Download the 2009 annual report in PDF format - ANF

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INFORMATION ABOUT ANF
Reports and information for the Shareholders’ Meeting
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.
ANF • 2009 ANNUAL REPORT
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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
December 14, 2013.
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.).
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