Download the 2009 annual report in PDF format - ANF

The maximum purchase price per share will be €70 (excluding
acquisition costs). As such, the maximum amount for purchases
will not exceed €182,495,880. It should be noted, however, that
in the event of changes in share capital resulting, in particular,
from the capitalization of reserves, granting of bonus shares, stock
splits or reverse splits, the above-mentioned price will be revised
accordingly.
Shares may be bought, sold or transferred by any means, in one
or more transactions, including over the counter, through block
trades, public offerings, the use of derivatives or of warrants or other
securities convertible, redeemable, exchangeable or otherwise
exercisable for Company shares, or by creating option mechanisms,
as permitted by the fi nancial market authorities and in accordance
with regulations.
The Company will be entitled to make use of this authorization for
the following purposes, in compliance with the above-mentioned
statutes and fi nancial market practices authorized by the AMF:
• canceling shares, in accordance with the authorization granted to
the Executive Board at the Extraordinary Shareholders’ Meeting;
• market-making in the Company’s shares as part of a liquidity
contract with an independent investment service provider, in
accordance with the French Financial Markets Authority’s Code
of ethics;
• allocating shares to employees and executives of the Company
and/or of companies either related to ANF or which will be related
to it in the future, as allowed by law, notably with respect to
exercising stock options, granting bonus shares or profi t sharing;
• remit or exchange shares when the rights attached to debt
instruments that entitle holders to receive ANF shares are
exercised;
• retaining or using shares in exchange or as payment for potential
future acquisitions;
• undertaking any other transaction approved of or recognized
by the law and/or the Financial Markets Authority and any goals
consistent with prevailing regulations.
In accordance with Article L. 225-209 of the French Commercial
Code, the number of shares purchased by the Company with a view
to using treasury shares in the future as payment or consideration in
connection with an acquisition will not exceed 5% of the Company’s
share capital.
This authorization is granted for a period of 18 months from the date
of this Shareholders’ Meeting.
Company shares may be bought, sold or transferred at any time,
subject to applicable laws and regulations, including during periods
of takeover bids for cash or shares launched by the Company or
targeting the Company’s shares.
As required by applicable regulations, the Company will report
purchases, disposals and transfers to the AMF and, in general,
complete all formalities or fi ling requirements.
The Shareholders’ Meeting grants full powers to the Executive
Board, which may delegate such power as provided by Article
INFORMATION ABOUT ANF
Reports and information for the Shareholders’ Meeting
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Contents
L. 225-209 paragraph 3 of the French Commercial Code, to
implement this authorization and to set the terms and conditions
thereof, in particular, to adjust the above purchase price in the event
of changes in shareholders’ equity, share capital or the par value
of shares, to place any orders on the stock exchange, enter into
agreements, complete all fi ling requirements and formalities and, in
general, do all that is necessary.
Resolutions before the Extraordinary Shareholders’
Meeting
8th resolution: Modifi cation of the Company name – Amendment
of the Bylaws accordingly.
The Shareholders’ Meeting, voting in accordance with quorum and
majority rules for Extraordinary Shareholders’ Meetings, having
reviewed the Executive Board’s Report, resolves that, as of this day,
the name of the Company be changed to “ANF Immobilier” and this
modifi cation therefore amends Article 2 of the Bylaws, which now
has the following title:
“Article 2: Company Name
The Company name is ANF Immobilier.”
9th resolution: Authorization to the Executive Board to decrease
share capital by cancelling shares purchased under share buyback
programs.
The Shareholders’ Meeting, voting in accordance with quorum and
majority rules for Extraordinary Shareholders’ Meetings, having
reviewed the Executive Board’s Report and the Statutory Auditors’
Special Report, pursuant to Article L. 225-209 of the French
Commercial Code:
1. authorizes the Executive Board to decrease, in one or more
transactions, the Company’s share capital by up to 10% of
share capital per 24-month period, by cancelling shares bought
pursuant to the 7th resolution of this Shareholders’ Meeting, and/
or the 10th resolution of the Combined Shareholders’ Meeting
held on May 28, 2009, and this maximum applies to an amount
of share capital that may be adjusted, if necessary, to take into
account transactions impacting share capital subsequent to this
Shareholders’ Meeting;
2. resolves that any excess of the purchase price of the shares over
the par value will be charged to share, merger, or contribution
premium or to other available reserve accounts, including the
legal reserve for up to 10% of the decrease in share capital;
3. resolves that this authorization is granted for a period of
24 months from the date of this Shareholders’ Meeting.
4. grants full powers to the Executive Board, which may delegate
such powers to its Chairman and/or to one of its members, with
the Chairman’s consent, to carry out and record these capital
decreases, make the necessary amendments to the Bylaws
if this authorization is used, as well as to handle all related
disclosures, announcements and formalities;
5. resolves that this authorization will supersede the unused portion
of any previous authorization with the same purpose.
ANF • 2009 ANNUAL REPORT
91
OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS