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70 INFORMATION ABOUT ANF Corporate governance • “Value of share before payout” means ANF’s weighted average share price in the last three market sessions before the payout date, i.e. €26. As a result, the warrant exercise ratio stands at 1.13 shares for 1 warrant, while the number of warrants and their exercise price remain unchanged. Stock options (i) Options granted by ANF Stock options granted in fi scal year 2007 During the fi scal year ended December 31, 2007, the Executive Board, at its meeting on December 17, 2007, made an allocation of stock options, the principal characteristics of which are set out in Table 8 of the paragraph “Stock options and performance shares” in Section 2.5 of Part II of the Registration Document. In order to protect the rights of the recipients of stock options following the distribution of reserves, ANF’s Executive Board adjusted the exercise terms on July 27, 2009, as follows: a) Adjustment of the purchase price of stock options The share purchase price (€43.75 (1) ) was multiplied by the following adjustment factor: Value of payout per share 1 1 – (Amount of payout per share)/ (Value of share prior to payout) Where: • the “Value 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 payout” means ANF’s weighted average share price in the last three market sessions before the payout date, i.e. €26. b) Adjustment of the number of stock options The initial number of stock options for each recipient was multiplied by the following adjustment factor: Purchase price of stock options Adjusted purchase price of stock options Where: • the purchase price of stock options is €43.75; • the adjusted purchase price of stock options represents the purchase price of the stock options determined according to the procedure described in paragraph a) above (i.e. €42.14). Accordingly, the new purchase price of stock options is €42.14 and the number of stock options for each benefi ciary breaks down as follows: ANF • 2009 ANNUAL REPORT Recipient Bruno Keller, Chairman of the Executive Board Xavier de Lacoste Lareymondie, Member of the Executive Board and Chief Operating Offi cer Brigitte Perinetti, Member of the Executive Board Number of stock options 59,143 26,509 2,932 Employees 23,576 Stock options granted in fi scal year 2008 During the fi scal year ended December 31, 2008, the Executive Board, at its meeting on December 19, 2008, made an allocation of stock options, the principal characteristics of which are set out in Table 8 of the paragraph “Stock options and performance shares” in Section 2.5 of Part II of the Registration Document. In order to protect the rights of the recipients of stock options following the distribution of reserves, ANF’s Executive Board adjusted the exercise terms on July 27, 2009, as follows: c) Adjustment of the purchase price of stock options • The share purchase price (€28.58) was multiplied by the following adjustment factor: Value of payout per share 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 • “Value of share before payout” means ANF’s weighted average share price in the last three market sessions before the payout date, i.e. €26. d) Adjustment of the number of stock options The initial number of stock options for each recipient was multiplied by the following adjustment factor: Purchase price of stock options Adjusted purchase price of stock options Where: • the purchase price of stock options is €28.58; • the adjusted purchase price of stock options represents the purchase price of the stock options determined according to the procedure described in paragraph a) above (i.e. €27.53). (1) Including Bruno Keller: 110,919, Xavier de Lacoste Lareymondie: 61,006, Brigitte Perinetti: 9,706 and Richard Odent: 12,479. � Contents OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS
Accordingly, the new purchase price of stock options is €27.53 and the number of stock options for each benefi ciary breaks down as follows: Recipient Bruno Keller, Chairman of the Executive Board Xavier de Lacoste Lareymondie, Member of the Executive Board and Chief Operating Offi cer Brigitte Perinetti, Member of the Executive Board Ghislaine Seguin, Member of the Executive Board and Real Estate Director Number of stock options 64,477 31,876 3,616 4,970 Employees 28,310 Eurazeo options granted in 2008 INFORMATION ABOUT ANF Corporate governance (ii) Options granted by Eurazeo Stock options granted individually to management executives and collectively to employees at Eurazeo are also examined by that company’s Compensation and Appointments Committee. In order to ensure the loyalty of its key executives, it is part of Eurazeo’s policy to distribute stock options on a regular basis. Individual amounts are based on the potential gains from exercising the options compared to the annual salary of the person concerned, after consulting with an outside specialist. Number Maturity dates Price Bruno Keller 18,750 5/20/2018 €80.63 Patrick Sayer 117,164 5/20/2018 €80.63 Delphine Abellard 5,554 5/20/2018 €80.63 Philippe Audouin 24,953 5/20/2018 €80.63 Eurazeo options exercised in 2008 None Eurazeo options granted in 2009 Number Exercise date Price Number Maturity dates Price Bruno Keller 9,661 6/01/2019 €32.70 Patrick Sayer 117,762 6/01/2019 €32.70 Delphine Abellard 6,083 6/01/2019 €32.70 Philippe Audouin 25,792 6/01/2019 €32.70 Eurazeo options exercised in 2009 Options exercised by each executive corporate offi cer No. and date of plan Number of stock options exercised over the fi scal year Exercise price Year of allocation Patrick Sayer 2002 plan 15,723 36.00 2002 Bruno Keller 2004 plan 13,000 37.32 2004 � Contents ANF • 2009 ANNUAL REPORT 71 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
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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
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 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: down into €21,783,916.96 charged
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 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
Page 113 and 114: Within ANF, a profi t-sharing agree
Page 121 and 122: CONSOLIDATED FINANCIAL STATEMENTS I
Page 123 and 124:
CONSOLIDATED BALANCE SHEET - TOTAL
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STATEMENT OF CHANGES IN SHAREHOLDER
Page 127 and 128:
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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