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118 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 � 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
CONSOLIDATED FINANCIAL STATEMENTS In accordance with Article 28 of European Commission Regulation (EC) No 809/2004, this Registration Document includes by reference the ANF consolidated fi nancial statements (under IFRS) for the fi scal year ended December 31, 2007, along with the related Statutory Auditors’ Report, included in Section III on pages 132 to 173 and 174 to 175 of the Registration Document fi led with the AMF (Financial Markets Authority) on April 25, 2008 under number R. 08-034, as well as the consolidated fi nancial statements for the fi scal year ended December 31, 2008, along with the related Statutory Auditors’ Report, included in Section III on pages 126 to 162 and 163 to 164 of the Registration Document fi led with the AMF on April 30, 2009 under number R. 09-041. CONSOLIDATED FINANCIAL STATEMENTS (UNDER IFRS) FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009 120 Consolidated statement of financial position 120 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 125 Highlights of the fiscal year 125 Events after the balance sheet date 126 Change in method 126 Consolidation principles and methods 126 Managing market risk 135 Additional information (€ thousands) 136 � STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 150 I – Opinion on the consolidated financial statements 150 II – Basis for our assessment 150 III – Specific checks and disclosures 151 OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS BUSINESS THE OF Contents DESCRIPTION ANF ABOUT INFORMATION STATEMENTS FINANCIAL CONSOLIDATED STATEMENTS FINANCIAL ANNUAL INFORMATION FINANCIAL FORMA PRO INFORMATION GENERAL ANF • 2009 ANNUAL REPORT 119 OTHER
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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
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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 119: INFORMATION ABOUT ANF Reports and 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
Page 169 and 170: 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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