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190 OTHER GENERAL INFORMATION Other information regarding the capital and the shareholding structure Distribution of profi ts and payment of dividends (extracts from Article 24 of the Articles of Association “Company fi nancial statements – Distributions”) Where net income for the fi scal year enables it, and after deduction of funds for the legal reserves, the Shareholders’ Meeting may, at the Executive Board’s proposal, withhold such amounts as it deems useful, either to carry forward to the following year, or to allocate to one or more general or specifi c reserve funds, or to distribute to shareholders. The Shareholders’ Meeting to approve the fi nancial statements for the fi scal year may opt to grant all shareholders the option of payment in cash or in shares of all or part of the dividend to be distributed or paid in advance, under the conditions provided for by law and regulations in force at the date of its decision. Any shareholder other than an individual: (1) Owning directly or indirectly at least 10% of the rights to Company dividends when pay out is made, and (2) Whose specifi c situation, or the situation of whose partners directly or indirectly owning 10% or more of the rights to dividends in respect of payment of any dividend, makes the Company liable to 20% withholding tax under Article 208 C II (iii) of the French General Tax Code (“withholding tax”) (such shareholder being hereinafter called “subject to withholding tax”), will, when payment of the dividend is made, owe to the Company the sum payable by the Company as withholding tax in respect of the aforementioned distribution. In the absence of a declaration that a threshold has been exceeded under the terms laid down in Article 8, or in the absence of notifi cation of the confi rmation or information specifi ed in Article 23.3 before the required deadline, any shareholder in the Company directly or indirectly owning 10% or more of the rights to Company dividends on the day dividends are paid will be presumed to be subject to withholding tax. When a number of shareholders are subject to withholding tax, each will owe to the Company the share of the withholding tax payable by the Company to which that shareholder’s direct or indirect shareholding will have given rise. Whether a shareholder is subject to withholding tax is assessed at the date of payment of a dividend. Payment of any dividend to a shareholder subject to withholding tax will be by entry in that shareholder’s individual current account (on which no interest is paid), with the current account being repaid in fi ve (5) business days from that entry after offsetting with the sums payable by the shareholder subject to withholding tax to the Company under the provisions of this article. The Shareholders’ Meeting may grant each shareholder the option of payment in cash or in shares for all or part of the dividend to be distributed or paid in advance. Where a dividend is paid in shares, a shareholder subject to withholding tax will receive part in shares and the rest in cash (with that portion being paid by entry in an individual current account), so that the offsetting mechanism described above may be applied to the portion of the dividend paid by entry in an individual current account, it being specifi ed that ANF • 2009 ANNUAL REPORT � Contents no fractional shares will be created and that the shareholder subject to withholding tax will receive an amount in cash equal to the value of any fractional shares. Shareholders’ Meeting – notices – meetings (extracts from Article 23 of the Articles of Association) 1. Shareholders’ Meetings are called and held in the conditions provided for by law. 2. Each share entitles to one vote. However, double voting rights are carried by all shares entirely paid up and for which proof of registration under one shareholder’s name for a period of two (2) years is provided. When capital is increased by incorporating reserves, profi ts or share issue premiums, double voting rights are awarded at issue to registered bonus shares granted to a shareholder in respect of existing shares carrying this right. Any share which is converted to bearer form, or which is transferred to another holder, relinquishes the double voting right. However, the transfer of ownership by inheritance, liquidation of joint ownership between spouses, or inter vivos gift to a spouse or relative who is an heir, does not cause vested rights to be lost and does not interrupt the time period in the preceding clause. 3. Meetings are held either at the registered offi ce or in another place specifi ed in the meeting notice. A right to attend the Company’s Shareholders’ Meetings is conferred by registration of the shares in the shareholder’s name or the fi nancial intermediary acting on it behalf (under the conditions provided for by law) on the third business day prior to the meeting, at midnight (Paris time): • for registered shareholders: in the registered share accounts of the Company; • for bearer shareholders: in the bearer share accounts kept by the authorized intermediary, under the conditions provided for by the regulations in force. All shareholders may attend the meetings either in person or by proxy. All shareholders may also participate by voting by mail under the conditions provided for by laws and regulations in force. To be taken into account, a mail ballot must be received by the Company no later than three (3) business days prior to the date of the meeting. All shareholders, other than individuals, owning either directly or indirectly 10% or more of the rights to Company dividends, must confi rm or negate the information declared pursuant to Article 8, paragraph 4 of the Articles of Association no later than fi ve (5) business days prior to the date of the meeting. 4. The meetings are chaired by the Chairman of the Supervisory Board or, in his absence, by the Vice-Chairman. In the absence of both, the meeting elects its own Chairman. 5. Minutes of meetings are taken and copies or extracts thereof are certifi ed and delivered in accordance with the law. OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS
3.2 Share capital Number of shares On December 31, 2009, the share capital was twenty-six million seventy thousand eight hundred and forty-six euros (€26,070,846). It is represented by twenty-six million seventy thousand eight hundred and forty-six (26,070,846) shares, fully paid up and all of the same category. Shares giving access to the capital Please see paragraph 2.6 “Interests of executives and employees in the share capital” in Part II of the Registration Document. Shares not representing capital None. Acquisition of its own shares by the Company See paragraph 4.4 “Transactions related to the Company shares” in Part II of the Registration Document. Note that a liquidity contract was entered into on June 16, 2008 with the commercial bank, Rothschild & Cie Banque. In 3.3 Shareholder agreements Agreements declared to the AMF None. Agreements signed by ANF None. OTHER GENERAL INFORMATION Other information regarding the capital and the shareholding structure implementation of this contract, €427,963.18 was allocated to the liquidity account. The fi nancial resources allocated to this contract were increased in October 2008 and in September 2009, bringing them to €1,027,963.18. Share capital authorised but not issued Please refer to the table showing authority delegated and still in force in paragraph 6.2 “Summary of currently valid capital increase authorisations conferred by the Shareholders’ Meeting” in Part II of the Registration Document. Information concerning the Company’s capital on which there is an option or an agreement providing for options to be placed on it To the best of ANF’s knowledge, at the date of fi ling of the Registration Document, no person other than those referred to in paragraph 2.6, “Interests of executives and employees in the share capital”, in Part II of the Registration Document holds purchase or subscription options on ANF stock. Provisions restricting change of ownership of the Company None. � Contents ANF • 2009 ANNUAL REPORT 191 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
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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 and 190: If the ownership threshold is not m
Page 191: OTHER GENERAL INFORMATION Other inf
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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