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56 INFORMATION ABOUT ANF Corporate governance • is informed as to the accounting principles applicable to the Company, as well as any eventual diffi culties arising from the correct application of such rules, and it examines any proposed change of accounting guidelines or modifi cations of accounting methods; • is notifi ed by the Executive Board or by the Statutory Auditors of any event which could entail a signifi cant risk for the Company; • may require the performance of any internal or external audit on any subject it considers material to its duties and responsibilities. In such cases, the Chairman immediately informs the Supervisory Board and the Executive Board; • is informed of internal control processes and internal audit programme whenever necessary; • is presented each half-year, by the Executive Board, with an analysis of the risks to which the Company may be exposed. (b) Compensation and Appointments Committee This Committee consists of three Board members: Patrick Sayer (Chairman), Sébastien Bazin and Philippe Monnier. The Compensation and Appointments Committee has the following duties and responsibilities: • to submit proposals to the Supervisory Board as to the compensation of its Chairman, Vice-Chairman and the members of the Executive Board, the amount of attendance fees, and the granting of Company stock option plans and bonus shares allocated to members of the Executive Board; • to submit recommendations for appointing, removing and renewing the terms of members of the Supervisory Board and Executive Board. The Committee is informed of the recruitment and compensation of the key executive managers of the Company. (c) Properties Committee This Committee consists of four Board members: Patrick Sayer (Chairman), Sébastien Bazin, Jean-Luc Bret and Philippe Monnier. The Properties Committee reviews and issues an opinion on any and all contemplated transactions, corporate acts or proposals to the Shareholders’ Meeting submitted to it by the Chairman of the Supervisory Board with prior approval from the Supervisory Board. ANF • 2009 ANNUAL REPORT Operating Committees (a) Real Estate Committee The Real Estate Committee, chaired by the Chairman of the Executive Board and the Chief Operating Offi cer, consists of members of the Executive Board and key executives of ANF. It meets at least once every six months to review the policy to be applied, follow up and report on its implementation. Any policy thus determined is implemented by the property team. Real Estate Committee meetings enable management to ensure that its policies are correctly implemented. The Real Estate Committee also examines reports prepared by the accounting and fi nance departments on the Company’s business and in particular on the completion of works and the analysis of any discrepancies with the budget. (b) Strategic Committee Since 2008, ANF’s key executives have met at least once per month in a Strategic Committee, which examines the reporting prepared by the accounting and fi nance departments and the operations of ANF’s various departments. (c) Coordination Committee A Coordination Committee was set up in June 2006 for each site, each one chaired by its Chief Operating Offi cer. They comprise the key executives of the property staff in charge of each site. They meet regularly to address current topics and ensure that the decisions of the Executive Board are correctly applied. (d) Executive Committee An Executive Committee was set up at the beginning of fi scal year 2008. At the date of this Registration Document, it comprised the members of the Executive Board, the Chief Financial Offi cer and one of the Company’s executives. The Chief Financial Offi cer and said executive attend Executive Board meetings on a regular basis. 2.5 Compensation and retirement commitments of corporate offi cers The compensation and benefi ts of all types paid to the corporate offi cers of ANF by ANF and Eurazeo (1) as indicated below, in line with the presentation defi ned by the AFEP/MEDEF recommendations of October 2008 integrated into the AFEP/MEDEF Corporate (1) ANF is controlled by Eurazeo, as defi ned in Article L. 233-16 of the French Commercial Code. � Contents Governance Code for listed companies (December 2008) (Tables 1 to 7) and the AMF Recommendation of December 22, 2008 concerning the disclosures on the compensation of corporate offi cers required in registration documents (Tables 8 and 9). OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS
Members of the Executive Board and Supervisory Board remunerated by ANF INFORMATION ABOUT ANF Corporate governance TABLE 1: SUMMARY OF COMPENSATION, STOCK OPTIONS AND SHARES ALLOCATED BY THE COMPANY TO EACH CORPORATE OFFICER Bruno Keller, Chairman of the Executive Board (1) (€) 2008 fi scal year 2009 fi scal year Compensation due for the fi scal year (breakdown in Table 2) - - Valuation of stock options allocated for the fi scal year (breakdown in Table 4) (2) 310,540 378,135 Valuation of performance shares allocated for the fi scal year - - TOTAL 310,540 378,135 Xavier de Lacoste Lareymondie, Chief Operating Offi cer (€) 2008 fi scal year 2009 fi scal year Compensation due for the fi scal year (breakdown in Table 2) 335,784 348,379 Valuation of stock options allocated for the fi scal year (breakdown in Table 4) (2) 153,525 181,977 Valuation of performance shares allocated for the fi scal year - - TOTAL 489,309 530,356 Brigitte Perinetti, member of the Executive Board (3) (€) 2008 fi scal year 2009 fi scal year Compensation due for the fi scal year (breakdown in Table 2) 95,000 101,095 Valuation of stock options allocated for the fi scal year (breakdown in Table 4) (2) 17,415 18,907 Valuation of performance shares allocated for the fi scal year - - TOTAL 112,415 120,002 Ghislaine Seguin, member of the Executive Board (4) (€) 2008 fi scal year 2009 fi scal year Compensation due for the fi scal year (breakdown in Table 2) 185,000 190,121 Valuation of stock options allocated for the fi scal year (breakdown in Table 4) (2) 23,935 40,177 Valuation of performance shares allocated for the fi scal year - - TOTAL 208,935 230,298 Richard Odent, member of the Executive Board (5) (€) 2008 fi scal year 2009 fi scal year Compensation due for the fi scal year (breakdown in Table 2) 150,000 - Valuation of stock options allocated for the year (breakdown in Table 4) - - Valuation of performance shares allocated for the fi scal year - - TOTAL 150,000 (6) - (1) Bruno Keller is remunerated solely by Eurazeo. (2) Stock options were valued using a model that takes into account the characteristics of allocation plans and notably the term of the options, a risk-free rate of 2.8% and share volatility of 30%. (3) Brigitte Perinetti resigned from her duties as member of the Executive Board with effect from March 19, 2010. (4) Member of the Executive Board since December 9, 2008. (5) Richard Odent resigned from his duties as member of the Executive Board with effect from January 31, 2008. (6) The compensation of Richard Odent also includes notice pay and holiday pay owed at the date of resignation. � Contents ANF • 2009 ANNUAL REPORT 57 OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS
Page 1 and 2:
egistration document 2009
Page 3 and 4:
2009 Annual Report � The Registra
Page 5 and 6:
DESCRIPTION OF THE BUSINESS 1. PROF
Page 7 and 8: of listed real estate companies hav
Page 9 and 10: Furthermore, as part of its asset r
Page 11 and 12: DESCRIPTION OF THE BUSINESS Propert
Page 13 and 14: 7. Lyons at the heart of the old ci
Page 15 and 16: ANF’s goal is to maintain the hig
Page 17 and 18: ANF had the following real estate a
Page 19 and 20: To return the buildings to their fo
Page 21 and 22: 9.3 Committed and secured developme
Page 23 and 24: DESCRIPTION OF THE BUSINESS (€ th
Page 25 and 26: A new ANF tenant in the cities of L
Page 27 and 28: 13. Key Figures SIMPLIFIED INCOME S
Page 29 and 30: 1. INCOME FROM OPERATIONS 28 1.1 Fa
Page 31 and 32: The ILC index applies to leases sig
Page 33 and 34: sales of €29.7 million and partia
Page 35 and 36: • property held for sale worth
Page 37 and 38: Income statement Net income in 2009
Page 39 and 40: 1.4 Financial structure Consolidate
Page 41 and 42: 1.5 Events occurring after the bala
Page 43 and 44: Name and age Bruno Keller Age: 55 C
Page 45 and 46: Members of the Supervisory Board 1.
Page 47 and 48: Name and age Delphine Abellard (1)
Page 49 and 50: Name and age Sébastien Bazin* Age:
Page 51 and 52: Name and age Jean-Luc Bret Age: 63
Page 53 and 54: Name and age Alain Lemaire* Age: 60
Page 55 and 56: Name and age Henri Saint Olive Age:
Page 57: INFORMATION ABOUT ANF 2.2 Declarati
Page 61 and 62: Ghislaine Seguin, Member of the Exe
Page 63 and 64: Members of the Executive Board and
Page 65 and 66: INFORMATION ABOUT ANF Corporate gov
Page 67 and 68: 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 103 and 104: INFORMATION ABOUT ANF Reports and i
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
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Within ANF, a profi t-sharing agree
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INFORMATION ABOUT ANF Reports and i
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Page 119 and 120:
Page 121 and 122:
CONSOLIDATED FINANCIAL STATEMENTS I
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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
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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
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Note 16 Earnings per share CONSOLID
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Note 20 Interest rate risk exposure
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III - Specifi c checks and disclosu
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ANNUAL FINANCIAL STATEMENTS Pursuan
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Balance sheet at December 31, 2009
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Notes to the financial statements D
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espect of which depreciation period
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The real estate assets break down b
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Non-current fi nancial assets (€
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Note 8 Change in shareholder’s eq
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Note 10 Debt maturity schedule (€
Page 171 and 172:
Note 14 Covenants With respect to l
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Note 16 Headcount As of December 31
Page 175 and 176:
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 �
Page 185 and 186:
OTHER GENERAL INFORMATION 1. PERSON
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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
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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
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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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