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198 OTHER GENERAL INFORMATION Other information regarding corporate governance 4.2 Declarations related to corporate governance As decided by the Supervisory Board at its meeting of December 9, 2008 and made public by a press release dated December 12, 2008, the Company refers to the AFEP/MEDEF Corporate Governance Code of December 2008 available on the MEDEF website (www.medef.fr) (“the Corporate Governance Code”). The Corporate Governance Code, consisting of the October 2003 AFEP/ MEDEF report on the corporate governance of listed companies 4.3 Information concerning service contracts between members of the Executive Board and Supervisory Board, and ANF or any of its subsidiaries There are no service agreements between members of the Executive Board or Supervisory Board, and ANF or its subsidiary involving any particular benefi ts except for a service level agreement between Eurazeo and ANF described in the paragraph “Services contract” in Section 5.3 of Part VI of the Registration Document 4.4 Related-party transactions In accordance with Article 28 of European Commission Regulation (EC) No. 809/2004, the Statutory Auditors’ special reports on regulated agreements relating to the fi scal years ended December 31, 2008 and December 31, 2007, which are included respectively in the Registration Document fi led with the Financial Markets Authority on April 30, 2009 under number R. 09-041 (paragraph 6.9) and the Registration Document fi led with the Financial Markets Authority on April 25, 2008 under number R. 08-034 (paragraph 7.10.1), are included by reference in this Registration Document. ANF • 2009 ANNUAL REPORT � Contents and recommendations on the compensation of executives of January 2007 and October 2008 recommends a number of good operating principles to improve the management and image of listed companies with investors and the public (see paragraph 6.7 “Report of the Chairman of the Supervisory Board on internal control” in Part II of the Registration Document). and the benefi ts granted to certain member of the Executive Board described in paragraph “Members of the Executive Board and Supervisory Board of ANF remunerated by Eurazeo” in Section 2.5 of Part II of the Registration Document. Please refer to the description of the framework agreement with the B&B group in Chapter 10 “B&B” in Part I of the Registration Document. See paragraph 8 “Special report of the Statutory Auditors on regulated agreements and commitments” in Part II of the Registration Document. See also Note 14 to the consolidated fi nancial statements and Note 20 to the Company fi nancial statements in Parts III and IV respectively of the Registration Document. 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 concerning the Group’s business and organisation 5. Other information concerning the Group’s business and organisation 5.1 Organisation chart Company organisation chart ANF’s organisation chart at the date of fi ling of the Registration Document is as follows: 99.9% 59.2% 63.4% 45.0% SGIL Eurazeo Immobilière Bingen ANF 1-3 Rue d'Hozier 40.8% Public 100% ANF République ANF was 59.24%-owned by Eurazeo at December 31, 2009. As a result, ANF was, at that date, fully consolidated in the consolidated fi nancial statements of the Eurazeo group. See also the table in Note 19 to the Company’s annual fi nancial statements presenting the subsidiaries and shareholdings. Relations between the parent company and its subsidiaries See paragraph 1.6 “Activities of the main subsidiaries” in Part II of the Registration Document. 5.2 Properties and equipment See Section 7 “Lyons” and Section 8 “Marseilles” in Part I of the Registration Document. 5.3 Major contracts Financing contracts On July 27, 2007, ANF renegotiated a €186 million loan taken out in 2005 from a banking pool consisting of Calyon, HSBC, BECM and Société Générale, increasing it to €250 million. This new line of credit is for a period of seven years. The contract concerning this loan has been subject to two amendments, respectively dated October 30, 2007 and July 7, 2008. The main features of this line of credit are: • the interest rate is Euribor +0.50%; • the ratios with which ANF must comply are: � • loan to value (LTV) ratio of 50% or less, Contents • interest coverage ratio (ICR) (EBITDA over fi nancial income) of 2 or more; • the loan contract includes a clause providing that an accelerated payoff of the outstanding debt on the loan may be declared in the event of a change in control. At December 31, 2009, €185.9 million had been drawn from this line of credit. At the date of this Registration Document, the available amount of this line of credit is €64.1 million. ANF • 2009 ANNUAL REPORT 199 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
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Note 2 Receivables maturity schedul
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ANF’s former Chief Operating Offi
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Note 10 Covenants With respect to l
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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 and 192: OTHER GENERAL INFORMATION Other inf
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: or vote on the project in question
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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