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58 INFORMATION ABOUT ANF Corporate governance TABLE 2: SUMMARY OF THE COMPENSATION OF EACH EXECUTIVE CORPORATE OFFICER The table below presents the gross compensation paid to members of the Executive Board for the fi scal years ended December 31, 2008 and December 31, 2009 and the gross compensation due for the same fi scal years. Bruno Keller, Chairman of the Executive Board (1) (€) ANF • 2009 ANNUAL REPORT Amount for 2008 fi scal year Amount for 2009 fi scal year Due Paid Due Paid Fixed compensation - - - - Variable compensation - - - - Exceptional compensation - - - - Attendance fees - - - - Benefi ts in kind - - - - TOTAL - - - - (1) Bruno Keller is remunerated solely by Eurazeo. See paragraph “Members of the Executive Board and Supervisory Board of ANF remunerated by Eurazeo” of Part II of the Registration Document. Xavier de Lacoste Lareymondie, Chief Operating Offi cer (€) Amount for 2008 fi scal year Amount for 2009 fi scal year Due* Paid* Due* Paid** Fixed compensation 240,000 240,000 240,000 240,000 Variable compensation 93,500 110,000 104,959 93,500 Exceptional compensation - - - - Attendance fees - - - - Benefi ts in kind (car) 2,284 2,284 3,420 3,420 TOTAL 335,784 352,284 348,379 336,920 * The variable compensation due in fiscal year N is paid in fiscal year N + 1. The variable compensation due for 2008 and paid in 2009 was reduced by 15% on the compensation due for 2007. ** The variable compensation paid in fiscal year N is that due for fiscal year N – 1. Brigitte Perinetti, Member of the Executive Board (1) (€) Amount for 2008 fi scal year Amount for 2009 fi scal year Due* Paid** Due* Paid** Fixed compensation 70,000 70,000 70,000 70,000 Variable compensation 25,000 25,000 31,095 25,000 Exceptional compensation - - - - Attendance fees - - - - Benefi ts in kind - - - - TOTAL 95,000 95,000 101,095 95,000 (1) Brigitte Perinetti resigned from her duties as member of the Executive Board with effect from March 19, 2010. * The variable compensation due in fiscal year N is paid in fiscal year N + 1. ** The variable compensation paid in fiscal year N is that due for fiscal year N – 1. � Contents OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS
Ghislaine Seguin, Member of the Executive Board (€) INFORMATION ABOUT ANF Corporate governance Amount for 2008 fi scal year (1) Amount for 2009 fi scal year Due* Paid** Due* Paid** Fixed compensation 150,000 147,883 150,000 150,000 Variable compensation 35,000 - 40,121 35,000 Exceptional compensation - - - - Attendance fees - - - - Benefi ts in kind - - - - TOTAL 185,000 147,883 190,121 185,000 (1) Ghislaine Seguin joined the Company on January 8, 2008 as Real Estate Director. She was appointed to the Executive Board on December 9, 2008. The compensation indicated is that received since she joined the Company. * The variable compensation due in fiscal year N is paid in fiscal year N + 1. ** The variable compensation paid in fiscal year N is that due for fiscal year N – 1. Richard Odent (1) , Member of the Executive Board (€) Amount for 2008 fi scal year Amount for 2009 fi scal year Due* Paid** Due* Paid** Fixed compensation 150,000 105,205 - - Variable compensation - - - - Exceptional compensation - - - - Attendance fees - - - - Benefi ts in kind - - - - TOTAL 150,000 105,205 (2) - - (1) Richard Odent resigned from his duties as member of the Executive Board with effect from January 31, 2008. (2) The compensation of Richard Odent also includes notice pay and holiday pay owed at the date of resignation. * The variable compensation due in fiscal year N is paid in fiscal year N + 1. ** The variable compensation paid in fiscal year N is that due for fiscal year N – 1. The compensation of members of the Executive Board which consists of a fi xed compensation, a variable compensation, and benefi ts in kind relating to their position is determined on an individual basis by the Supervisory Board upon the proposal by the Compensation and Appointments Committee, which defi nes the principles regarding compensation and benefi ts granted to members of the Executive Board. Members of the Executive Board can also be granted stock options and/or bonus shares. The Compensation and Appointments Committee also determines, for each member of the Executive Board, the number of any stock options granted to them, as well as the number of bonus shares awarded. The fi xed compensation of members of the Executive Board was set at the Supervisory Board meeting held on December 3, 2009 upon the proposal by the Compensation and Appointments Committee submitted on November 30, 2009. The variable portion of compensation is determined based on the successful achievement of professional objectives in the past fi scal year. At its meeting on March 25, 2009, the Supervisory Board decided, upon the proposal made by the Compensation and Appointments Committee at its meeting on March 20, 2009, that the variable � Contents portion of compensation would be, as of FY 2009, determined based on the two following factors: • 50% of the variable portion would be calculated based on NAV (excluding transfer taxes); • 50% of the variable portion would be calculated based on the successful achievement of qualitative criteria as proposed by the Chairman of the Executive Board. The variable part of the compensation of the members of the Executive Board for 2009 was determined by the Supervisory Board meeting on March 19, 2010, upon the proposal made by the Compensation and Appointments Committee at its meeting on March 17, 2010, by taking into account in particular the successful achievement of objectives (collective and individual qualitative criteria) and the Company’s overall performance (quantitative criteria applied to all members of the Executive Board). Benefi ts in kind awarded to the Chief Operating Offi cer include exclusively the use of a company car. Furthermore, at the Supervisory Board meeting of May 4, 2005 it was decided not to compensate the members of the Executive Board for their terms served. However, the members are still compensated under their employment contracts (Xavier de Lacoste Lareymondie, Brigitte Perinetti and Ghislaine Seguin are paid by ANF and Bruno Keller by Eurazeo). ANF • 2009 ANNUAL REPORT 59 OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL 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
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 and 58: INFORMATION ABOUT ANF 2.2 Declarati
Page 59: Members of the Executive Board and
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
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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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INFORMATION ABOUT ANF Reports and i
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Page 119 and 120:
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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
Page 131 and 132:
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
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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 (€
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Note 14 Covenants With respect to l
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Note 16 Headcount As of December 31
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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 �
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OTHER GENERAL INFORMATION 1. PERSON
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Statutory Auditors’ fees TABLE OF
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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
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violation of these Articles of Asso
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to a specifi c situation, or conver
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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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