Download the 2009 annual report in PDF format - ANF

96
INFORMATION ABOUT ANF
Reports and information for the Shareholders’ Meeting
• freely distribute all or part of the unsubscribed securities among
persons it may choose;
8. resolves that the Executive Board will have full powers and
may delegate such powers to its Chairman and/or to one of
its members, with the Chairman’s consent, as permitted by law
and the Bylaws, to implement this delegation of authority and, in
particular:
• determine the terms and conditions of capital increases and/or
issues,
• decide the number of shares and/or securities to be issued, their
issue price and the amount of any premium that may be payable
at the time of the issue,
• determine the dates and the conditions of issue, the nature and
form of the securities to be issued that may be subordinated or
unsubordinated securities and may or not have a specifi c maturity
date, and in particular, for issues of debt securities, their interest
rate, their maturity, their fi xed or variable redemption price, with or
without a premium, and the redemption methods,
• decide how ordinary shares and/or securities are to be paid for,
• decide, if applicable, how the rights to existing or future securities
are to be exercised, including determining the date, which may
be retroactive, from which the new shares will rank for dividends,
as well as all terms and conditions for the issue(s),
• set the conditions under which the Company may, where
applicable, purchase or trade securities issued or to be issued
on the stock exchange, at any time or during specifi c periods,
• provide for the suspension for up to three months, if necessary, of
the exercise of rights to securities,
• establish, as required, the conditions for preserving the rights of
holders of securities with future rights to shares of the Company,
in accordance with applicable laws and regulations, and, where
applicable, relevant contractual provisions,
• offset, at its sole discretion, the costs, fees and expenses of
capital increases against the amount of the premium related
thereto, and where applicable, deduct from this amount the
amounts required to bring the legal reserve to one-tenth of the
new share capital after each capital increase,
• generally, enter into all agreements, to ensure the completion
of the planned transaction(s), take all steps and complete all
formalities required for the servicing of the securities issued
under this delegation of authority and for the exercise of the rights
attached to such securities, formally record the resulting capital
increases, amend the Bylaws accordingly and generally do all
that is necessary;
14th resolution: 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.
ANF • 2009 ANNUAL REPORT
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Contents
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. 225-136-1° of the French
Commercial Code:
1. exempts the Executive Board, for a period of 26 months from
the date of this Shareholders’ Meeting, for each of the issues
approved under the delegations of authority granted by the 12th
and 13rd resolutions above and for up to 10% of the Company’s
share capital (as of the date of the transaction) per 12-month
period, from the provisions of the above-mentioned resolutions
concerning the setting of the issue price and authorizes the
Executive Board to set the issue price of ordinary shares and/or
securities issued that are convertible, redeemable, exchangeable
or otherwise exercisable, immediately or in the future, for shares,
as follows:
a) the issue price of ordinary shares will be no less than the closing
price of the Company’s shares on the Euronext Paris market on
the last trading day before it is set, less a possible discount of up
to 20%,
b) the issue price of securities convertible, redeemable,
exchangeable or otherwise exercisable for shares, immediately
or in the future, will be such that the amount immediately
received by the Company, plus any future amounts likely to be
received by the Company for each ordinary share issued as a
result of the issue of those securities, will be no less than the
amount in (a) above,
2. resolves that aggregate increase in the par value amount of
the Company’s share capital resulting from issues under this
delegation of authority will be deducted from the €25 million
ceiling on capital increases set in the 17th resolution of this
Shareholders’ Meeting.
The Executive Board may, within the limits that it may have
previously set, delegate the authority granted by this resolution to
its Chairman and/or to one of its members, with the Chairman’s
consent, as permitted by law and the Bylaws.
This delegation of authority supersedes, as of this day, the
authorization granted by the 16th resolution of the Combined
Shareholders’ Meeting held on May 28, 2009.
15th resolution: Increase in 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.
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. 225-135-1 of the French
Commercial Code:
1. authorizes the Executive Board, for a period of 26 months from
the date of this Shareholders’ Meeting, to increase the number
of shares, securities or other instruments to be issued in the
event of an increase in the Company’s share capital with or
without preferential subscription rights, within the deadlines and
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