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84 INFORMATION ABOUT ANF ANF and its shareholders Description of the 2010 buyback programme which shall be submitted to the Ordinary and Extraordinary General Meeting of May 6, 2010 pursuant to Articles 241-2 and 241-3 of the General Regulations of the Financial Markets Authority The Ordinary and Extraordinary General Meeting of May 6, 2010 has been called, as per the 7th resolution, for the purpose of adopting a share buyback programme pursuant to the provisions of Article L. 225-209 of the French Commercial Code. The various objectives of this share buyback programme, as stated in the 7th resolution, which shall be submitted to the Company’s Ordinary and Extraordinary General Meeting of May 6, 2010, are those of the previous share buyback described above. ANF • 2009 ANNUAL REPORT The buyback authorisation to be granted to the Executive Board, within the framework of the buyback programme, is for a maximum of 10% of the capital on the date such purchases take place. Based on the capital of €26,070,846 as of May 6, 2010, date of the Ordinary and Extraordinary General Meeting, the maximum number of shares would be 2,607,084. The maximum buyback price under the share purchase programme is €70 per share. The share buyback programme is planned for a term of 18 months from the date of the Ordinary and Extraordinary General Meeting of May 6, 2010, which is called upon to adopt it, until November 6, 2011. The share buybacks carried out by the Company within the framework of the previous share buyback programme are summarised in the following table. TABLE: SUMMARY DECLARATION OF TRANSACTIONS CARRIED OUT BY THE COMPANY ON ITS OWN SHARES FROM JANUARY 1, 2009 TO MARCH 31, 2010 AS PART OF THE SHARE BUYBACK PROGRAMME Cumulative gross transactions Transactions pending at purchase Pending as of March 31, 2010 Transactions pending at sale Options Forward Forward Purchases Sales purchased purchases Options sold sales Number of shares 152,574 170,797 - - - - Average maximum maturity - - - - - - Average cost of the transaction (€) 30.01 25.81 - - - - Average exercise price (€) - - - - - - Amounts (€) 4,579,425 4,407,504 - - - - 4.5 Elements likely to have an impact in the case of a takeover bid Please see Section 5.3”Financing contracts” in Part VI of the Registration Document on the loan agreements containing an acceleration covenant in the event of a change of ownership. � Contents OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS
5. Sustainable development 5.1 Human resources information Human resources of the Group As of December 31, 2009, staff numbered 53 persons, unchanged from the end of December 2008, broken down into 27 executives and 26 employees and supervisors; there were 56 staff at the end of December 2007. Shareholding and stock options See Section 2.6 “Interests of executives and employees in the share capital” of Part II of the Registration Document. 5.2 Environmental information Regulations applying to ownership of the Company’s property assets In the event that one of the sites owned by ANF is classifi ed, by administrative decision, as being in a zone covered by a plan to prevent technological risks or foreseeable natural hazards or is in an earthquake zone, the Company would be required, under the terms of Article L. 125-5 of the Environment Code and Articles R. 125-23 to R. 125-27 of the Environment Code, to inform the tenants. Some facilities may also be subject to regulations governing classifi ed facilities for the protection of the environment. A classifi ed facility (Law 76-663 of July 19, 1976, consolidated in Articles L. 511-1 et seq. of the Environment Code) is one which may be dangerous or disadvantageous to the community, public health and safety, or to the environment. The operator of a classifi ed facility is required to inform the prefect beforehand of any signifi cant planned change to Human resources policy INFORMATION ABOUT ANF � Sustainable development Contents A profi t-sharing agreement was signed on June 25, 2008 for fi scal years 2008, 2009 and 2010. The purpose of the agreement is that all staff should benefi t from the earnings generated by the Company. The means of calculating this profi t-sharing incentive is based on quantitative and qualitative criteria relating to the Company’s business. Furthermore, all the Company’s staff, thanks to a contribution paid in full by the employer, have a supplementary retirement plan, which is outsourced with an insurer. the facility (Article R. 512-33 of the Environment Code) and must provide a report on operations at least every ten years, the contents of which are stipulated in a ministerial order dated July 29, 2004. When a classifi ed facility is permanently shut down, the operator must inform the prefect at least three months before closure (Article R. 512-74 of the Environment Code) and must restore the site in such a way that it does not present any of the dangers or disadvantages referred to in Article L. 511-1 of the Environment Code, taking into account the future use of the site (Article R. 512-17 of the Environment Code). ANF must comply with regulations relating to water use and waste water, especially the requirement to treat waste water in accordance with the provisions of the Public Health Code and the Local Authorities Code, and to the qualitative and quantitative management of rainwater. ANF • 2009 ANNUAL REPORT 85 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
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DESCRIPTION OF THE BUSINESS (€ th
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A new ANF tenant in the cities of L
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13. Key Figures SIMPLIFIED INCOME S
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1. INCOME FROM OPERATIONS 28 1.1 Fa
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The ILC index applies to leases sig
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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 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: Pursuant to the regulations in effe
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
Page 127 and 128: Detailled contents HIGHLIGHTS OF TH
Page 129 and 130: using the fair value convention. In
Page 131 and 132: As of December 31, 2009, fi ve buil
Page 133 and 134: A review of the rental base for fi
Page 135 and 136: 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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