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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.
The maximum value of securities that may be issued in relation
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
three trading days preceding the date on which the issue price
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).
The maximum value of securities that may be issued in relation
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
three trading days preceding the date on which the issue price
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
ANF • 2009 ANNUAL REPORT
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