Download the 2009 annual report in PDF format - ANF

down into €21,783,916.96 charged to “Other reserves” and
€2,144,730.06 to “Revaluation reserves” (in the amount of the
surplus amortisation on revaluation). As a result, the Company’s
distribution of reserves reached a total amount per share equal
to (i) €23,928,647.02, less €107,899.40 for the portion charged
to treasury shares and automatically recognised under retained
earnings, divided by (ii) 24,956,675 ANF shares (i.e. the number
of shares in ANF’s share capital on May 28, 2009, the date of the
Ordinary and Extraordinary Shareholders’ Meeting) (“Distribution
of Reserves”). This dividend was paid, and reserves therefore
distributed, on June 29, 2009.
To protect the rights of recipients under the bonus share grant plan,
in accordance with said plan, the Executive Board decided at a
meeting on July 20, 2009 to adjust the number of bonus shares
granted by multiplying the number of bonus shares granted to each
recipient by the following adjustment factor:
Where:
1
1 – (Amount of payout per share)/
(Value of share prior to payout)
• “Amount of payout per share” means an amount in euros equal
to the following division:
23,820,747.62
24,956,675
• “Value of share before pay out” means the weighted average
share price in the last three market sessions before the payout
date, i.e. €26.
Following the above adjustment, the number of bonus shares
awarded is as follows:
Recipient
Members of the Executive Board
Adjusted number
of bonus shares
Bruno Keller, Chairman 24,998.55
Xavier de Lacoste Lareymondie 13,750.10
Brigitte Perinetti 2,188.39
Richard Odent (1) 2,812.68
Granted to employees 15,505.77
(1) Richard Odent resigned from his duties as member of the Executive Board
with effect from January 31, 2008.
Warrants
INFORMATION ABOUT ANF
Corporate governance
The eighth resolution of the May 12, 2006 Ordinary and Extraordinary
General Meeting delegated authority to the Executive Board for a
period of three months to issue a maximum of 333,000 warrants,
representing about 2% of the Company’s share capital, to members
of the Executive Board and employees in the positions of Director,
Deputy Director, Department Manager or Business Manager.
On July 24, 2006, at the proposal of the Supervisory Board, the
Executive Board decided on the basis of the above resolution, to
issue warrants to all employees in these categories who met the
criteria specifi ed above.
At the close of the subscription period between July 26, 2006 and
August 10, 2006, 262,886 warrants were subscribed to by twelve
benefi ciaries (1) for a total amount of €920,101.
(i) Warrant terms
Unit price: €3.50
Form of warrants: the warrants are in registered form and by book
entry.
Listing: no request will be fi led for the warrants to be traded on a
regulated market.
Payment: subscriptions were fully paid up in cash.
Protection of warrant-holder rights: ensured by adjusting the
exercise ratio specifi ed in the terms laid down by the Executive Board
in accordance with Article L. 288-99 of the French Commercial
Code and the 8th resolution of the May 12, 2006 Ordinary and
Extraordinary Shareholders’ Meeting.
(ii) Terms and conditions of exercise of the warrants
(1) Exercise of subscription rights
Initial exercise ratio: 1 share for 1 warrant at an exercise price
of €35 per warrant at any time between August 11, 2010 and
November 10, 2011.
At its meetings on March 26, 2008 and December 1, 2008, the
Executive Board adjusted the warrant exercise ratio to 1.08 shares
for 1 warrant, at a unit exercise price of €35 per warrant.
In order to protect warrant-holders’ rights following the distribution
of reserves, ANF’s Executive Board adjusted the warrant exercise
ratio on July 27, 2009 to 1.08 new ANF shares for 1 warrant,
multiplying it by the following adjustment factor:
Where:
1
1 – (Amount of payout per share)/
(Value of share prior to payout)
• the “Value of payout per share” means an amount in euros equal
to the following division:
23,820,747.62
24,956,675
(1) Purchase price resulting from the adjustments made by the Executive Board at its meeting on December 1, 2008.
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Contents
ANF • 2009 ANNUAL REPORT
69
OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS