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172
ANNUAL FINANCIAL STATEMENTS
Notes to the fi nancial statements
Note 18 Share-based payment
Bonus shares
The Executive Board, upon the proposal of the Supervisory Board
and acting by virtue of resolution 9 of the Ordinary and Extraordinary
Shareholders’ Meeting of May 12, 2006, decided on July 24, 2006
to allot bonus shares to members of the Executive Board as well as
qualifying staff members, as defi ned by the resolution.
The bonus share plan calls in particular for a “vesting period” of
three years from the date of the decision of the Executive Board
of July 24, 2006, at the end of which the shares only fully vest if
the recipient is still an employee or corporate offi cer of ANF (or its
subsidiaries), except in the case of death, retirement or disability.
The “vesting period” is followed by a two-year “retention period”
from the end of the vesting period, during which the recipient may
not dispose of the shares received. A total of 52,584 bonus shares,
with a value of €38.26 each (share price on July 24, 2006) and
representing a little less than 0.32% of the Company’s capital, were
initially granted to twelve recipients, all of whom subscribed for
warrants.
In order to factor in the distribution of reserves that took place
pursuant to resolution 2 of the Ordinary and Extraordinary
Shareholders’ Meeting of May 28, 2009, at its July 27, 2009
meeting the Executive Board adjusted the number of bonus shares
allotted to raise the number to 59,264.
ANF • 2009 ANNUAL REPORT
At the same meeting, the Executive Board noted that the three-year
vesting period had expired on July 24, 2009 and that 59,264 new
shares would be issued to the benefi ciaries. These new shares were
issued at a unit price of €1, with the amount of the capital increase
being deducted from the reserves.
Warrants
At its July 24, 2006 meeting, the Executive Board, pursuant to the
powers granted to it in resolution 8 of the Ordinary and Extraordinary
Shareholders’ Meeting of May 12, 2006, acting on the basis of the
prior authorisation granted to it by the Supervisory Board at its
June 22, 2006 meeting, decided to issue warrants at a unit price of
€3.50 to members of the Executive Board as well as qualifying staff
members, as defi ned by the resolution.
At the close of the subscription period, which ran from July 26 to
August 10, 2006, 262,886 warrants had been subscribed for by
twelve benefi ciaries, for a total of €920,101.
In order to factor in the distribution of reserves that took place
pursuant to resolution 2 of the Ordinary and Extraordinary
Shareholders’ Meeting of May 28, 2009, at its July 27, 2009 meeting
the Executive Board adjusted the exercise ratio of the warrants.
Warrant terms
Unit price €3.50
Form of warrants: The warrants are registered and are recorded using book entries.
Listing: No request will be fi led for the warrants to be admitted to trading on a regulated market.
Paying up: The subscriptions were fully paid up in cash.
Protection of warrant-holder Warrant-holder rights will be protected by means of the adjustment of the exercise ratio in the manner
rights:
established by the Executive Board in accordance with Article L. 288-99 of the French Commercial Code and
pursuant to the provisions of resolution 8 of the Ordinary and Extraordinary Shareholders’ Meeting of May 12,
2006.
Exercise period At any time between August 11, 2010 and November 10, 2011
Current exercise ratio 1.13 shares to be issued by ANF for every one warrant
Strike price Unit strike price of €35 per warrant
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OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS