Download the 2009 annual report in PDF format - ANF

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.
INFORMATION ABOUT ANF
Reports and information for the Shareholders’ Meeting
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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).
ANF • 2009 ANNUAL REPORT
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OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS