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72 INFORMATION ABOUT ANF Corporate governance Potential share ownership under the bonus share granting, share warrants and stock options Taking into account the bonus shares, the allocation of share warrants and the awarding of stock options, the maximum number of ANF shares that may be vested by the recipients is as follows: Maximum number of shares Maximum number of shares that may be vested in the that may be vested in the Recipient Members of the Executive Board: allocation of share warrants allocation of stock options Total Bruno Keller, Chairman 125,339 203,620 328,959 Xavier de Lacoste Lareymondie 68,937 96,885 165,822 Brigitte Perinetti 10,968 10,548 21,516 Ghislaine Seguin - 13,470 13,470 Richard Odent (1) 14,102 - 14,102 Employees 77,717 77,386 157,001 (1) Richard Odent resigned from his duties as member of the Executive Board with effect from January 31, 2008. 2.7 Transactions performed by executives involving Company stock during the last fi scal year (1) Pursuant to Article L. 621-18-2 of the Monetary and Financial Code and of Articles 223-22 et seq. of the AMF’s General Regulations: • Delphine Abellard (2) , Member of the Supervisory Board of ANF purchased: • shares at a unit price of €25.50 for a total amount of €4,233 on June 19, 2009, and • shares at a unit price of €25.79 for a total amount of €2,167 on July 1, 2009. Notice of these transactions was given to the Financial Markets Authority. (1) Including transactions performed by persons closely connected with the individual within the meaning of the AMF instruction of September 28, 2006. (2) Delphine Abellard resigned from her duties as member of ANF’s Supervisory Board with effect from May 6, 2010. ANF • 2009 ANNUAL REPORT � Contents OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS
3 Risk management, risk factors and insurance The following risks are those known by the Company as of the date of fi ling of this Registration Document that could have a signifi cant adverse effect on the Company, its operations, fi nancial position, earnings, and share price, and should be taken into account when making investment decisions. Investors should note that INFORMATION ABOUT ANF Risk management, risk factors and insurance the following list is not exhaustive and that risks may exist that are unknown as of the date of fi ling of this Registration Document which could have a signifi cant negative effect on the Company, its operations, fi nancial position, earnings and share price. 3.1 Risks related to the Company’s business Risks related to the Company’s sector Risks related to the economic environment and developments in the property market ANF’s property assets mainly consist of residential and commercial rental property located in Lyons and Marseilles, and hotel properties located throughout France (see Section 10 “B&B” of Part I of this Registration Document). As a result, any unfavourable changes in the French economic climate and/or the property markets in Lyons and Marseilles could have a negative impact on ANF’s rental income, earnings, asset values, investment strategy, fi nancial position and growth outlook. Changes in the economic environment and property market may also have a long-term effect on occupancy rates and on the ability of tenants to pay their rents and maintenance costs. Downward fl uctuations in the cost of construction index (ICC) and quarterly rent index (ILC) for retail leases or the rent reference index (IRL) for housing leases, on which most of the rents under ANF’s leases are indexed, could also affect rental income. It is diffi cult to predict cycles in the economy and property market, particularly in Marseilles and Lyons. However, ANF’s city centre locations give it the lion’s share of commercial leases in cities with strong potential and a diverse range of tenants, making ANF’s rental income especially resilient in the face of any fall in consumption. In addition, the portfolio of hotel properties acquired from the B&B Group provides it with a secure cashfl ow stream owing to long-term leases and fi xed but indexed rental payments. Lastly, as regards the project programme for 2008-2014, the development of a new project only begins when it is certain to go ahead (the tenant has been found and fi nance secured), which is especially appropriate in a diffi cult economic environment. � Risks related to the terms of sale of property assets The value of ANF’s property assets depends on a number of factors, notably supply and demand on the property market. After a number of very buoyant years, the French property market has slowed in line with the worsening of the fi nancial crisis, notably resulting in fewer transactions. Against this backdrop, ANF may not always be able to sell its property at a time or under market conditions that would allow it to generate the expected profi ts. These conditions may also encourage or force ANF to postpone some transactions. Should this situation continue, it could have a signifi cantly negative effect on the value of ANF’s portfolio and on its investment strategy, fi nancial position and growth outlook. Risks related to interest rates levels Contents Interest rate levels play a role in the state of the overall economy, with a particular bearing on GDP growth and infl ation. They also have an impact on the value of property assets, the borrowing capacity of market participants, and to a lesser extent, changes in the ICC, ILC and IRL indices. Interest rates affect the value of ANF’s assets, because this value depends on the property’s resale potential, which itself is a function of buyers’ borrowing capacity and the ease with which they can obtain credit. Therefore a rise in interest rates, especially one that is sizeable, could prove detrimental to the value of ANF’s asset portfolio. In addition, ANF may need to use debt to fi nance its growth strategy, although it may also draw on equity or carry out a capital increase. A rise in interest rates would consequently increase the cost of its ANF • 2009 ANNUAL REPORT 73 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
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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 and 72: down into €21,783,916.96 charged
Page 73: Accordingly, the new purchase price
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
Page 125 and 126:
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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