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INFORMATION ABOUT ANF
Reports and information for the Shareholders’ Meeting
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)
ANF
32, rue de Monceau
75008 Paris
To the shareholders,
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.
ANF • 2009 ANNUAL REPORT
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Contents
OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS