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INFORMATION ABOUT ANF
Reports and information for the Shareholders’ Meeting
Report from the Statutory Auditors on the capital increase without pre-emptive subscription
rights reserved for members of a Company Savings Plan
Ordinary and Extraordinary Shareholders’ Meeting of May 6, 2010 – 18th resolution
ANF
32, rue de Monceau
75008 Paris
To the shareholders,
In our capacity as your Company’s Statutory Auditors and in fulfi lment of the requirement provided by Articles L. 225-135 and seq. of the French
Commercial Code, we present to you our report on the proposal to delegate to the Executive Board the power to decide a capital increase by
issuing equity securities, without pre-emptive subscription rights, for a maximum amount of one hundred thousand (100,000) euros, on one
or more occasions, and reserved for Company employees or those of companies related to it within the meaning of Article L. 225-180 of the
French Commercial Code and Article L. 3344-1 of the Labour Code, provided that such employees are members of a company savings plan,
on which operation you are asked to vote.
This capital increase is subject to your approval pursuant to the provisions of Articles L. 225-129-6 of the French Commercial Code and
L. 3332-18 et seq. of the Labour Code.
Your Executive Board proposes, on the basis of its report, that it should be vested, with the option to delegate, for a period of 26 months,
with the power to decide on one or more capital increases and proposes, where necessary, to remove your pre-emptive subscription rights in
respect of the equity securities to be issued. Where necessary, it will be responsible for determining the fi nal issue terms of such transaction.
Your Executive Board is responsible for preparing a report pursuant to Articles R. 225-113 and R. 225-114 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 issues, given in this report.
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 the terms of the capital increases to be decided on, we have no observations to make on the way in which
the issue price of the equity securities to be issued is set and appearing in the Executive Board report.
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
capital increases will be carried out, and, as a result, on the proposal to remove pre-emptive subscription rights made to you.
Pursuant to Article R. 225-116 of the French Commercial Code, we will prepare an additional report, if necessary, at such time as this
authorisation is used by your Executive Board.
ANF • 2009 ANNUAL REPORT
Neuilly-sur-Seine and Courbevoie, April 19, 2010
The Statutory Auditors
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PriceWaterHouseCoopers Audit Mazars
Gérard Hautefeuille Odile Coulaud
Contents
OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS