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60 INFORMATION ABOUT ANF Corporate governance TABLE 3: ATTENDANCE FEES AND OTHER COMPENSATION PAID TO MEMBERS OF THE SUPERVISORY BOARD Members of the Supervisory Board ANF • 2009 ANNUAL REPORT Amounts in euros paid in 2008 for fi scal year 2007 Amounts in euros paid in 2009 for fi scal year 2008 Alain Hagelauer Attendance fees 14,000 20,000 Other compensation - - Patrick Sayer (1) Attendance fees - - Other compensation - - Delphine Abellard (1) Attendance fees - - Other compensation - - Philippe Audouin (1) Attendance fees - - Other compensation - - Sébastien Bazin Attendance fees 8,300 11,000 Other compensation - - Bruno Bonnell (2) Attendance fees - 6,125 Other compensation - - Jean-Luc Bret Attendance fees 7,300 11,000 Other compensation - - Alain Lemaire (2) Attendance fees - 5,125 Other compensation - - Alban Liss (3) Attendance fees - 4,500 Other compensation - - Philippe Monnier Attendance fees 7,600 11,000 Other compensation - - Jean-Pierre Richardson (2) Attendance fees - 7,125 Other compensation - - Henri Saint Olive Attendance fees 7,683 11,875 Other compensation - - Théodore Zarifi Attendance fees 9,500 12,500 Other compensation - - Éric Le Gentil (4) Attendance fees - 2,625 Other compensation - - TOTAL ATTENDANCE FEES 54,383 102,875 OTHER COMPENSATION - - (1) Members of the Supervisory Board remunerated solely by Eurazeo who waived any attendance fees paid by ANF. Delphine Abellard resigned from her duties as member of the Supervisory Board of ANF with effect from May 6, 2010. (2) Members of the Supervisory Board since May 14, 2008. (3) Member of the Supervisory Board from May 14, 2008 to September 15, 2008. (4) Member of the Supervisory Board since November 17, 2008. Each member of the Supervisory Board receives a fi xed amount and a variable amount of attendance fees paid pro rata to his effective presence at Supervisory Board meetings. � Contents The members of the Supervisory Board do not receive any compensation apart from attendance fees. The total amount of attendance fees due for fi scal year 2009 and paid in 2010 amounted to €111,111. 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 Eurazeo Bruno Keller, Chairman of the Executive Board of ANF and Patrick Sayer and Philippe Audouin, respectively, Vice-Chairman and member of the Supervisory Board of ANF are also members of the Executive Board of Eurazeo. Members of the Executive Board of Eurazeo are remunerated on an individual basis. The variable portion of compensation is determined by the Compensation and Appointments Committee based on the successful achievement of qualitative and quantitative objectives. The Compensation and Appointments Committee met on November 17, 2009 and proposed the 2010 fi xed compensation for the members of the Executive Board to the Supervisory Board meeting of December 3, 2009, which approved them. The Compensation and Appointments Committee met on March 10, 2010 and proposed the 2010 variable compensation for the members of the Executive Board to the Supervisory Board meeting of March 19, 2010, which approved them. At its meeting on December 9, 2008, the Supervisory Board of Eurazeo reviewed the AFEP/MEDEF recommendations issued in INFORMATION ABOUT ANF Corporate governance October 2008 on the compensation of the executive corporate offi cers of listed companies. These recommendations are part of Eurazeo’s corporate governance policy, which was implemented long ago. In exchange for the services provided in carrying out their duties, members of the Executive Board, as well as non-Board senior executives of Eurazeo, have an additional defi ned retirement fund, in order to provide them with complementary retirement compensation. This additional retirement is based on their compensation and their seniority at the time they retire. The members of the Executive Board were granted this benefi t under the same terms as non-Board member executives. In the event of forced termination of their functions, prior to a 4-year period as of the date they are appointed to the Executive Board by the Supervisory Board meeting of March 19, 2010, they receive an allowance representing respectively two years of compensation for Patrick Sayer and 18 months for Bruno Keller and Philippe Audouin. Payment of such allowances is subject to the relevant party’s performance criteria. TABLE 1A: SUMMARY OF COMPENSATION, STOCK OPTIONS AND SHARES ALLOCATED BY EURAZEO TO EACH EXECUTIVE CORPORATE OFFICER Bruno Keller, Chairman of the Executive Board (€) 2008 fi scal year 2009 fi scal year Compensation due for the fi scal year (breakdown in Table 2) 805,130 926,250 Valuation of stock options allocated for the fi scal year (breakdown in Table 4) 384,062 74,520 Valuation of performance shares allocated for the fi scal year - - Valuation of bonus shares allocated during the fi scal year 2,468 77,466 TOTAL 1,191,660 1,078,236 Patrick Sayer, Vice-Chairman of the Supervisory Board (€) 2008 fi scal year 2009 fi scal year Compensation due for the fi scal year (breakdown in Table 2) 1,311,717 1,555,493 Valuation of stock options allocated for the fi scal year (breakdown in Table 4) 2,399,908 908,350 Valuation of performance shares allocated for the fi scal year - - Valuation of bonus shares allocated during the fi scal year 2,468 2,337 TOTAL 3,714,093 2,466,181 Philippe Audouin, Member of the Supervisory Board (€) 2008 fi scal year 2009 fi scal year Compensation due for the fi scal year (breakdown in Table 2) 516,077 667,710 Valuation of stock options allocated for the fi scal year (breakdown in Table 4) 511,120 198,945 Valuation of performance shares allocated for the fi scal year - - Valuation of bonus shares allocated during the fi scal year 2,468 2,337 TOTAL 1,029,665 868,992 � Contents ANF • 2009 ANNUAL REPORT 61 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
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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 and 60: Members of the Executive Board and
Page 61: Ghislaine Seguin, Member of the Exe
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:
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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
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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
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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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