Download the 2009 annual report in PDF format - ANF

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INFORMATION ABOUT ANF
Reports and information for the Shareholders’ Meeting
In accordance with Article 243 bis of the French General Tax Code, the Shareholders hereby note that the dividends per share for the previous
three fi scal years were as follows:
In euros Year ended
12/31/2006
ANF • 2009 ANNUAL REPORT
Year ended
12/31/2007
Year ended
12/31/2008
Dividend 1.20 1.30 1.30
Rebate provided for by Article 158.3.2°
by the French General Tax Code (1)
Distribution fully
eligible for 40% rebate
Distribution fully
eligible for 40% rebate
Distribution eligible
up to 0.43 euro per
share, for 40% rebate
Total income per share 1.20 1.30 1.30
(1) As permitted by applicable law.
3rd resolution: Option to pay dividends in shares.
The Shareholders’ Meeting, voting in accordance with quorum
and majority rules for Ordinary Shareholders’ Meetings resolves, in
accordance with Article 24 of the Bylaws and Articles L. 232-18 to
L. 232-20 of the French Commercial Code, to grant all shareholders
the possibility to opt for the payment of all dividends in cash or in
shares, this option to be made for the totality of the dividends to
which they are entitled.
This option should be exercised through fi nancial intermediaries
authorized to pay the dividend from May 13, 2010 through May 26,
2010. Dividends will be paid only in cash for all options not exercised
on this date.
The issue price of new shares that will be issued as payment for
dividends will be equal to 100% of the average opening share price
for the twenty trading sessions preceding the day of the decision to
pay out dividends, less the net amount of the dividend. The issue
price will be rounded up to the nearest euro cent.
Shares issued in payment of dividends will rank for dividends as of
January 1, 2010.
If the amount of dividends for which the option is exercised does not
correspond to a whole number of shares on the day that the option
is exercised, the number of shares given to the shareholder will be
rounded down to the nearest whole number, and the shareholder
will be given the balance in cash.
The Shareholders’ Meeting grants full powers to the Executive
Board to implement this decision, carry out all transactions related
to or resulting from the exercise of the option, record the capital
increase and accordingly amend Article 6 of the Bylaws related to
share capital.
4th resolution: 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.
The Shareholders’ Meeting, voting in accordance with quorum and
majority rules for Ordinary Shareholders’ Meetings, having reviewed
the Executive Board’s Reports, the Supervisory Board’s observations,
the Statutory Auditors’ Reports as well as the consolidated fi nancial
statements for the year ended December 31, 2009, approves the
consolidated fi nancial statements for the year ended December 31,
2009 as presented to the Shareholders’ Meeting, as well as the
transactions refl ected therein and summarized in these Reports.
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Contents
5th resolution: 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.
The Shareholders’ Meeting, voting in accordance with quorum
and majority rules for Ordinary Shareholders’ Meetings, having
reviewed Statutory Auditors’ Special Report on regulated
agreements and commitments referred to in Article L. 225-86 of the
French Commercial Code, approves this Report and the agreements
and commitments cited therein, and notes that the other regulated
agreements and commitments entered into or performed during
2009 concerned transactions that occurred in the normal course of
business and were entered into on an arm’s length basis.
6th resolution: Appointment of Mr Fabrice de Gaudemar as a
member of the Supervisory Board.
The Shareholders’ Meeting, voting in accordance with quorum and
majority rules for Ordinary Shareholders’ Meetings, having reviewed
the Executive Board’s Report, appoints Mr Fabrice de Gaudemar as
a member of the Company’s Supervisory Board for a period of six
years, i.e., until the end of the Shareholders’ Meeting convened to
approve the fi nancial statements for the fi scal year ended in 2015.
7th resolution: Authorization of a share buyback program by the
Company for its own shares.
The Shareholders’ Meeting, voting in accordance with quorum and
majority rules for Ordinary Shareholders’ Meetings, having reviewed
the Executive Board’s Report and pursuant to Article L. 225-209 of
the French Commercial Code, Book II Title IV of the AMF General
Regulations and European Commission Regulation 2273/2003 of
December 22, 2003,
• terminates, with immediate effect, the unused portion of the
authorization granted to the Executive Board to purchase shares
of the Company pursuant to the 10th resolution of the Combined
Shareholders’ Meeting held on May 28, 2009;
• authorizes the Executive Board to carry out transactions on
Company shares up to an amount representing 10% of share
capital on the date of such purchases, as calculated in accordance
with applicable laws and regulations, provided, however, that the
total number of the Company’s owns shares held by it following
such purchases does not exceed 10% of share capital.
OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS