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116 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 � Contents OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS
INFORMATION ABOUT ANF Reports and information for the Shareholders’ Meeting We have taken all the due diligence we considered necessary with respect to the auditing standards of the Compagnie Nationale des Commissaires aux Comptes (the national Statutory Auditors’ organisation) in order to perform our assignment. This due diligence consisted of verifying the content of the report from the Executive Board on this transaction and the terms for determining the issue price of the equity securities to be issued. Subject to further examination of any issue terms that may be decided, we have no observations to make on the way in which the issue price of the equity securities to be issued was set, appearing in the Executive Board’s report under the 11th, 12th and 13th resolutions. In addition, as this report does not state the terms for determining the issue price of the equity securities to be issued within the context of implementing the 16th resolution, we cannot give our opinion on the choice of items included in the calculation of the issue price. As the issue price for the equity securities to be issued has not been set, we do not express an opinion on the fi nal terms under which the securities will be issued and, as a result, on the proposal to remove pre-emptive subscription rights made to you in the 12th and 13th resolutions. Pursuant to Article R. 225-116 of the French Commercial Code, we will prepare an additional report, if applicable, at such a time as the authorisations are used by your Executive Board in the case of issues of ordinary shares with removal of pre-emptive subscription rights and issues of securities giving access to capital. Neuilly-sur-Seine and Courbevoie, April 19, 2010 The Statutory Auditors � PriceWaterHouseCoopers Audit Mazars Gérard Hautefeuille Odile Coulaud Contents ANF • 2009 ANNUAL REPORT 117 OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS
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egistration document 2009
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2009 Annual Report � The Registra
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DESCRIPTION OF THE BUSINESS 1. PROF
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of listed real estate companies hav
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Furthermore, as part of its asset r
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DESCRIPTION OF THE BUSINESS Propert
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7. Lyons at the heart of the old ci
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ANF’s goal is to maintain the hig
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ANF had the following real estate a
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To return the buildings to their fo
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9.3 Committed and secured developme
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DESCRIPTION OF THE BUSINESS (€ th
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A new ANF tenant in the cities of L
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13. Key Figures SIMPLIFIED INCOME S
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1. INCOME FROM OPERATIONS 28 1.1 Fa
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The ILC index applies to leases sig
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sales of €29.7 million and partia
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• property held for sale worth
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Income statement Net income in 2009
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1.4 Financial structure Consolidate
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1.5 Events occurring after the bala
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Name and age Bruno Keller Age: 55 C
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Members of the Supervisory Board 1.
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Name and age Delphine Abellard (1)
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Name and age Sébastien Bazin* Age:
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Name and age Jean-Luc Bret Age: 63
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Name and age Alain Lemaire* Age: 60
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Name and age Henri Saint Olive Age:
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INFORMATION ABOUT ANF 2.2 Declarati
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Members of the Executive Board and
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Ghislaine Seguin, Member of the Exe
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Members of the Executive Board and
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INFORMATION ABOUT ANF Corporate gov
Page 67 and 68: TABLE 5: STOCK OPTIONS EXERCISED BY
Page 69 and 70: Stock options are granted during th
Page 71 and 72: down into €21,783,916.96 charged
Page 73 and 74: Accordingly, the new purchase price
Page 75 and 76: 3 Risk management, risk factors and
Page 77 and 78: Risks related to information system
Page 79 and 80: Since June 1, 2006, lessors are req
Page 81 and 82: 3.5 Risks related to B&B Hotels Gro
Page 83 and 84: 2007 INFORMATION ABOUT ANF Voting r
Page 85 and 86: Pursuant to the regulations in effe
Page 87 and 88: 5. Sustainable development 5.1 Huma
Page 89 and 90: INFORMATION ABOUT ANF Reports and i
Page 91 and 92: otherwise exercisable, immediately
Page 93 and 94: The maximum purchase price per shar
Page 95 and 96: 4. resolves that this delegation of
Page 97 and 98: e retroactive, from which the new s
Page 99 and 100: up to the limits set out by applica
Page 101 and 102: The extraordinary resolutions propo
Page 105 and 106: website (www.medef.fr) (“Code de
Page 107 and 108: The Statutory Auditors were duly in
Page 109 and 110: • liabilities or similar instrume
Page 111 and 112: analysis of turnover by supplier, e
Page 113 and 114: Within ANF, a profi t-sharing agree
Page 117: INFORMATION ABOUT ANF Reports and i
Page 121 and 122: CONSOLIDATED FINANCIAL STATEMENTS I
Page 123 and 124: CONSOLIDATED BALANCE SHEET - TOTAL
Page 125 and 126: STATEMENT OF CHANGES IN SHAREHOLDER
Page 127 and 128: Detailled contents HIGHLIGHTS OF TH
Page 129 and 130: using the fair value convention. In
Page 131 and 132: As of December 31, 2009, fi ve buil
Page 133 and 134: A review of the rental base for fi
Page 135 and 136: d) Stock option plan granted in 200
Page 137 and 138: Earnings per share (IAS 33) Basic e
Page 139 and 140: CONSOLIDATED FINANCIAL STATEMENTS N
Page 141 and 142: Note 2 Receivables maturity schedul
Page 143 and 144: ANF’s former Chief Operating Offi
Page 145 and 146: Note 10 Covenants With respect to l
Page 147 and 148: Note 14 Associates CONSOLIDATED FIN
Page 149 and 150: Note 16 Earnings per share CONSOLID
Page 151 and 152: Note 20 Interest rate risk exposure
Page 153 and 154: III - Specifi c checks and disclosu
Page 155 and 156: ANNUAL FINANCIAL STATEMENTS Pursuan
Page 157 and 158: Balance sheet at December 31, 2009
Page 159 and 160: Notes to the financial statements D
Page 161 and 162: espect of which depreciation period
Page 163 and 164: The real estate assets break down b
Page 165 and 166: Non-current fi nancial assets (€
Page 167 and 168: Note 8 Change in shareholder’s eq
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Note 10 Debt maturity schedule (€
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Note 14 Covenants With respect to l
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Note 16 Headcount As of December 31
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Stock option plan granted in 2007 D
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Stock option plan granted in 2009 D
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Note 22 Extraordinary items ANNUAL
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III - Specifi c checks and disclosu
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PRO FORMA FINANCIAL INFORMATION �
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OTHER GENERAL INFORMATION 1. PERSON
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Statutory Auditors’ fees TABLE OF
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If the ownership threshold is not m
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OTHER GENERAL INFORMATION Other inf
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3.2 Share capital Number of shares
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violation of these Articles of Asso
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to a specifi c situation, or conver
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or vote on the project in question
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OTHER GENERAL INFORMATION Other inf
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5.6 History Important events in the
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In accordance with RICS rules, we w
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• Three assets are under fi nance
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OTHER GENERAL INFORMATION Contacts
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OTHER GENERAL INFORMATION Contacts
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OTHER GENERAL INFORMATION Concordan
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OTHER GENERAL INFORMATION Concordan
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OTHER GENERAL INFORMATION � Conte
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Head office : 32, rue de Monceau -
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