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INFORMATION ABOUT ANF
Reports and information for the Shareholders’ Meeting
The table below summarises the different delegations and authorisations to be submitted for approval by the Ordinary and Extraordinary
Shareholders’ Meeting to be held on May 6, 2010:
Date of
meeting
ANF • 2009 ANNUAL REPORT
Purpose Resolution Duration
05/06/ 2010 Delegation of authority to the Executive Board to increase share capital by capitaliz ing
reserves, profi ts or issue , merger or contribution premiums.
05/06/2010 Delegation of authority to the Executive Board to issue shares and/or securities
convertible, redeemable, exchangeable or otherwise exercisable, immediately
or in the future, for shares, with preferential subscription rights.
05/06/2010 Delegation of authority to the Executive Board to issue shares and/or securities
convertible, redeemable, exchangeable or otherwise exercisable, immediately
or in the future, for shares, without preferential subscription rights, by a public offering,
or in connection with a takeover bid comprising a share exchange offer
05/06/2010 Delegation of authority to the Executive Board to issue shares and/or securities
convertible, redeemable, exchangeable or otherwise exercisable, immediately
or in the future, for shares, without preferential subscription rights in connection
with an offering referred to in Section II of Article L. 411-2 of the French Monetary
and Financial Code.
05/06/2010 Authorization to the Executive Board, to set the issue price in the event of the issue
of shares or securities convertible, redeemable, exchangeable or otherwise
exercisable, immediately or in the future, for shares without preferential subscription
rights, representing up to 10% of share capital.
05/06/2010 Authoriz ation to increase the number of shares, securities or other instruments to be
issued in the event of a capital increase with or without preferential subscription rights
for shareholders .
05/06/2010 Delegation of powers to the Executive Board to issue shares and/or securities
convertible, redeemable, exchangeable or otherwise exercisable, immediately or in the
future, for shares, in consideration for contributions in kind granted to the Company.
05/06/2010 Delegation of authority to the Executive Board to increase capital by issuing shares
and/or securities convertible, redeemable, exchangeable or otherwise exercisable,
immediately or in the future, for shares reserved for members of a company
savings plan.
10 26 months
11 26 months
12 26 months
13 26 months
14 26 months
15 26 months
16 26 months
18 26 months
Since the issue of Order No. 2004-604 of June 24, 2004, the Executive Board has been authorised to issue simple bonds without authorisation
from the Shareholders’ Meeting.
6.3 Agenda and Resolutions of the Shareholders’ Meeting
ANF: Ordinary and Extraordinary
Shareholders’ Meeting of May 6, 2010
Resolutions before the Ordinary Shareholders’
Meeting
1. Executive Board’s Report, Supervisory Board’s observations and
Statutory Auditors’ Reports; approval of the Company fi nancial
statements for the year ended December 31, 2009.
2. Appropriation of net income for the year and dividend distribution.
3. Option to pay dividends in shares.
4. Executive Board’s Report, Supervisory Board’s observations
and Statutory Auditors’ Reports; approval of the consolidated
fi nancial statements for the year ended December 31, 2009.
5. Statutory Auditors’ Special Report on regulated agreements
and commitments referred to in Article L. 225-86 of the French
Commercial Code and approval of such agreements and
commitments.
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Contents
6. Appointment of Mr. Fabrice de Gaudemar as a member of the
Supervisory Board.
7. Authorization of a share buyback program by the Company for
its own shares.
Resolutions before the Extraordinary Shareholders’
Meeting
8. Modifi cation of the Company name – Amendment of the Bylaws
accordingly.
9. Authorization to the Executive Board to decrease share capital
by cancelling shares purchased under share buyback programs.
10. Delegation of authority to the Executive Board to increase share
capital by capitalizing reserves, profi ts or issue, merger and
contribution premiums.
11. Delegation of authority to the Executive Board to issue shares
and/or securities convertible, redeemable, exchangeable or
OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS