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188 OTHER GENERAL INFORMATION Other legal information applied. These buildings are then visited periodically for unannounced inspections by the competent safety commission with a view to verifying that they comply with safety standards; • energy performance review: when a property principally for residential purposes is rented or sold, the tenant or purchaser may request an energy performance review as specifi ed in Articles R. 134-1 to R. 134-5 of the French Construction and Residence Code, introduced by Article 1 of Decree 2006-1147 dated September 14, 2006; • review of internal gas and electricity installations: when part or all of a residential property including an internal gas and/or electricity installation carried out more than 15 years ago is sold, an installation report is produced by the seller, as provided for in Articles R. 134-6 to R. 134-9 (internal gas installation report) and R. 134-10 to R. 134-13 (internal electricity installation report) of the French Construction and Residence Code; 2.3 Insurance and risk covers General presentation of Company policy with regard to insurance ANF’s company policy on insurance is to protect the Company’s assets and provide optimum cover against risks related to a liability claim. ANF’s properties are covered against property damage at reinstatement cost and for loss of rent for up to three years. All of ANF’s portfolio is appraised by independent assessors on a halfyearly basis with a view to maintaining the best covers. In general terms, ANF believes that the insurance policies in place at the date of fi ling of the Registration Document are adequate given the value of the assets insured and the level of risk incurred. The degree of cover in place is intended to provide, in accordance with the above objectives and subject to insurance market constraints, material protection in the event of damage of a reasonably estimated intensity in terms of amount and probability. As of the date of fi ling of this Registration Document, no material damage has occurred that might cause changes either to terms for future covers or to the overall cost of insurance premiums. 2.4 Legal and arbitration cases Current disputes are shown in Note 7 to the consolidated fi nancial statements and in Note 9 to the annual fi nancial statements. To the best of the Company’s knowledge, there is no other government, legal or arbitration case pending or by which it is ANF • 2009 ANNUAL REPORT • Commercial lease law: in conducting its business, ANF is also subject to regulations on commercial leases. Commercial leases are governed by Articles L. 145-1 and seq. and R. 145-1 et seq. of the French Commercial Code; • residential lease law (ordinary law leases): lettings of premises principally for residential use or principally for mixed business and residential use, as well as the letting of garages, parking spaces, gardens and other premises rented as ancillary to the main premises by the same lessor, are subject to law 89-462 dated July 6, 1989; • property fi nance lease contract law: property fi nance leasing contracts are governed, in particular, by Articles L. 313-7 and seq. of the Monetary and Financial Code. A fi nance leasing contract is essentially a fi nancing technique consisting of both a lease and an option to purchase the leased property no later than the expiration of the lease. Insurance covers � Contents ANF has taken out damage insurance for all of its assets, including against storms, acts of terrorism or terrorist attacks, right of recovery by neighbours or third parties, loss of rent and consequential loss and compensation. The properties are insured at reinstatement cost on the day of the claim. The contractual compensation limit per claim is €60 million. ANF has also taken out operating civil liability, professional civil liability and legal expenses insurance. The contractual compensation limit varies according to the claim, but may reach a maximum amount of €9 million. The property insurance programme also includes policies taken out, project by project, for construction projects, in accordance with law 78.12 of January 4, 1978. threatened that might have, or over the last 12 months has had, material effects on the fi nancial situation or profi tability of the Company and/or of the ANF group. OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS
OTHER GENERAL INFORMATION Other information regarding the capital and the shareholding structure 3. Other information regarding the capital and the shareholding structure 3.1 Extracts from the Articles of Association regarding capital and the shareholding structure Form of shares (Article 7 of the Articles of Association) Fully paid-up shares can be registered or bearer shares, as the shareholder chooses. As an exception to the above, the shares of any shareholder other than an individual owning more than 10% of the Company’s dividend rights are to be held in pure registered accounts. They are held in an account under the conditions provided for by law and regulations. The Company may at any time ask an institution or intermediary, under the legal and regulatory conditions in force and subject to the corresponding penalties, to disclose the name or corporate name, the nationality and address of individuals or entities holding securities with current or future voting rights at the Company’s Shareholders’ Meetings, as well as the number of securities held by each individual or entity and, if applicable, any restrictions on the securities held. Share capital ownership information (Article 8 of the Articles of Association) Any individual or legal entity which, acting alone or jointly with others, should come to hold, either directly or indirectly, one percent (1%) or more of the capital or voting rights of the Company shall inform the Company of the aggregate number of shares, voting rights and future rights to Company equity it holds. It shall also report that information to the Company whenever the number of shares or voting rights it owns increase by an additional one percent (1%) or more of the capital and total voting rights. The information must be provided to the Company no later than fi ve (5) trading days after any acquisition of shares or voting rights which lead to one or more thresholds being exceeded. In the event that a shareholder should fail to comply with the above provisions, at the request of one or more shareholders owning fi ve percent (5%) or more of the Company’s capital, which request shall be recorded in the minutes of the Shareholders’ Meeting, any shares or voting rights not reported within this deadline shall be barred from voting at any Shareholders’ Meeting held within a period of two (2) years after they are reported by the owner. The foregoing reporting requirement shall also apply whenever the portion of shares or voting rights held decreases under the one percent (1%) threshold. � In the case the threshold of 10% direct or indirect ownership of rights to Company dividends is exceeded, all shareholders other than individuals are required, on their own responsibility, to indicate in the declaration that such threshold has been exceeded, whether or not they are subject to withholding tax (as defi ned in Article 24 of the Articles of Association). When such a shareholder declares that he is not subject to withholding tax, evidence must be presented at the Company’s request, on the understanding that any such evidence produced will not exempt that shareholder from the entire responsibility for such declarations. All shareholders other than individuals, who have notifi ed the Company that they have exceeded the above threshold, must notify the Company as soon as possible of any change in their tax status which might cause them to become or cease to be subject to withholding tax. Changes to shareholder rights Any change to shareholder rights is subject to legal requirements. There are no specifi c provisions in the Articles of Association. Changes to the share capital Provisions in the Articles of Association governing changes to ANF’s share capital are no more stringent than those required by law. Transfer and assignment of shares Contents The procedures for transferring and assigning shares are subject to legal requirements. There are no specifi c provisions in the Articles of Association. Rights conferred by each share (Article 9 of the Articles of Association) In addition to the voting right granted by law, each share carries the right to a portion of the profi ts or liquidation surplus in direct proportion to the existing number of shares. Each time a certain number of shares must be owned to vote, it is the responsibility of those shareholders who do not own that number, to arrange the grouping of shares as required. ANF • 2009 ANNUAL REPORT 189 OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION 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
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TABLE 5: STOCK OPTIONS EXERCISED BY
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Stock options are granted during th
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down into €21,783,916.96 charged
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Accordingly, the new purchase price
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3 Risk management, risk factors and
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Risks related to information system
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Since June 1, 2006, lessors are req
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3.5 Risks related to B&B Hotels Gro
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2007 INFORMATION ABOUT ANF Voting r
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Pursuant to the regulations in effe
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5. Sustainable development 5.1 Huma
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INFORMATION ABOUT ANF Reports and i
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otherwise exercisable, immediately
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The maximum purchase price per shar
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4. resolves that this delegation of
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e retroactive, from which the new s
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up to the limits set out by applica
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The extraordinary resolutions propo
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website (www.medef.fr) (“Code de
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The Statutory Auditors were duly in
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• liabilities or similar instrume
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analysis of turnover by supplier, e
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Within ANF, a profi t-sharing agree
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CONSOLIDATED FINANCIAL STATEMENTS I
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CONSOLIDATED BALANCE SHEET - TOTAL
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STATEMENT OF CHANGES IN SHAREHOLDER
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Detailled contents HIGHLIGHTS OF TH
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using the fair value convention. In
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As of December 31, 2009, fi ve buil
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A review of the rental base for fi
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d) Stock option plan granted in 200
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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 (€
Page 171 and 172: Note 14 Covenants With respect to l
Page 173 and 174: Note 16 Headcount As of December 31
Page 175 and 176: Stock option plan granted in 2007 D
Page 177 and 178: Stock option plan granted in 2009 D
Page 179 and 180: Note 22 Extraordinary items ANNUAL
Page 181 and 182: III - Specifi c checks and disclosu
Page 183 and 184: PRO FORMA FINANCIAL INFORMATION �
Page 185 and 186: OTHER GENERAL INFORMATION 1. PERSON
Page 187 and 188: Statutory Auditors’ fees TABLE OF
Page 189: If the ownership threshold is not m
Page 193 and 194: 3.2 Share capital Number of shares
Page 195 and 196: violation of these Articles of Asso
Page 197 and 198: to a specifi c situation, or conver
Page 199 and 200: or vote on the project in question
Page 201 and 202: OTHER GENERAL INFORMATION Other inf
Page 203 and 204: 5.6 History Important events in the
Page 205 and 206: In accordance with RICS rules, we w
Page 207 and 208: • Three assets are under fi nance
Page 209 and 210: OTHER GENERAL INFORMATION Contacts
Page 211 and 212: OTHER GENERAL INFORMATION Contacts
Page 213 and 214: OTHER GENERAL INFORMATION Concordan
Page 215 and 216: OTHER GENERAL INFORMATION Concordan
Page 217 and 218: OTHER GENERAL INFORMATION � Conte
Page 220: Head office : 32, rue de Monceau -
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