Board is independent when, 

directly or indirectly, he has no relationship whatsoever with 

the Company, its Group or its management, that may affect or 

compromise his freedom of judgement. 

In principle, any member of the Supervisory Board is considered to 

be an independent member if he: 

• is not, and has not been during the course of the last fi ve fi scal 

years, a corporate offi cer or employee of the Company or a 

company that it consolidates; 

• is not, and has not been during the course of the last fi ve fi scal 

years, the corporate offi cer of a company in which the Company, 

or one of its employees, designated for this purpose, holds or has 

held the offi ce of director; 

• is not, and has not been during the last fi ve fi scal years, a 

Statutory Auditor of the Company or of one of its subsidiaries; 

• is not, directly or indirectly, in a material manner, a client, 

supplier, investment or corporate banker of the Company or its 

subsidiaries; 

• has no close family links with any of the Company’s corporate 

offi cers. 

The Supervisory Board may consider that one of its members 

satisfying these criteria must not be qualifi ed as independent due 


to a specifi c situation, or conversely that one of its members not 

satisfying all these criteria must be qualifi ed as independent. 

Article 2: Supervisory Board meetings 

1. In application of paragraph 3 of Article 12 of the Articles of 

Association, on the proposal of its Chairman, the Supervisory 

Board appoints a secretary, who is not required to be one of its 

members. 

2. The Supervisory Board meets as often as the Company’s 

interests requires and at least once a quarter. Notices may be 

served by letter, telegram, fax, electronic mail or communicated 

verbally by the Secretary of the Supervisory Board. 

Meetings are convened by the Chairman, who defi nes the 

agenda which is set only at the time of the meeting. 

If the Chairman is unable to attend, he is replaced in all 

capacities by the Vice-Chairman. 

The Chairman must hold a Supervisory Board meeting within 

two weeks of any request for a meeting submitted with 

justifi cation by at least one-third of its members or by the 

Executive Board. If the request is not met, those who requested 

the meeting are authorised to convene a meeting themselves 

and establish the agenda thereof. 

The meetings are held at the location designated in the notice 

of meeting. 

3. A member of the Supervisory Board may give any other 

Supervisory Board member proxy for a meeting by letter, 

telegram, fax or electronic mail. Members are authorised to act 

as proxy for one member only at a given meeting. 

These provisions apply to permanent representatives of a legal 

entity. 

A Supervisory Board meeting is valid only if at least half of its 

members are present. Decisions are adopted by the majority of 

the members present or represented. When votes are tied, the 

Chairman of the meeting has the casting vote. 

4. Except for decisions relating to the appointment or replacement 

of its Chairman and Vice-Chairman, and those relating to the 

appointment or dismissal of members of the Executive Board, 

the members of the Supervisory Board taking part in the 

meeting by means of video conference or telecommunication 

are deemed to be present for the purposes of a quorum and 

majority, under the conditions allowed or laid down by law and 

regulations in force. 

5. The Supervisory Board can authorise non-members to attend 

meetings, including by video conference or other means of 

telecommunication. 

6. An attendance register is signed by members of the Supervisory 

Board in attendance and kept at the registered offi ce. 

Article 3: Minutes 

Minutes of the deliberations of every Supervisory Board meeting 

are recorded, in accordance with the legal provisions in effect. 

The minutes indicate whether means of video conference or 

telecommunication were used as wall as the name of each member 

having attended the meeting by such means. 

The Secretary of the Supervisory Board is authorised to deliver and 

certify copies or extracts of minutes. 



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Article 4: Exercise of powers of the Supervisory Board 

The Supervisory Board monitors the Executive Board’s 

management of the Company on an ongoing basis. To do so it 

exercises its powers granted by law and the Articles of Association. 

1. Information provided to the Supervisory Board 


verifi cations as it sees fi t, and may require the Executive Board 

to provide any and all documents that it considers useful to 

accomplish its duties. 

On a monthly basis, the Executive Board sends the Chairman a 

summary of the Company’s investments, cash position, possible 

debt and the transactions carried out. 

At least once a quarter, the Executive Board presents the 

Supervisory Board with a report covering these same items and a 

description of the Company’s businesses and strategy. 

The Executive Board also presents its budgets and investment 

plans to the Supervisory Board once every six months. 

2. Prior authorisation from the Supervisory Board 

1. Pursuant to Article 14.5 of the Articles of Association, the 

Supervisory Board sets the duration, amounts and terms 

under which it authorises in advance one or more transactions 

defi ned in a) and b) of paragraph 4 of Article 14 of the Articles of 

Association by a written decision which is then communicated 

to the Executive Board. 

2. By authorisation of the Supervisory Board and based on the 

favourable opinion of the Properties Committee, the Chairman 

can authorise the Executive Board to carry out transactions 

defi ned in a) and b) of paragraph 4 of Article 14 of the Articles 

of Association, between two Supervisory Board meetings in the 

event of an emergency only if the amount of said transactions 

(as accounted for in assessing the threshold, in accordance 

with Article 14, paragraph 4 of the Articles of Association) is 

between €20,000,000 and €50,000,000 for the transactions 

listed in the last two sub-sections of b). 

This authorisation must be given in writing. At its next meeting, 

the Chairman will submit a report to the Supervisory Board for 

ratifi cation. 

3. The Supervisory Board grants its Chairman the authority to 

appoint any new Company representative to any board of 

any French or foreign company in which the Company has an 

investment of at least €20,000,000. 

4. The Chairman of the Supervisory Board may issue an opinion at 

any time to the Executive Board on any transaction that it has 

carried out, is carrying out or is planning to carry out. 

5. The prior approvals and authorisations granted to the Executive 

Board in application of Article 14 of the Articles of Association 

and this Article are mentioned in the minutes to the Supervisory 

Board and Executive Board meetings. 

Article 5: Creation of committees – Shared provisions 

1. In application of paragraph 6 of Article 14 of the Articles of 

Association, the Supervisory Board decided to set up an Audit 

Committee, Properties Committee and a Compensation and 

Appointments Committee. These three specialised Committees 

are permanent committees. Their particular missions and 


195 


196 



operating rules are laid down in their internal rules provided in 

appendices 1, 2 and 3 of these regulations. 

2. Each Committee has between three and seven members 

appointed in their own names, who cannot delegate 

representatives. They are chosen at the Supervisory Board’s 

discretion and from among its members. The Supervisory 

Board ensures that they include independent members. 

3. Committee members’ terms of offi ce correspond to their 

terms as members of the Supervisory Board, the Supervisory 

Board being at all times entitled to change the composition of 

the Committees, thereby ending the term of any Committee 

member. 

4. The Supervisory Board can also appoint one or more nonvoting 

members to one or more Committees for the term it 

chooses. Pursuant to the Articles of Association, non-voting 

members appointed by the Supervisory Board take part in the 

deliberations of the Committee to which they are appointed in 

an advisory capacity only. They cannot replace members of the 

Supervisory Board and only issue opinions. 

5. The Supervisory Board appoints the Committee Chairman 

among its members for the length of his term as Committee 

member. 

6. Each Committee reports on the performance of its mission at 

the following Supervisory Board meeting. 

7. Each Committee sets the frequency of its meetings held at the 

registered offi ce or any other location chosen by the Chairman, 

who sets the agenda for each meeting. 

The Committee Chairman may decide to invite all of the 

members of the Supervisory Board to attend one or more of 

the Committee’s meetings. Only Committee members take part 

in deliberations. 

Each Committee can invite any person of its choice to its 

meetings. 

8. The minutes of each meeting are drawn up, unless otherwise 

indicated, by the meeting Secretary appointed by the Committee 

Chairman and under the Committee Chairman’s authority. 

It is transmitted to all Committee members. The Committee 

Chairman decides how he will report on the Committee’s work 

to the Supervisory Board. 

9. Each Committee issues proposals, recommendations and 

opinions within its area of competence. For this purpose, it may 

conduct, or have conducted, any and all studies likely to clarify 

the deliberations of the Supervisory Board. 

10. The compensation of members of each Committee is set by 

the Supervisory Board and deducted from the global annual 

amount of attendance fees. 

Article 6: Compensation of the Supervisory Board 

1. The Chairman and Vice-Chairman may be paid compensation 

whose type, amount and terms are determined by the 

Supervisory Board based on the proposal of the Compensation 

Committee. 

2. The amount of attendance fees set by the Shareholders’ 

Meeting in application of Article 15 of the Articles of Association 


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is distributed by the Supervisory Board between the Supervisory 

Board, its specialised Committees and possibly non-voting 

members, according to the following rules: 

• The Supervisory Board determines the amount of attendance 

fees allocated to members of the Supervisory Board and the 

amount of those allocated to the Chairman and members of 

each Committee. 

• Half of the amount of the attendance fees allocated to the 

Supervisory Board and Committee members are distributed 

evenly and the other half in proportion to their actual attendance 

at Board and Committee meetings. 

• The Supervisory Board may decide to allocate a portion of its 

attendance fees to non-voting members, under conditions it 

determines. 

Article 7: Ethics 

1. Supervisory Board and Committee members as well as 

any other person who attends its meetings and those of its 

Committees are required to respect the confi dentiality of its 

deliberations and those of its Committees as well as any other 

confi dential information or information presented as such by its 

Chairman or the Chairman of the Executive Board. 

2. For example, if the Supervisory Board receives specifi c 

confi dential information that could affect the share price of the 

Company or a company it controls when published, members 

of the Supervisory Board must refrain from communicating this 

information to any third parties as long as it has not been made 

public. 

3. Each member of the Supervisory Board is required to inform 

the Company in writing by confi dential mail, through the 

intermediary of the Chairman of the Supervisory Board, of the 

number of Company shares it owns and of any transactions 

carried out involving these shares by himself or persons 

with whom he has close ties within fi ve business days of the 

transaction taking place. It also informs the Company of the 

number of shares it owns at December 31 of each year and 

during any fi nancial transactions, to enable the Company to 

disclose this information. 

4. The Company may require members of the Supervisory Board 

to provide any information relating in particular to transactions 

involving shares in listed companies that may be necessary for 

it to meet disclosure obligations to the authorities, notably stock 

market authorities, in certain countries. 

5. When a transaction is planned that directly or indirectly involves 

a member of the Supervisory Board or a non-voting member 

(e.g. when a member of the Supervisory Board is affi liated: 

with the seller’s bank, the bank of a competitor of ANF for said 

transaction, to a signifi cant supplier or client of a company in 

which ANF plans to invest), he is required to inform the Chairman 

of the Supervisory Board as soon as he is aware of any such 

projects and indicate whether he is directly or indirectly involved 

and in what capacity. The member of the Supervisory Board 

or non-voting member concerned is required to refrain from 

attending the portion of the Supervisory Board meeting or that 

of one of its Committees concerning the project in question. 

Consequently, he does not take part in the Board’s deliberations 


or vote on the project in question and the portion of the minutes 

of the meeting concerning the project are not submitted to him. 

Article 8: Notifi cation 

These internal rules of procedure are sent to the Executive Board, 

which takes note of them at a special meeting. 

APPENDIX I – AUDIT COMMITTEE CHARTER 

Article 1: Duties 

The Audit Committee reviews the Company’s annual and half-yearly 

fi nancial statements before they are submitted to the Supervisory 

Board. 

Article 2: Resources 

The Audit Committee: 

• is involved in the selection of the Company’s Statutory Auditors 

and those of the companies that it directly or indirectly controls. 

It verifi es their independence, examines and confi rms, in their 

presence, their audit programme, the results of their reviews, 

their recommendations and the resulting consequences; 


Company, as well as any potential diffi culties arising from the 

correct application of such rules, and it examines any proposed 

change of accounting grids or modifi cations of accounting 

methods; 







• is informed of internal control processes and internal audit 

programmes whenever necessary; 

• is presented each half-year, by the Executive Board, with an 

analysis of the risks to which the Company is exposed. 

Article 3: Meetings 

The Committee meets at least four times a year after a meeting 

has been called by its Chairman. It also meets on request by 

the Chairman of the Supervisory Board or the Chairman of the 


Any Audit Committee members who attend the meeting by video 

conference or any other means of telecommunication are deemed 

present for the purposes of quorum and majority in accordance 

with relevant laws and regulations in effect for Supervisory Board 

meetings. 



� 

APPENDIX II – PROPERTIES COMMITTEE CHARTER 

Contents 



contemplated transactions, acts or proposals to the Shareholders’ 

Meeting submitted to it by the Chairman of the Supervisory Board 

under the provisions of Article 2.2 of the Supervisory Board’s 

internal rules of procedure. 


The Properties Committee meets when necessary after a meeting 

has been called by its Chairman. It also meets on request by 

the Chairman of the Supervisory Board or the Chairman of the 


Any Properties Committee members who attend the meeting 

by video conference or any other means of telecommunication 

are deemed present for the purposes of quorum and majority 

in accordance with relevant laws and regulations in effect for 

Supervisory Board meetings. 

APPENDIX III – COMPENSATION AND APPOINTMENTS COMMITTEE 

CHARTER 


The Compensation and Appointments Committee: 

• submits proposals to the Supervisory Board as to the 


of the Executive Board, as well as the amount of attendance 

fees to be proposed at the Shareholders’ Meeting and the 

allocation of Company stock option plans to members of the 

Executive Board; 

• also submits recommendations for appointing, removing and 



and compensation of the key executives of the Company. 


The Committee meets at least once a year after a meeting has been 

called by its Chairman. It also meets on request by the Chairman 

of the Supervisory Board or the Chairman of the Executive Board. 

Any Compensation and Appointments Committee members 

who attend the meeting by video conference or any other means 

of telecommunication are deemed present for the purposes 

of quorum and majority in accordance with relevant laws and 

regulations in effect for Supervisory Board meetings. 


197 


198 



4.2 Declarations related to corporate governance 

As decided by the Supervisory Board at its meeting of December 9, 

2008 and made public by a press release dated December 12, 

2008, the Company refers to the AFEP/MEDEF Corporate 

Governance Code of December 2008 available on the MEDEF 

website (www.medef.fr) (“the Corporate Governance Code”). The 

Corporate Governance Code, consisting of the October 2003 AFEP/ 

MEDEF report on the corporate governance of listed companies 

4.3 Information concerning service contracts between 

members of the Executive Board and Supervisory 

Board, and ANF or any of its subsidiaries 

There are no service agreements between members of the 

Executive Board or Supervisory Board, and ANF or its subsidiary 

involving any particular benefi ts except for a service level agreement 

between Eurazeo and ANF described in the paragraph “Services 

contract” in Section 5.3 of Part VI of the Registration Document 

4.4 Related-party transactions 

In accordance with Article 28 of European Commission Regulation 

(EC) No. 809/2004, the Statutory Auditors’ special reports on 

regulated agreements relating to the fi scal years ended December 31, 

2008 and December 31, 2007, which are included respectively in 

the Registration Document fi led with the Financial Markets Authority 

on April 30, 2009 under number R. 09-041 (paragraph 6.9) and the 

Registration Document fi led with the Financial Markets Authority on 

April 25, 2008 under number R. 08-034 (paragraph 7.10.1), are 

included by reference in this Registration Document. 


� 

Contents 

and recommendations on the compensation of executives of 

January 2007 and October 2008 recommends a number of good 

operating principles to improve the management and image of 

listed companies with investors and the public (see paragraph 6.7 

“Report of the Chairman of the Supervisory Board on internal 

control” in Part II of the Registration Document). 

and the benefi ts granted to certain member of the Executive Board 

described in paragraph “Members of the Executive Board and 

Supervisory Board of ANF remunerated by Eurazeo” in Section 2.5 

of Part II of the Registration Document. 

Please refer to the description of the framework agreement with 

the B&B group in Chapter 10 “B&B” in Part I of the Registration 

Document. 

See paragraph 8 “Special report of the Statutory Auditors 

on regulated agreements and commitments” in Part II of the 

Registration Document. 

See also Note 14 to the consolidated fi nancial statements and 

Note 20 to the Company fi nancial statements in Parts III and IV 

respectively of the Registration Document. 



Other information concerning the Group’s business and organisation 

5. Other information concerning the Group’s 

business and organisation 

5.1 Organisation chart 

Company organisation chart 

ANF’s organisation chart at the date of fi ling of the Registration Document is as follows: 

99.9% 

59.2% 

63.4% 45.0% 

SGIL 

Eurazeo 

Immobilière 

Bingen 


1-3 Rue d'Hozier 

40.8% 

Public 

100% 

ANF République 

ANF was 59.24%-owned by Eurazeo at December 31, 2009. As a result, ANF was, at that date, fully consolidated in the consolidated fi nancial 

statements of the Eurazeo group. 

See also the table in Note 19 to the Company’s annual fi nancial statements presenting the subsidiaries and shareholdings. 

Relations between the parent company and its subsidiaries 

See paragraph 1.6 “Activities of the main subsidiaries” in Part II of the Registration Document. 

5.2 Properties and equipment 

See Section 7 “Lyons” and Section 8 “Marseilles” in Part I of the Registration Document. 

5.3 Major contracts 

Financing contracts 

On July 27, 2007, ANF renegotiated a €186 million loan taken out 

in 2005 from a banking pool consisting of Calyon, HSBC, BECM 

and Société Générale, increasing it to €250 million. This new line 

of credit is for a period of seven years. The contract concerning 

this loan has been subject to two amendments, respectively dated 

October 30, 2007 and July 7, 2008. The main features of this line 

of credit are: 

• the interest rate is Euribor +0.50%; 

• the ratios with which ANF must comply are: 

� 

• loan to value (LTV) ratio of 50% or less, 

Contents 

• interest coverage ratio (ICR) (EBITDA over fi nancial income) of 

2 or more; 

• the loan contract includes a clause providing that an accelerated 

payoff of the outstanding debt on the loan may be declared in the 

event of a change in control. 

At December 31, 2009, €185.9 million had been drawn from this 

line of credit. At the date of this Registration Document, the available 

amount of this line of credit is €64.1 million. 


199 


200 



Furthermore, on October 31, 2007, ANF negotiated a loan from a 

banking pool consisting of Natixis, BECM and Société Générale. 

The maximum total principal amount of this loan was €212.8 million 

(the rate is Euribor +0.55%) in the form of an “acquisition” tranche 

with a maximum principal amount of €182 million for the partial 

long-term fi nancing of the acquisition of B&B group hotels, and a 

short-term “VAT” tranche, to a maximum of €30.8 million, for the 

short-term fi nancing of value-added tax relating to this acquisition. 

These sums were fully drawn. The same loan to value and interest 

coverage ratios must be complied with for this loan as for the line 

of credit referred to above. The short-term “VAT” tranche was fully 

repaid by the Company in April 2008. 

ANF has also been granted a line of credit for a maximum total 

amount of €75 million. This takes the form of three tranches: a B1 

tranche, with a maximum principal amount of €31 million, to fi nance 

work on existing hotels; a B2 tranche, with a maximum principal 

amount of €27 million, to fi nance the construction of hotels already 

identifi ed; and a B3 tranche, with a maximum principal amount of 

€17 million, to fi nance the acquisition of new hotels. This €75 million 

will be paid on ANF’s request according to progress on the various 

developments under way. At December 31, 2009, a total amount 

of €54.6 million had been drawn from this line of credit which is 

also subject to compliance with the same loan to value and interest 

coverage ratios as those concerning the line of credit mentioned 

above. The loan contract has a cross default clause and provides 

that in the event that a change in control occurs, the Company 

must immediately repay all outstanding debts on its loans. 

In April 2008, the Company entered into a loan contract with Société 

Générale for €11 million at a variable rate of Euribor + 0.50%, 

granted for a term expiring on March 31, 2015. This loan is subject 

to compliance with the same loan to value and interest coverage 

ratios as those concerning the line of credit mentioned above, as 

well as maintaining (i) a value of €400,000,000 for the Company’s 

revalued assets and (ii) a total value for the Company’s mortgaged 

real estate assets under 30% of the value of its revalued assets, 


excluding B&B hotels. The loan contract includes a cross default 

clause and provides that the lender, in the event of a change in 

control, may declare an accelerated payoff of the outstanding debt 

on the loan. In 2009, €2,750,000 in principal was repaid to the 

bank following ANF’s disposal of property included in this fi nancing. 

At December 31, 2009, €8,250,000 in principal was drawn on this 

loan. 

In July 2009, ANF negotiated a loan contract of a maximum of 

€5.6 million with Banque Martin Maurel. The main terms are: rate 

of Euribor + 1.20%; a fi rst-level mortgage was approved by the 

bank as a loan guarantee. At December 31, 2009, €1,422,961 in 

principal was drawn on this loan. 

Strategic agreement with the B&B group 

Please refer to Chapter 10, “B&B” in Part I of the Registration 

Document. 

Services contract 

5.4 Dependence on patents or licences 

ANF is not engaged in any research and development activity and does not own any patents or licences. 

On December 20, 2005, ANF signed a services contract with 

Eurazeo, under the terms of which Eurazeo undertakes to provide 

general assistance to ANF to help the Company achieve the 

objectives established by the Supervisory Board and the Executive 

Board. This contract is for a term of one year from January 1, and 

is renewable for further periods of one year. 

Compensation for Eurazeo consists of all costs and expenses 

incurred by Eurazeo in providing the services supplied to ANF. 

For the year ended December 31, 2009, the amount paid by ANF 

under this service contract was €927,000 excluding tax (paid 


Eurazeo will be paid €1,038,000 excluding tax for 2010 (paid in 

2011). 

5.5 Material changes in the fi nancial situation 

At the date of this Registration Document and to the best of ANF’s knowledge, there have been no material changes in its fi nancial or 

commercial situation since December 31, 2009. 

� 

Contents 


5.6 History 

Important events in the development of the 

Company’s business 

The Company as it exists today grew out of the transfer to ANF of 

property activities from companies which have now been dissolved. 

Following these transfers, ANF’s business changed completely, so 

that it is now devoted exclusively to property asset management. 

a) Origins of the Company’s property business 

1854: Rue Impériale de Lyon, a limited company (société 

anonyme) is founded, and is responsible for the opening of 

Rue de la République, which was called Rue Impériale at 

the time. 

1878: Société Immobilière Marseillaise is founded, bringing 

together the property companies involved in the 

development of the cut through from Vieux-Port to La 

Joliette. 

1965: The partners of Lazard Frères & Cie acquire control of Rue 

Impériale de Lyon. 

1967: Rue Impériale de Lyon makes a successful bid for Société 

Immobilière Marseillaise. 

Between 1967 and 2002: At the same time as operating their 

real estate assets, Rue Impériale de Lyon and its subsidiary, 

Société Immobilière Marseillaise, gradually diversifi ed 

their area of business by establishing a programme of 

disposal and reinvestment, devoting part of their cash 

to the purchase of shares and the holding of strategic 

investments. Through this policy, over the years the two 

companies became shareholders in Eurafrance which took 

the name Eurazeo in 2002 following the merging of its 

subsidiary Azeo (formerly called Gaz et Eaux). 

2002: Rue Impériale de Lyon absorbs its subsidiary, Société 

Immobilière Marseillaise, and is renamed “Rue Impériale”. 

2004: Eurazeo, the company that grew out of the merger of 

Eurafrance and Azeo, absorbs its parent company, Rue 

Impériale, and its real estate assets. 

2005: Eurazeo acquires 93% of ANF from Finaxa, a member of 

the AXA group, and transfers its property assets to ANF. 

2006: On April 28, ANF opts for the SIIC regime, with retroactive 

effect to January 1, 2006. 

2007: On October 31, ANF buys a portfolio of 159 hotel properties 

in France operated by Groupe B&B Hotels under the B&B 

and Villages Hôtel brands, for €471 million. 

2008: On April 11, 2008 ANF purchases four property complexes 

and nine co-ownership premises in Lyons for €18 million. 

This purchase in particular enabled ANF to control almost 

all the Haussman-style properties on the Place de la 

République. 



� 

Development of the partnership with B&B. 

Pursuit of investments in Lyons and Marseilles. 

Administrative approvals were obtained for all the projects 

in Marseilles and for the Mansardes project in Lyons. 

2009 ANF sold nearly €50 million in assets in Lyons and Marseilles 

as part of its asset rotation policy. 

Five B&B hotels were purchased for €20 million. 

Investments continued in Lyons and Marseilles as did the 

fi nancing of work on certain B&B Hotels. 

b) Important events in ANF’s development 

Contents 

ANF, originally named “Ateliers de Construction du Nord de la 

France”, was founded in 1882. 

In the fi rst half of the 20th century, ANF assisted the country’s 

industrial development by building equipment for the establishment 

and operation of railways, trams and other means of transport, and 

through the production of viaducts, bridges and various machines. 

This industrial activity was followed by a period during which ANF 

became a holding company. 

When AXA acquired the Providence group, which owned 26% of 

ANF, ANF joined the AXA group scope. At the end of 1986, AXA 

owned 45% of ANF’s capital through its subsidiary Finaxa, which 

was then a holding company with a portfolio of industrial and 

property assets, including fl oors of the Tour Aurore in the district 

of La Défense. 

In 1990 various market transactions with investors and AXA 

subsidiaries took Finaxa’s shareholding in ANF to 93%. Following 

the sale of Financière des Terres Rouges (Rivaud group) and 32% of 

Compagnie du Cambodge in 1997 (a listed company of the Rivaud 

group), ANF’s assets were limited to AXA shares and six fl oors of 

the Tour Aurore building. 

In October 2004 the fl oors of the Tour Aurore were sold. ANF’s 

assets at the time amounted only to cash and fi nancial assets (AXA 

shares in particular). 

In May 2004 Eurazeo absorbed its parent company, Rue Impériale, 

and absorbed the Company’s real estate assets, thus diversifying its 

assets under management. 

Following the merger and absorption of Rue Impériale in May 2004, 

Eurazeo decided to reorganise its property division. 

To promote the expansion of this property business, Eurazeo 

decided to turn the division and the relevant assets into a listed 

subsidiary with all the resources needed for full operation of its 

assets and would therefore be able to opt for the SIIC regime. It was 

against this background that Immobilière Bingen, a 99.9%-owned 

subsidiary of Eurazeo, acquired Finaxa’s stake in ANF on March 24, 

2005. At the time, this stake represented 95.45% of ANF’s capital 

and 94.54% of the voting rights. On May 4, 2005, Eurazeo 

transferred its entire property division to ANF. 


201 

OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS

202 



In the fi nal stage of these restructuring transactions, on May 9, 

2005, Eurazeo transferred to its subsidiary Immobilière Bingen 

(under Article 210 B a of the French General Tax Code) all ANF 

shares received in payment for the division transferred, so that 

Eurazeo’s stake in ANF’s capital was entirely owned through its 

subsidiary, Immobilière Bingen. 

As a result, ANF’s assets now consist of property historically 

owned by Rue Impériale and Immobilière Marseillaise (absorbed 

by Rue Impériale in 2002), construction of which dates back to the 

period 1850-1870. 

5.7 Appraisals 

Information from third parties, experts’ 

declarations and declarations of interest 

The documents below have been copied with the authorisation 

of Jones Lang LaSalle Expertises and BNP Paribas Real Estate 

Expertises respectively. 

Jones Lang LaSalle Expertises 

40 rue la Boétie 

75008 PARIS 

Tel.: +33 (0)1.40.55.15.15 

Fax: +33 (0)1.40.55.17.81 




75008 Paris 

Paris, March 1, 2010 

Subject: Appraisal of the property value of ANF’s historical assets 

at 12/31/2009 

Dear Sir, 

Pursuant to your request, we are pleased to present you with the 

appraisal summary as at 12/31/2009. 

This letter summarises the terms of our appraisals and must be read 

in conjunction with the following documents: Our methodology as 

at 12/31/2009, individual reports for each asset as at 12/31/2009 

and service proposal of 07/31/2007. 

Background 

Jones Lang LaSalle Expertises estimated the fair value of 124 assets 

located in Lyons and Marseilles that were part of ANF’s historical 

assets (as opposed to B&B Hotels assets) owned by ANF in order 

to prepare your fi nancial statements in accordance with IFRS. We 

appraised this portfolio for the fi rst time at December 31, 2006. 

Since this date, this appraisal has been updated every six months. 

This letter concerns the update of December 31, 2009. 


� 

On October 31, 2007, ANF completed the acquisition of a portfolio 

of 159 hotel properties for €471 million including transfer taxes and 

expenses. These assets are spread across the whole of France 

and are operated by B&B, the third-largest French budget hotel 

operator. 

€300 million of this transaction out of a total of €335.1 million was 

fi nanced from a portion of the proceeds of ANF’s capital increase 

on October 25, 2007, with the remainder coming from bank loans. 

Our appraisals are based on the fair value of property (occupied 

and under the lease terms) in accordance with IFRS (notably 

IFRS/IAS 40) in compliance with your status as a listed property 

company. Fair value is defi ned by IFRS/IAS 40 as “the amount for 

which the property could be exchanged between knowledgeable, 

willing parties in an arm’s length transaction.” 

Professional bodies agree that fair value is virtually identical to 

the market value as defi ned by the “Royal Institution of Chartered 

Surveyors” (RICS) and the Property Appraisal charter. 

According to the Property Appraisal Charter (third edition published 

in June 2006), market value is the “estimated amount for which a 

property would be exchanged on the date of valuation between 

a willing buyer and a willing seller in an arm’s-length transaction 

after proper marketing wherein the parties had each acted 

knowledgeably, cautiously, and without pressure”. 

Our appraisals are made in accordance with the rules laid down by 

the RICS, the Property Appraisal Charter (third edition published in 

June 2006) and based on the recommendations from the report 

of the work group on the property appraisal of assets of listed 

companies, published in February 2000 by the COB (referred to as 

the Barthes de Ruyter report) and in line with the “General Appraisal 

Principles” (see our half-yearly methodology report). 

We confi rm that the properties were appraised on case-by-case 

basis rather than as part of a portfolio. 

Expertise and independence 

Contents 

We performed our appraisal as external consultants. Jones Lang 

LaSalle Expertises did not note any confl ict of interest in carrying out 

this appraisal neither with regard to the parties concerned or to the 

property and rights appraised. 

We hereby confi rm that the team set up to perform these duties has 

the expertise and market knowledge required to estimate the value 

of the assets appraised. 


In accordance with RICS rules, we would like to inform you that 

the fees paid to Jones Lang LaSalle Expertises by ANF in 2009 

represented approximately 6% of our total revenues for the year. 

Appraisal scope 

The scope of Jones Lang LaSalle Expertises includes 124 assets 

located in Lyons (25 assets) and Marseilles (99 assets). It covers 

119 investment properties and 5 properties under development. 

Our appraisal scope accounts for about 50% of ANF’s property 

assets. Other assets held by ANF are appraised by another expert, 

BNP Paribas Real Estate. We deny any liability for the appraisals 

performed by this consultant. 

Due diligence 

• Visits: all of the properties appraised by Jones Lang LaSalle 

Expertises were visited (outside and shared areas) in 

December 2007. A summary report was drawn up for each 

property. As part of this appraisal at December 31, 2009, we 

revisited the properties that had undergone signifi cant changes: 

end of work, change of tenant, etc. 

• Information: we used the data provided by ANF concerning the 

rental situation, legal position, work planned, etc. as a basis (see 

list in our methodology report of 12/31/2009). We presumed in 

our reports and calculations that any information or documents 

that could have an impact on the value of properties had been 

sent to Jones Lang LaSalle Expertises. We shall not be held 

liable if this is not the case or if the information provided contains 

inaccurate data. 

• We did not have any knowledge of any property deeds or 

building permits. Unless otherwise indicated, we presumed that 

all the required permits and authorisations had been obtained 

for the assets appraised and that they are not subject to any 

easements or third-party rights that could negatively impact the 

value. 

• Five assets are deemed to be in a project stage. They were 

valued using the so-called developer balance sheet method. 

This method consists in determining a developer’s projected 

fi nancial balance sheet by applying the income from foreseeable 

sales less the various costs to determine, by a countdown, the 

value of land. The developer balance sheet method is accurate 

because it enables a deduction to be made of what a reasonable 

developer would be willing to pay for the land, This method is 

accurate because it is based on the most realistic assumptions 

possible. However, the slightest variation in these assumptions 

has a major impact on the market value due to the leverage 

effect. 



• It was not our duty to assess or estimate the impact of the risks 

linked to soil or building contamination, land pollution or any 

issues related to the environment. Unless otherwise indicated, 

we considered that the land was not polluted and the buildings 

did not contain any asbestos, xylophagous insects (termites, 

etc.), lead, radon or other harmful substances. 

Assumptions and methodology 

Our assumptions are described in the initial methodology report 

dated 12/31/2009 and in the individual asset reports as at 

12/31/2009. 

Value determined 

� 

In light of the comments made in our methodology report and 

the individual asset reports, we estimate the total fair value 

of the 124 assets in the scope at 12/31/2009 to be around 

€526,201,000 excluding transfer rights and fees (rounded off). 

This value breaks down as follows: 

• €504,881,000 excluding transfer rights and fees (rounded off) for 

the 119 investment properties; 

• €21,320,000 excluding transfer rights and fees (rounded off) 

for the 5 assets appraised using the developer balance sheet 

method. 

The value of each asset is provided in the summary table in the 

methodology report of 12/31/2009 as well as in the individual asset 

reports. 

We deducted an amount for registration rights (for the assets 

concerned) or notary fees for property subject to property VAT 

from the value including transfer taxes. The amounts deducted are 

calculated based on 6.2% of the value excluding transfer rights 

for the fi rst case and on 1.8% of the value excluding tax for the 

second case. 

The values determined do not include costs related to marketing 

the property or any related taxes or rights. 

We confi rm that our appraisals are confi dential and strictly reserved 

for the use of your company and professional advisers within the 

context of this appraisal. We deny any liability with regard to third 

parties. 

Our prior written approval (on content and form) is required for any 

disclosure of any information contained in this report, whether it 

may be the entirety of the information, a part of it or even if it is 

referred to by simple reference, for it to be included in any type of 

publication or brought to the knowledge of a third party. 

Yours sincerely, 

Michael MORRIS 

Chairman 


Contents 


203 


204 




40 rue la Boétie 

75008 PARIS 

Tel.: +33 (0)01.40.55.15.15 

Fax: +33 (0)01.40.55.17.81 




75008 Paris 

Paris, February 24, 2010 

Subject: Appraisal of the property value at 12/31/2009 

Dear Sir, 

Pursuant to your request, we are pleased to present you with the 

appraisal summary as at 12/31/2009. 

This letter summarises the terms of our appraisals and must 

be read in conjunction with the following documents: Our initial 

methodology report of 12/31/2007, the methodology report as at 

12/31/2009, individual asset reports as at 12/31/2009, the service 

proposal of 11/08/2007 and its amendment dated 05/05/2009. 

Background 

Jones Lang LaSalle Expertises estimated the fair value of 83 B&B 

hotels owned by ANF in order to prepare your fi nancial statements 

in accordance with IFRS. We appraised this portfolio for the fi rst 

time at December 31, 2007 following your acquisition of the latter. 

Since this date, this appraisal has been updated every six months. 

This letter concerns the update of December 31, 2009. 

Our appraisals are based on the fair value of property (occupied 

and under the lease terms) in accordance with IFRS (notably 

IFRS/IAS 40) in compliance with your status as a listed property 

company. Fair value is defi ned by IFRS/IAS 40 as “the amount for 

which the property could be exchanged between knowledgeable, 

willing parties in an arm’s length transaction”. 

Professional bodies agree that fair value is virtually identical to 

the market value as defi ned by the “Royal Institution of Chartered 

Surveyors” (RICS) and the Property Appraisal Charter. 

According to the Property Appraisal Charter (third edition published 

in June 2006), the market value is the “estimated amount for which 

a property would be exchanged on the date of valuation between 

a willing buyer and a willing seller in an arm’s-length transaction 

after proper marketing wherein the parties had each acted 

knowledgeably, cautiously, and without pressure”. 

Our appraisals are made in accordance with the rules laid down by 

the RICS, the Property Appraisal Charter (third edition published in 

June 2006) and based on the recommendations from the report 

of the work group on the property appraisal of assets of listed 

companies, published in February 2000 by the COB (referred to as 


the Barthes de Ruyter report) and in line with the “General Appraisal 

Principles” (see our half-yearly methodology report). 

We confi rm that the properties were appraised on case-by-case 

basis rather than as part of a portfolio. 

Expertise and independence 

We performed our appraisal as external consultants. Jones Lang 

LaSalle Expertises did not note any confl ict of interest in carrying 

out this appraisal neither with regard to the parties concerned or to 

the property and rights appraised. 

In order to perform this appraisal, the professionals of Jones Lang 

LaSalle Expertises called upon the expertise of Jones Lang LaSalle 

Hôtels, specialists in estimating the value of hotel assets. We 

hereby confi rm that the team set up to perform these duties has 

the expertise and market knowledge required to estimate the value 

of the assets appraised. 

In accordance with RICS rules, we would like to inform you that 

the fees paid to Jones Lang LaSalle Expertises by ANF in 2009 

represented approximately 6% of our total revenues for the year. 

Appraisal scope 

The scope of Jones Lang LaSalle Expertises includes 83 B&B 

hotels located throughout France. All of the assets are subject to a 

framework lease broken down by asset (fi xed rent, triple net). This 

asset portfolio comprises investment properties only. ANF owns 

the buildings but not the businesses. 

Other B&B hotels held by ANF are appraised by another expert, 

BNP Paribas Real Estate. We deny any liability for the appraisals 

performed by this consultant. 

Due diligence 

� 

Contents 

• Visits: all hotels were visited for the fi rst time between 

December 2007 and December 2008. Four hotels were subject 

to a second visit in June 2009 and six hotels in December 2009. 

Second visits in all hotels will be performed by the end of 2011. 

We did not conduct any technical visits. 

• Information: we used the data provided by ANF concerning 

the number of keys, the rental situation (including additional 

rent), legal position, work planned, etc. as a basis (see list in 

our methodology report of 12/31/2009). We presumed in our 

reports and calculations that any information or documents that 

could have an impact on the value of properties had been sent 

to Jones Lang LaSalle Expertises. We shall not be held liable 

if this is not the case or if the information provided contains 

inaccurate data. 

• We did not have any knowledge of any property deeds or 

building permits. Unless otherwise indicated, we presumed that 

all the required permits and authorisations had been obtained 

for the assets appraised and that they are not subject to any 

easements or third-party rights that could negatively impact the 

value. 


• Three assets are under fi nance leases. As requested, we 

appraised them as if they were fully owned, considering the 

fi nance leases as a means of fi nancing only; 

• It was not our duty to assess or estimate the impact of the risks 

linked to soil or building contamination, land pollution or any 

issues related to the environment. Unless otherwise indicated, 

we considered that the land was not polluted and the buildings 

did not contain any asbestos, xylophagous insects (termites, 

etc.), lead, radon or other harmful substances. 

Assumptions and methodology 

Our assumptions are described in the initial methodology report 

dated 12/31/2007, which was updated by the methodology report 

of 12/31/2009 and in each of the individual asset reports as at 

12/31/2009. 

Value determined 

In light of the remarks made in our methodology report and the 

individual asset reports, we estimate the total fair value of the 

83 hotels in the scope at 12/31/2009 to be around €251,470,000 

(rounded off) including transfer taxes, i.e. €236,810,000 excluding 

transfer rights and fees (rounded off). 

The value of each asset is provided in the summary table in the 

methodology report of 12/31/2009 and in the individual asset 

reports. 

Appraisal 

Valuation certifi cate for ANF 

Value at December 31, 2009 

A total value for all hotel assets as at 12/31/2009: 

€229,050,000 excl. rights/tax 

File No. I2009 – 1379 



We deducted an amount for registration rights (for the assets 

concerned) or notary fees for property subject to property VAT 

from the value including transfer taxes. The amounts deducted are 

calculated based on 6.2% of the value excluding transfer rights 

for the fi rst case and on 1.8% of the value excluding tax for the 

second case. 

The values determined do not include costs related to marketing 

the property or any related taxes or rights. 

We confi rm that our appraisals are confi dential and strictly reserved 

for the use of the Company and professional advisers within the 

context of this appraisal. We deny any liability with regard to third 

parties. 

Our prior written approval (on content and form) is required for any 

disclosure of any information contained in this report, whether it 

may be the entirety of the information, a part of it or even if it is 

referred to by simple reference, for it to be included in any type of 

publication or brought to the knowledge of a third party. 

Yours sincerely, 

Michael MORRIS 

Chairman 


Duties 

The services of the Company BNP PARIBAS REAL ESTATE 

VALUATION FRANCE, member of the French Association of 

Property Appraisal Companies (Association Française des Sociétés 

d’Expertise Immobilière), also known as AFREXIM; 

signatory to the Property Appraisal Charter; 

were requested by: 


Represented by Xavier DE LACOSTE LAREYMONDIE 

In his capacity as Chief Operating Offi cer 

Residing in Paris (8th district) 


To determine and update the market values for fi scal year 2009 on 

behalf of ANF (values as at December 31): 

• Of 81 B&B hotels in France: 

• 4 with site visits; 

� 

• 77 based on the documents provided. 

Drawn up in Levallois, February 23, 2010. 

Jean-Claude DUBOIS 

Chairman 

Contents 


205 


206 



Appraisal 

Valuation certifi cate for ANF 

Value at December 31, 2009 

A total value for all assets as at 12/31/2009: 

€503,885,591 excl. rights 

Broken down into: 

• €227,144,753 excl. rights for property in Lyons and 

• €276,740,838 excl. rights for property in Marseilles. 

File No. I2009 – 1383 

Duties 

The services of the Company BNP PARIBAS REAL ESTATE 

VALUATION FRANCE, member of the French Association of 

Property Appraisal Companies (Association Française des Sociétés 

d’Expertise Immobilière), also known as AFREXIM; 

signatory to the Property Appraisal Charter; 

were requested by: 


Represented by Xavier DE LACOSTE LAREYMONDIE 

In his capacity as Chief Operating Offi cer 

Residing in Paris (8th district) 



� 

To determine and update the market values for fi scal year 2009 on 

behalf of ANF (values as at December 31): 

Lyons property portfolio: 

• 18 properties primarily used as offi ces, some of which include 

residences and/or retail premises; 

• 1 property used as a hotel; 

• 9 properties primarily used as retail premises, some of which 

include offi ces and/or residences; 

• 5 sites used as car parks. 

Marseilles property portfolio: 

• 75 properties primarily used as residences, some of which 

include offi ces and/or retail premises; 

• 5 properties primarily used as offi ces, some of which include 

residences and/or retail premises; 

• 2 sites used primarily as retail premises, and 1 in project phase; 

• 2 project sites used primarily as offi ces; 

• 1 project site used primarily for residences; 

• 3 sites used as car parks. 

Contents 

Drawn up in Levallois, February 23, 2010. 

Jean-Claude DUBOIS 

Chairman 



Contacts and available fi nancial information 

6. Contacts and available financial information 

6.1 Persons responsible for fi nancial information 

Bruno Keller, Chairman of the Executive Board 

Address: 32 rue de Monceau, 75008 Paris 

Telephone: +33 (0)1 44 15 01 11 

Fax: +33 (0)1 47 66 07 93 

E-mail: bkeller@anf-immobilier.com 

6.2 Financial communication schedule 

6.3 Documents available to the public 

Copies of the Registration Document are available free of charge 

from ANF and on the websites of the Financial Markets Authority 

(www.amf-france.org) and ANF (www.anf-immobilier.com). 

Xavier de Lacoste Lareymondie, Chief Operating Offi cer 

Address: 32 rue de Monceau, 75008 Paris 

Telephone: +33 (0)1 44 15 01 11 

Fax: +33 (0)1 47 66 07 93 

E-mail: xdelacoste@anf-immobilier.com 

2010 ANF Financial Calendar 

Thursday, May 6, 2010 2010 1st quarter revenues 

Thursday, May 6, 2010 Shareholders’ Meeting 

Friday, August 13, 2010 2010 2nd quarter revenues 

Tuesday, August 31, 2010 2010 1st half-year results 

Tuesday, August 31, 2010 SFAF (French Society of Financial Analysts) meeting 

Friday, November 12, 2010 2010 3rd quarter revenues 

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All legal and fi nancial documents relating to ANF which must be 

made available to shareholders in accordance with the regulations 

in force may be viewed at ANF’s registered offi ce. 


207 


208 




6.4 Annual information document 

Limited company with capital of €26,070,846 

Registered offi ce: 32 rue de Monceau, 75008 Paris 

Paris Trade and Companies registry No. 568 801 377 

Annual information document 

Prepared in accordance with Article 222-7 of the AMF’s General 

Regulations. 


The information listed below and published in the BALO (Bulletin 

des Annonces Légales Obligatoires) by the AMF (Financial Markets 

Authority), Euronext Paris SA (Euronext) and ANF is available on the 

following websites: 

BALO www.balo.journal-offi ciel.gouv.fr 

AMF www.amf-france.org 

EURONEXT Paris SA www.euronext.com 

ANF www.anf-immobilier.com 

Published information Date of publication Publication medium 

Number of shares and voting rights at March 31, 2010 04/07/2010 ANF, Euronext regulatory 

information websites 

Meeting notice for the Ordinary and Extraordinary Shareholders’ Meeting 

of May 6, 2010. 

03/29/2010 ANF, BALO regulatory 

information websites 

2009 Results: 15% growth in current cash fl ow and distribution 03/22/2010 ANF, Euronext corporate 

websites 

Number of shares and voting rights at February 28, 2010 03/04/2010 ANF, Euronext corporate 

websites 

Rise in rental income and NAV: 

Continued growth in rental income: Up 10% on a constant scope basis in 2009, 

up 49% since 2005 for the Haussmann-style property assets. 

Target of a 10% rise in rental income in 2010 on constant scope basis. 2% increase 

in valuations in the second half of the year on a constant scope basis. A debt ratio 

of 28% at December 31, 2009. 

Net Asset Value of €39.7 per share 

02/09/2010 ANF, Euronext corporate 

websites 

Number of shares and voting rights at January 31, 2010 02/04/2010 ANF, Euronext corporate 

websites 

Number of shares and voting rights at December 31, 2009 01/06/2010 ANF, Euronext corporate 

websites 

Number of shares and voting rights at November 30, 2009 12/04/2009 ANF, Euronext corporate 

websites 

2009 3rd quarter revenues Ongoing rental upgrading: Revenues up 11%. Disposals 

at appraisal values. Particularly favourable fi nancial structure 

11/13/2009 ANF, Euronext corporate 

websites 

Number of shares and voting rights at October 31, 2009 11/05/2009 ANF, Euronext corporate 

websites 

Provision of the 2009 half-year fi nancial report 10/05/2009 ANF, Euronext corporate 

websites 

Number of shares and voting rights at September 30, 2009 10/06/2009 ANF, Euronext corporate 

websites 

Number of shares and voting rights at August 31, 2009 09/03/2009 ANF, Euronext corporate 

websites 

2009 1st half-year results: 

Rental income up 13% 

Current cash fl ow up 26% 

2009 1st half-year revenues: €32.3 million 

15% rise in rental income from the B&B city centre assets, fi xed rents up 

by 11% (indexation effect) 


websites 


websites 

Number of shares and voting rights at July 31, 2009 08/11/2009 ANF, Euronext corporate 

websites 

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Contents 




Published information Date of publication Publication medium 

Adjustments of exercise ratio of share warrants 08/03/2009 BALO 

Number of shares and voting rights at June 30, 2009 07/06/2009 ANF, Euronext corporate 

websites 

Approval without modifi cation of the annual and consolidated fi nancial statements 

for the fi scal year ended December 31, 2008 and the appropriation of earnings 

project by the Ordinary and Extraordinary Shareholders’ Meeting. 

06/29/2009 BALO 

Success of the payment of dividend in shares 06/25/2009 ANF, Euronext corporate 

websites 

Voting rights 06/08/2009 BALO 

Number of shares and voting rights at May 31, 2009 06/04/2009 ANF, Euronext corporate 

websites 

Number of shares and voting rights at May 28, 2009 06/03/2009 ANF, Euronext corporate 

websites 

Voting results at the Shareholders’ Meeting of May 28, 2009. 06/03/2009 ANF corporate website 

Report of the Shareholders’ Meeting of May 28, 2009. 05/29/2009 ANF corporate website 

2008 ANF dividends 05/29/2009 ANF, Euronext corporate 

websites 

2009 1st quarter revenues €16 million, up 12.2% 05/13/2009 ANF, Euronext corporate 

websites 

Number of shares and voting rights at April 30, 2009 05/06/2009 ANF, Euronext corporate 

websites 

2008 Registration Document availability terms 04/30/2009 ANF, Euronext corporate 

websites 

Correction to the prior notice of meeting 04/29/2009 BALO 

Shareholders’ Meeting of May 28, 2009 – Prior notice of meeting 04/20/2009 ANF, BALO corporate websites 

Number of shares and voting rights at March 31, 2009 04/06/2009 ANF, Euronext corporate 

websites 

Increasing 2008 results and a solid fi nancial structure 03/30/2009 ANF, Euronext corporate 

websites 

Number of shares and voting rights at February 28, 2009 03/09/2009 ANF, Euronext corporate 

websites 

Continued growth in rental income: 2008 4th quarter up by 34% 

FY 2008: Up 17% pro forma 


websites 

Opinion on adjustments of exercise ratio of share warrants 02/11/2009 BALO 

Number of shares and voting rights at January 31, 2009 02/10/2009 ANF, Euronext corporate 

websites 

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210 


Concordance table of the Registration Document with Annex 1 of the European Commission Regulation (EC) No. 809/2004 dated April 29, 2004, 

implementing Directive 2003/71/EC of the European Parliament and Council 

Concordance table of the Registration 

Document with Annex 1 of the European 

Commission Regulation (EC) No. 809/2004 

dated April 29, 2004, implementing 

Directive 2003/71/EC of the European 

Parliament and Council 

To make the reading of this Registration Document easier, the following table of contents identifi es the main headings required by European 

Commission Regulation (EC) No. 809/2004 dated April 29, 2004 implementing Directive 2003/71/EC of the European Parliament and Council. 

Information Chapter/Paragraph/Page(s) 

1 Persons responsible 

1.1 Person responsible for the information Paragraph 1.1-Part VI (p. 160) 

1.2 Certifi cation by the person responsible Paragraph 1.1-Part VI (p. 160) 

2 Statutory Auditors Paragraph 1.2-Part VI (p. 160-161) 

3 Selected fi nancial information Section 13-Part I (p. 47-48) and paragraph 6.1-Part 2 (p. 62) 

4 Risk factors Chapter 3-Part II (p. 49-55) 

5 Information concerning the issuer 

5.1 History and development of the Company Paragraph 5.6-Part VI (p. 177-178) 

5.2 Investments Section 4-Part I (p. 8-9), Section 9-Part I (p. 28-33), 

Section 10-Part I (p. 34-37) 

6 Overview of business 

6.1 Main activities Sections 4, 7, 8, 9, 10 and 11-Part I (p. 8-9 and p. 11-22) 

6.2 Main markets in which the issuer operates Sections 7, 8 and 10-Part I (p. 14-27 and p. 34-37) 

6.3 Exceptional events N/A 

6.4 Extent to which the issuer depends on patents or licences, industrial, 

commercial or fi nancial agreements or new manufacturing processes 

Paragraph 5.4-Part VI (p. 176) 

7 Organisation chart 

7.1 Description of the Group Paragraph 5.1-Part VI (p. 175) 

7.2 List of major subsidiaries Paragraph 5.1-Part VI (p. 175) and paragraph 1.6-Part II (p. 15) 

8 Properties, plants and equipment 

8.1 Major property, plant and equipment Sections 7 and 8-Part I (p. 14-27) and paragraph 5.2-Part VI 

(p. 175) 

8.2 Environmental issues that may infl uence use by the issuer of its property, 

plant and equipment 

Paragraph 2.2-Part VI (p. 163-164) 


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9 Review of the fi nancial situation and results 

9.1 Financial situation Paragraph 1.1 to paragraph 1.3-Part II (p. 4-12) 

9.2 Operating income Paragraph 1.1 to paragraph 1.3-Part II (p. 4-12) 

10 Cash and capital Paragraph 1.4-Part II (p. 13-14) and paragraph 5.3-Part VI 

(p. 175-176) 

11 Research and development, patents and licences Paragraph 5.4-Part VI (p. 176) 

12 Information on trends 

12.1 Main trends that have affected production, sales and stocks, sales costs 

and prices since the end of the last fi scal year 

Section 2-Part I (p. 4-5), Section 3-Part I (p. 6-7) 

12.2 Known trends, uncertainties or requests, commitments or events 

Section 2-Part I (p. 4-5), Section 3-Part I (p. 6-7), 

reasonably likely to have an appreciable infl uence on the issuer’s 

prospects, at least in the current fi scal year 

Section 4-Part I (p. 8-9) and Section 9-Part I (p. 28-33) 

13 Profi t forecasts or estimates N/A 

14 Administrative, management, supervisory and senior management 

bodies 

14.1 Information concerning members of the Company’s administrative and 

management bodies 

14.2 Confl icts of interest on administrative, management and supervisory 

and senior management bodies 

Paragraph 2.1 to paragraph 2.3-Part II (p. 16-31) 

Paragraph 2.3-Part II (p. 31) 

15 Compensation and benefi ts 

15.1 Amount of compensation paid and benefi ts in kind Paragraph 2.5-Part II (p. 32-44) 

15.2 Total amount of sums provisioned or otherwise recorded by the issuer or 

its subsidiaries for the purposes of paying pensions, retirement benefi ts 

or other benefi ts 

Paragraph 2.5-Part II (p. 39-40) 

16 Operation of administrative and management bodies 

16.1 Expiry date for current terms of offi ce Paragraph 2.1-Part II (p. 17-30) 

16.2 Service contracts binding members of administrative and management 

bodies 

Paragraph 4.3-Part VI (p. 174) 

16.3 Information on the Audit Committee and the Compensation Committee Paragraph 2.4-Part II (p. 31-32) and paragraph 6.7-Part II 

(p. 78-87) 

16.4 Declaration of compliance with the corporate governance regime Paragraph 4.2-Part VI (p. 174) 

17 Employees 

17.1 Number of employees Paragraph 5.1-Part II (p. 61) 

17.2 Investments and stock options Paragraph 2.6-Part II (p. 44-48) and paragraph 5.1-Part II 

(p. 61) 

17.3 Agreements for employee profi t-sharing in the issuer’s capital Paragraph 2.6-Part II (p. 44-48) 

18 Main shareholders 

18.1 Shareholders owning more than 5% of the capital Paragraph 4.2-Part II (p. 56-57) 

18.2 Existence of different voting rights Paragraph 4.2-Part II (p. 58) 

18.3 Ownership or control of the issuer Paragraph 4.2-Part II (p. 58) 

18.4 Agreement which could give rise to a change of control Paragraph 4.2-Part II (p. 58) 

19 Related-party transactions Paragraph 6.8-Part II (p. 89-90), paragraph 4.4-Part VI (p. 174) 

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212 





20 Financial information concerning the issuer’s assets, fi nancial position 

and income 

20.1 Historical fi nancial information Part III (p. 95-127) and Part IV (p. 129-155) 

20.2 Pro forma fi nancial information Part V (p. 157-158) 

20.4 Verifi cation of historical annual fi nancial information Part III (p. 126-127) and Part IV (p. 154-155) 

20.5 Last fi scal year-end date: December 31, 2009 Part III (p. 95-127) and Part IV (p. 129-155) 

20.6 Intermediate and other fi nancial information N/A 

20.7 Dividend distribution policy Paragraph 4.3-Part II (p. 58) 

20.8 Legal and arbitration cases Paragraph 2.4-Part VI (p. 160) 

20.9 Signifi cant change in the fi nancial or commercial situation Paragraph 5.5-Part VI (p. 176) 

21 Additional information 

21.1 Share capital Paragraph 3.2-Part VI (p. 67), paragraph 5.1-Part II (p. 61) and 

paragraph 2.6-Part II (p. 44-48), paragraph 4.2-Part II (p. 56-57) 

21.2 Memorandum and Articles of Association Paragraph 2.1-Part VI (p. 162), paragraph 3.1 to paragraph 4.1- 

Part VI (p. 165-170) 

22 Major contracts Paragraph 5.3-Part VI (p. 175-176) 

23 Information from third parties, experts’ declarations and declarations of 

interest 

Paragraph 5.7-Part VI (p. 178-182) 

24 Documents available to the public Paragraph 6.3-Part VI (p. 183) 

25 Information on investments Paragraph 5.1-Part VI (p. 175), paragraph 1.6-Part II (p. 15) and 

Part IV (p. 152) 


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Concordance table of the Registration Document with the annual fi nancial report specifi ed by Article L. 451-1-2 of the Monetary and Financial Code 

and Article 222-3 of the Financial Markets Authority’s General Regulations 

Concordance table of the Registration 

Document with the annual financial report 

specified by Article L. 451-1-2 of the Monetary 

and Financial Code and Article 222-3 

of the Financial Markets Authority’s 

General Regulations 


Annual fi nancial statements Part IV (p. 129-155) 

Consolidated fi nancial statements Part III (p. 95-127) 

Items from the management report Paragraph 1.1 to paragraph 1.3-Part II (p. 4-12), 


Paragraph 5.3-Part VI (p. 175-176), 

Chapter 3-Part II (p. 49-55) 


Paragraph 4.5-Part II (p. 60) 

Declaration of individuals assuming responsibility Paragraph 1.1-Part VI (p. 160) 

Statutory Auditors’ report on the annual fi nancial statements Part IV (p. 154-155) 

Statutory Auditors’ report on the consolidated fi nancial statements Part III (p. 126-127) 

The Registration Document was fi led with the Financial Markets 

Authority on April 21, 2010 pursuant to Article 212-13 of the 

Financial Markets Authority’s General Regulations. 

The Registration Document may only be used for the purposes of 

a fi nancial transaction if accompanied by a prospectus approved 

by the Financial Markets Authority. The Registration Document has 

been prepared by the issuer and its signatories are responsible for 

its content. 

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Contents 

The Registration Document constitutes the annual fi nancial report 

for the fi scal year ended December 31, 2009, as specifi ed by Article 

L. 451-1-2 of the Monetary and Financial Code and 222-3 of the 

Financial Markets Authority’s General Regulations. 

Copies of the Registration Document can be obtained free of 

charge from ANF at 32 rue de Monceau, 75008 Paris, France, from 

the Financial Markets Authority website, www.amf-france.org, and 

from the ANF website, www.anf-immobilier.com. 


213 


214 



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216 



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Head office : 32, rue de Monceau - 75008 Paris - France 

Tél : 00 33 (0)1 44 15 01 11 

73, rue de la République - 69002 Lyon - France 

Tél : 00 33 (0)4 78 37 31 83 

26, rue de la République - 13001 Marseille - France 

Tél : 00 33 (0)4 91 91 92 02 

www.anf-immobilier.com 

UNOFFICIAL TRANSLATION - FOR INFORMATION PURPOSES ONLY 

This document is a free translation of the French registration document dated 21 April 2010 filed with the 

Autorité des marchés financiers (the “AMF”). This translation has been prepared for information purposes 

only. No assurances are given as to the accuracy or completeness of this translation, and ANF assumes 

no responsibility with respect to this translation or any misstatement or omission that may be contained 

therein. In the event of any ambiguity or discrepancy between this translation and the French registration 

document, the French registration document shall prevail.

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