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INFORMATION ABOUT ANF
Reports and information for the Shareholders’ Meeting
18th resolution: 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.
The Shareholders’ Meeting, voting in accordance with quorum 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. 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
ANF • 2009 ANNUAL REPORT
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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Contents
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.
OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS