Download the 2009 annual report in PDF format - ANF

82
INFORMATION ABOUT ANF
ANF and its shareholders
Voting rights of the main shareholders
Each Company share carries one vote.
However, double voting rights are carried by all shares fully paid
up and registered in the same shareholder’s name for a period of
two (2) years. Where capital is increased by incorporating reserves,
profi ts or share issue premiums, double voting rights are awarded at
issue to registered bonus shares granted to a shareholder in respect
of existing shares carrying this right.
Any share which is converted to bearer form, or which is transferred
to another holder, loses the double voting right. However, the
transfer of ownership by inheritance, liquidation of joint ownership
between spouses, or inter vivos gift to a spouse or relative who is an
heir, does not cause vested rights to be lost and does not interrupt
the time period referred to in the previous paragraph.
At the Registration Document fi ling date, the shares owned by
Eurazeo (via Immobilière Bingen, which is 99.9%-owned by
Eurazeo), carry single voting rights.
ANF • 2009 ANNUAL REPORT
Company ownership
At the Registration Document fi ling date, ANF was majority-owned
and controlled by Eurazeo, which indirectly holds 59.24% of the
share capital and 59.46% of the Company’s voting rights.
Within the framework of its corporate governance, the Company
implemented specialised committees through the Supervisory
Board, including independent members (see Section 2.4
“Committees through the Supervisory Board” in Part II of the
Registration Document).
Agreements which could give rise to a
change of ownership
To the best of ANF’s knowledge, there were no agreements in place,
at the Registration Document fi ling date, which could, at a later
date, give rise to a change of ownership.
4.3 Dividends paid over the past three fi scal years
The Company’s policy on dividend distribution
ANF intends to continue distributing dividends on a regular basis, in line with its SIIC status.
Dividends paid over the past three fi scal years
Date of AGM
at which payout
Amount Amount per share
Fiscal year
was approved
(€)
(€)
Fiscal year ended December 31, 2007 May 14, 2008 30,802,821.40 1.30
Fiscal year ended December 31, 2009 December 14, 2009 32,443,677.50 1.30
Fiscal year ended December 31, 2009 (1) December 14, 2019 37,281,309.78 1.43
(1) A proposal will be made at the AGM scheduled to take place on May 6, 2010 to pay a dividend of €1.43 per share.
4.4 Transactions related to the Company’s shares
The Ordinary and Extraordinary Shareholders’ Meeting of May 28,
2009 (10th resolution) authorised the Executive Board to implement
a share buyback programme (“Buyback programme”), pursuant to
the provisions of Article L. 225-209 of the French Commercial Code,
Part IV of Book II of the General Regulations of the Financial Markets
Authority and Regulation 2273/2003 of the European Commission
of December 22, 2003.
In fi scal year 2009, this share buyback programme was implemented
by ANF’s Executive Board, which carried out purchases, the terms
of which are described below.
�
Contents
Description of the 2009 buyback programme
The buyback programme was adopted for a period of eighteen
months from the date of the meeting, i.e. until November 28, 2010.
Pursuant to this authorisation, the maximum purchase price is set
at €90.
The Executive Board is authorised to purchase a number of shares
representing a maximum of 10% of ANF’s capital on the closing
date of such purchases, with the understanding that the maximum
number of shares held after such purchases cannot exceed 10%
of the capital.
OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS