the 2011 Registration document in PDF format

Transcription

2011
REGISTRATION DOCUMENT
including the Annual Financial Report
CHAPTER I
PRESENTATION OF THE BUSINESS
CHAPTER II
CORPORATE GOVERNANCE
35
CHAPTER III
RISK MANAGEMENT, RISK FACTORS,
AND INSURANCE
83
CHAPTER IV
INCOME FROM OPERATIONS
93
CHAPTER V
CONSOLIDATED FINANCIAL STATEMENTS
107
CHAPTER VI
COMPANY FINANCIAL STATEMENTS
139
CHAPTER VII
ANF IMMOBILIER AND ITS SHAREHOLDERS
165
CHAPTER VIII
REPORTS AND INFORMATION FOR
THE SHAREHOLDERS’ MEETING
179
ADDITIONAL INFORMATION
223
CHAPTER IX
3
I
4
Contents
II
III
2011 Registration Document
including the Annual Financial Report
IV
V
VI
This Registration Document was filed with the Financial Markets Authority
(AMF) on April 11, 2012, pursuant to Article 212-13 of the AMF’s General
Regulations. It may be used for the purposes of a financial transaction if
accompanied by a prospectus approved by the Financial Markets Authority.
This document has been prepared by the issuer and its signatories are
responsible for its content.
VII
VIII
This Registration Document constitutes the annual financial report for the fiscal year ended
December 31, 2011, as specified by Article L. 451-1-2 of the French Monetary and Financial Code
and Article 222-3 of the Financial Markets Authority’s General Regulations.
Copies of the Registration Document can be obtained free of charge from ANF Immobilier
at 32, rue de Monceau, 75008 Paris, France, from the Financial Markets Authority website
(www.amf-france.org) and from the ANF Immobilier website (www.anf-immobilier.com).
IX
ANF IMMOBILIER • 2011 REGISTRATION DOCUMENT
1
I
4
Contents
II
III
IV
V
VI
VII
VIII
IX
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I
4
Contents
PRESENTATION
OF THE BUSINESS
PROFILE
MESSAGE FROM THE CHAIRMAN
OF THE SUPERVISORY BOARD
4
4.
II
NEW LOCATIONS
Lyon confluence – MilkyWay project
13
Bordeaux
13
5.
4
LYON
15
The Lyon properties
16
6.
MARSEILLE
18
6
The Marseille properties
20
First investment outside the Company’s historical
asset base in Lyon
6
7.
New location in Bordeaux
6
Printemps de Lyon lease renewal
6
Successful sales of apartments by lot
6
INTERVIEW WITH THE CHAIRMAN
OF THE EXECUTIVE BOARD
1.
HIGHLIGHTS OF 2011
7
New retail businesses in Marseille
7
Market liquidity and financial communication
7
Marseille 2013 European capital of culture
7
Sustainable development mobilization of employees
8
Growth of NAV and recurring cash flow
8
STRATEGY
8
Fall in the historical residential vacancy rate
in Marseille
9
Renewals
9
Development projects
10
Asset acquisitions
10
Financial capacity
10
PROPERTY APPRAISAL
DEVELOPMENT PROJECTS
Completed projects
21
V
22
8.
B&B
22
9.
SUSTAINABLE DEVELOPMENT
24
ANF Immobilier’s commitment to sustainable
development
24
New projects
25
Partnerships
25
Employees’ seminar
26
Human Resources
28
Projects for 2012
28
VI
9
Asset disposal
3.
IV
5
New financing contracts
2.
III
12
11
Gross yield or capitalization rates
12
Appraisal method
12
10. KEY FIGURES
29
11. BACKGROUND
30
Significant events in the development
of the Company’s business
12. SHAREHOLDER INFORMATION
VII
30
VIII
33
Share price
33
Shareholders
34
IX
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I
Profile
4
Contents
Profile
ANF Immobilier is owner and manager of a portfolio of French property
worth €1.7 billion. It is a real estate company specializing in large
regional urban areas and has a major presence in Lyon and Marseille
city centers where it owns the majority of the properties in each
city’s Rue de la République. Since 2011 it is also building a strong
presence in Bordeaux. ANF Immobilier also owns a portfolio of hotel
premises that are leased to the hotel operator B&B, France’s third
largest chain of economy hotels.
The portfolio includes:
• 88,000 sqm in the city center of Lyon: 43 mixed-use Haussmannera buildings (61% retail, 16% residential, and 23% offices)*, plus
4,200 sqm being developed (MilkyWay project);
• 184,500 sqm in the city center of Marseille: 148 mixed-use
Haussmann-era buildings (37% commercial premises, 30%
residential, 24% offices, and 9% other)*, plus in excess of
50,000 sqm of projects;
• 13,000 sqm of offices in Bordeaux city center currently being
developed.
The diversity of ANF Immobilier’s majority retail tenants and its prime
central locations in cities with strong growth potential make the rental
income from these assets particularly resistant to falls in consumer
spending and to economic difficulties.
• The 168 hotels, located throughout France are leased with 12-year
fixed-term leases expiring in 2019 under fixed and indexed rents,
providing a steady and secure source of rental income.
II
Since 2005, ANF Immobilier has been making significant improvements
to its historical assets in the city centers of Lyon and Marseille. Major
restructuring of the existing buildings alongside the development of
new buildings on the Company’s land reserves has already generated
an increase in the Group’s rental income of close to 87% on a like-forlike basis. The improvement of the rental income has translated into
an improvement in the margin. The EBIDTA margin grew from 44% in
2005 to 81.5% in 2011 while the Group’s financial structure remained
highly defensive with a debt ratio of just 29% at December 31, 2011.
III
Since 2011, the Company has continued its development in a new
regional city, Bordeaux, and intends to pursue its expansion here
and, where relevant, in other cities with the same dynamic and valuecreation potential.
With a sound and resilient profile, ANF Immobilier is continuing its
growth strategy based on generating new rental income and improving
the return on its assets. Its aim is to raise its rental income to over
€120 million on a like-for-like basis by 2016, while keeping its debt ratio
below 35%. ANF Immobilier will also continue to selectively dispose of
mature assets to invest in new projects with high value-enhancement
potential.
Listed on Euronext Paris (compartment B, ISIN FR0000063091),
ANF Immobilier opted for the SIIC (listed real estate investment
companies – SIIC) tax status in 2006. Eurazeo, which owned 52%
of the Company’s capital at the date of drafting of the Registration
Document, is the principal shareholder and it ensures the stability of
the Company’s shareholder structure
IV
V
ANF Immobilier is included on the EPRA index since March 2012. The
EPRA index represents the largest European real estate companies
and is the benchmark index for the real estate sector.
VI
Message from the Chairman
of the Supervisory Board
Chairman of the Supervisory Board
Alain Lemaire
this constructive dialog with the Executive Board in its work since
2005 to ensure the development of ANF Immobilier.
I would like to take this opportunity to thank Patrick Sayer for his
work as Chairman of the Supervisory Board for the last financial year.
I am also delighted to see Sabine Roux de Bézieux join the Supervisory
Board as an independent member. She replaces Bruno Bonnell who
did not wish to have his term of office renewed. I would also like to
take this opportunity to thank him for his advice to the Company in the
past few years, based especially on his extensive knowledge of Lyon.
I have been a member of the Supervisory Board of the Company
since May 2008 and have had ample opportunity to witness the
climate of transparency and professionalism in which the Supervisory
and Executive Boards work. For my part I will endeavor to continue
After the arrival of Isabelle Xoual, the proposed appointment of
Sabine Roux de Bézieux reflects the Company’s goal of achieving
balanced representation of women and men on the Supervisory
Boards by 2014.
I am honored to take over as Chairman of the Supervisory Board of
this company as an independent Director.
*
VII
VIII
As a percentage of 2011 rental income.
IX
4
I
Interview with the Chairman of the Executive Board
4
The Company is entering a new phase of its history with its
first investments outside its historical asset base and in a third
city, Bordeaux. Planned investments in Bordeaux to date total
€27.4 million. While this figure may appear modest, it is in line with
the prudent strategy implemented by the Company for many years.
This first transaction consists of a fully pre-leased office building. Our
aim is to capitalize on this experience to build a substantial investor
presence in Bordeaux to become a key real estate investment player
in this city, matching our position in both Lyon and Marseille.
This new page in our story also concerns the performance of our
listed security, which should become increasingly attractive with
our inclusion in the EPRA index, now regarded as the benchmark
index for major real estate companies in Europe and an investment
criterion for many investment funds. The security’s liquidity and
ANF Immobilier’s reputation should improve significantly as a result.
Contents
II
In the light of the Company’s excellent results in 2011, a 21% increase
in rents, and 33% increase in cash flow, the Supervisory Board
decided that the shareholders should share in part of the extraordinary
income recorded this year, following the lease renegotiation with Le
Printemps department store, one of the largest lessees in Lyon. The
dividend will be €1.69 per share, up 10% on the previous year, and
a yield of more than 6% relative to the share price.
I know that much work has already been done, but I take great
pleasure in the Company’s ambitious targets, aiming to increase
rental income to in excess of €120 million in the next four years. For
the Company’s management, this is an ambitious but realistic goal,
and the Supervisory Board will continue to provide the Board with
all the support it needs to implement this strategy.
III
IV
Interview with the Chairman
of the Executive Board
Chairman of the Executive Board
Bruno Keller
The first rents to be generated from this initial acquisition in Bordeaux,
for an investment of some €27.4 million, will come on stream at
end-2012, demonstrating our intention to pursue the expansion of
ANF Immobilier.
V
How was business in 2011?
ANF Immobilier’s performance in 2011 demonstrates the Company’s
financial soundness and the relevance of its strategy: rents increased
21%, cash flow was up 33% and net asset value rose 5%.
These results were achieved while maintaining our debt level below
29% of the value of assets, making ANF Immobilier one of the least
indebted French real estate companies.
This good performance, related to this financial strength, allows us
to raise the dividend paid to our shareholders by 10%, a return of
more than 6% compared with the share price.
Why is the Company undertaking new
investments in Lyon and Bordeaux?
Dating back to the origins of the Company in 2005, ANF Immobilier
has pursued an active strategy of investment in its historical citycenter asset base. It has also started a number of development
projects in existing land reserves.
Therefore, it follows that ANF Immobilier should commit new
investments in one of the two large French urban areas in which the
Company has recognized expertise.
But, alongside Lyon and Marseille, other regional cities with highquality infrastructure may offer interesting investment opportunities.
Our acquisition in Bordeaux should be seen in this context, a city
which will have a TGV connection to Paris in under two hours in
2016-2017.
How do you explain the discount
in ANF Immobilier’s share price?
The discount in ANF Immobilier’s share price is substantial at
almost 30%. However, as we have seen, the Company’s results
are satisfactory and, over a long period, cash flow has increased
seven-fold. Last year the share’s liquidity doubled and, following the
distribution by Eurazeo to its shareholders of ANF Immobilier’s shares,
the Company’s float was increased.
VI
All of the above should help to significantly reduce the discount,
especially since ANF Immobilier is now included on the EPRA index,
which further helps the share’s liquidity.
What are the major challenges for 2012?
VII
The outlook for 2012 includes an increase of 6% in rental income
on a like-for-like basis.
This growth will be achieved from the continued reduction in the
vacancy rate in Marseille, the potential for rent renegotiations and the
delivery of the first phase of the development in Bordeaux.
In addition, ANF Immobilier intends to pursue its asset rotation
program to optimize redeployment of resources in those assets that
will generate a higher yield.
VIII
Accordingly, an asset-disposal program, worth in excess of
€30 million, is under way for 2012.
In the medium term, recurring rents should stand at more than
€120 million by 2016.
IX
5
I
Highlights of 2011
4
Contents
1. Highlights of 2011
II
First investment outside the Company’s historical
asset base in Lyon
III
A real estate company specializing in high-potential large regional
cities, ANF Immobilier had concentrated its strategy in its historical
sites on the Rue de République in Lyon and Marseille. From 2011, the
Company also invested outside this historical asset base and, backed
by its knowledge of the Lyon market, opted first for investments in
that city.
and main motorways, the future office building will deliver a total net
rental area of 4,366 sqm and 120 parking spaces. Selected by the
SEM Lyon Confluence as its first pilot eco-urban renewal project,
Milkyway aims to become the benchmark for energy efficiency with
PEQA-BBC accreditation (High energy efficiency and associated
quality, low energy consumption building – PEQA – BBC).
Located in Cours Suchet in the new Confluence district in Lyon
(second district), in the immediate vicinity of Perrache TGV rail station
IV
New location in Bordeaux
The city of Bordeaux is the perfect match for ANF Immobilier to
develop its expertise. It is a major regional urban center, with new
infrastructure and means of communication. Bordeaux has a dynamic
economy and demographic fabric. Current developments in the city
constitute a strong lever for potential value creation in Bordeaux.
ANF Immobilier acquired SNC les Bassins à Flots from Eiffage
Immobilier Atlantique with a view to building the Le Nautilus office
development spanning an area of approximately 13,000 sqm. This
real estate development will be built in the Bassins à Flots district in
Bordeaux, at the foot of the new Bacalan-Bastide Bridge on land
managed by the Grand Port Maritime de Bordeaux and with views
over the Garonne river. The first 7,000 sqm tranche is due for delivery
in Q3 2012 with the first rental stream therefore in 2012.
Printemps de Lyon lease renewal
The Printemps department store occupies 10,000 sqm in place de la
République in Lyon and paid an annual rent of €400,000. As the lease
expired in June 2006, ANF Immobilier entered negotiations for the
renewal of the lease and commenced legal proceedings to protect
its interests. Having failed to reach an agreement with Le Printemps,
V
VI
a court order of May 31, 2011 set the renewed lease at €2.4 million,
after indexation and is effective retroactively. As a result, Le Printemps
paid ANF Immobilier arrears plus interest totaling €9.0 million for the
period from June 2006 to 2010.
VII
Successful sales of apartments by lot
As part of its plan to sell 45,000 sqm of residential units,
ANF Immobilier started a program of retail apartment sales in Lyon
and Marseille in 2011. The goal of these retail sales is to meet
demand from individuals for the purchase of residential property and
to realize value from mature buildings.
The Pavillon-Vacon scheme in Marseille comprises 3,700 sqm,
extending from the Vieux-Port in the vicinity of the Place Charlesde-Gaulle. With its prime location in the city center and refurbishment
to a very high standard, sale prices went as high as €4,600 per sqm,
with the average price at €4,088 per sqm
In Lyon, the Archers program comprises 2,100 sqm in three buildings
located on a street running perpendicular to Rue de la République,
between the Place de la République and Place Bellecour. Driven by
robust demand, the sales were completed ahead of initial forecasts.
The sale price of renovated apartments reached €5,600 per sqm with
the average at €4,000 per sqm for non-renovated lots.
The 45,000 sqm sale program opened in 2011 and is set to extend
over four years. It was 30% complete in 2011 with sales in Lyon
and Marseille.
VIII
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Highlights of 2011
4
Contents
II
New financing contracts
During the second half of the year, ANF Immobilier concluded three
new financing contracts for a total of €113 million, an average term
of five years and eight months, and an average cost of Euribor
+148 basis points. These contracts were signed with BNP Paribas
(€80 million), Crédit Agricole du Centre Est (€15 million) and Oseo (a
mortgage type contract) (€18 million).
At December 31, 2011, ANF Immobilier had €51 million in unused
credit lines. With these three new contracts, the Company’s available
credit facilities stand at €164 million enabling it to fund development
projects for the next three years.
III
New retail businesses in Marseille
2011 saw ANF Immobilier turn its attention to developing the
Joliette sector on Rue de la République as part of the renovation of
îlot 25. New chains agreed leases with the Company, enabling it to
commence the works.
tenants, DailyMonop and Naturalia – the organic food specialist – will
also open.
IV
In the context of the Pavillon-Vacon project, Casino has opened its
first new city-center concept shop in France, “Casino Shopping”.
McDonalds will open in Q3 2012 in a 680 sqm space. Reflecting
ANF Immobilier’s intention to provide local shops for its residential
Market liquidity and financial communication
V
ANF Immobilier’s main shareholder distributed almost 8% of the
capital of ANF Immobilier to its shareholders. This block of shares
was distributed between all Eurazeo’s shareholders. The result was
a surge in liquidity immediately after the transaction, followed by
stabilization. The increase in average daily volumes stemmed not only
from this transaction, but also from continued efforts to communicate
financial information. Accordingly, with a particular emphasis on
contacting new investors and financial analysts, the Company met
more than 200 people. During FY 2011, Aurel BGC launched a study
of the Company and ANF Immobilier is now covered by six analysts.
Average daily volumes grew by more than 80% compared with 2010.
Having met the inclusion criteria, ANF Immobilier is now listed on the
EPRA index since March 2012.
VI
Marseille 2013 European capital of culture
The forthcoming celebration of Marseille, Cultural Capital of Europe
will have substantially positive repercussions for ANF Immobilier.
Located at the heart of the infrastructures requisitioned by the
Public Authorities of Marseille for the occasion (Vieux-Port, Place
de la Méditerranée, Joliette), ANF Immobilier will benefit from the
excitement generated by this exceptional event.
and at the Hôtel Dieu, whose rehabilitation will pave the way for the
opening of a new Intercontinental Hotel right next to the Rue de la
République. Lastly, the renovation of the Centre Bourse and the
semi-pedestrianization of the Vieux-Port are both excellent news in
terms of footfall and commercial exposure for the retail businesses
operating in ANF Immobilier’s properties.
VII
Work has already begun on the projects located in the immediate
vicinity of our Marseille’s portfolio. Work is under way at the Mucem
VIII
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I
Strategy
4
Contents
Sustainable development mobilization of employees
The past two years have seen initiatives to raise awareness amongst
all ANF Immobilier’s employees about the challenges of sustainable
development and their integration as part of the daily running of the
business.
II
with environmental (HQE – High Environmental Quality) certification
for new and renovated projects, low-energy office lighting, sustainable
management of paper, responsible tenant’s guide, amongst others)
and social (access to housing and sponsorship) issues.
Strengthening its commitment to sustainable development in 2011,
all employees were organized into groups to work on projects dealing
III
Growth of NAV and recurring cash flow
ANF Immobilier’s real estate value grew 7% in 2011 on a like-for-like
basis, and its net asset value improved by €1.9/share to €42.2/
share as at December 31, 2011 (excluding changes in the fair value
of financial hedging instruments). This increase reflects the work
conducted by ANF Immobilier’s teams to enhance the value of the
Company’s portfolio.
In addition, the Company’s recurring cash-flow increased in
2010 to €51.8 million, up 33% vs. the previous year. Restated
for extraordinary items related to the back-payment of rent by Le
Printemps (€7.8 million), recurring current cash flow grew 13% to
€43.9 million, a 7.7-fold increase since 2005.
2. Strategy
This strategy should allow ANF Immobilier to raise its rental income
to in excess of €120 million by 2016, compared with €76 million in
2011. In the period 2005 to 2011, growth in rents stood at almost
60%, while the cost structure was optimized. The EBITDA margin
improved 45 points to 81.4% in 2011. The Company’s EBITDA target
is approximately 85% by 2016. The debt ratio should remain below
35%. In 2012, ANF Immobilier expects like-for-like rental income from
its Haussmann-era properties to grow by more than 8% and rental
income to total €78 million in 2012.
VI
FORECAST RENTAL INCOME FROM 2011 TO 2016
€ million
140
11
In addition to its Haussmann-era properties, ANF Immobilier’s citycenter portfolio includes particularly well located land suitable for
the construction of new buildings. Guided by very strict investment
discipline, ANF Immobilier intends to create new developments
on these lands.
100
Its asset trade-off strategy involves dynamic rotation of assets to
optimize the value attained. The Company will continue its sales
of mature assets comprising a significant amount of residential
properties. In addition, acquisitions of tertiary sector projects in
city-center locations will enhance the return on rental investment and
rebalance the typology of its asset portfolio.
20
VII
7
16
120
11
13
8
80
3
60
124
40
76
VIII
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Restructuring its built assets primarily consists of large-scale
renovation of buildings to significantly improve services offered to
new tenants, across all commercial, office, and residential asset
categories. These measures should reduce the residential vacancy
rate in Marseille as new renovated apartments come onto the
market. Moreover, these investments will also capture the very
substantial potential for renegotiating leases at higher rates.
Finally, indexation effects should also help to increase rents.
V
Va
ANF Immobilier has built its strategy around raising its rental
income concentrating on a number of priorities: restructuring and
renovating its buildings, and developing its land reserves by
initiating a major development program. In addition to these growth
drivers, ANF Immobilier embarked on an asset rotation strategy to
improve the yield on its portfolio.
IV
IX
8
I
Strategy
4
Contents
II
Fall in the historical residential vacancy rate in Marseille
Reducing the residential vacancy rate in Marseille remains a
major challenge for ANF Immobilier. Further rehabilitation investment
is required in residential properties to make renovated apartments
available for rent. This – historical – vacancy rate corresponds to parts
of buildings left empty for several years. The commercial success of
the street and the start of renovation projects by other neighboring
owners will help to absorb this vacancy rate. The Company predicts
the placement of almost 30,000 sqm at a monthly market rent of
approximately €12/sqm. The Company could ultimately generate an
additional €4.1 million in rental income when re-letting these units
at market rents.
III
Renewals
A large number of current leases are currently set well below market
rates. ANF Immobilier is therefore entering negotiations with its
tenants, wherever legally possible, to raise rents to close to market
rates.
ANF Immobilier estimates that it can realize potential value
enhancement from all its assets. Potential is greatest in the retail
sector, since the Company plans to increase rental income by
€5.9 million by 2016, including €2.2 million and €3.7 million in Lyon
and Marseille, respectively. For other asset categories, ANF Immobilier
expects an increase of €3.3 million (€2.1 million in the office sector
and €1.2 million in residential). The total of €9.2 million is based on
prospects for lease renegotiation with realistic revised rent estimates.
Area (sqm)
Potential (€/sqm)
Total Potential (M€)
Retail
29,158
203
5.91
Lyon
10,378
208
2.16
Marseille
18,780
200
3.75
Offices
20,954
100
2.10
Lyon
7,496
73
0.55
Marseille
13,458
115
1.55
Residential
30,095
3.24
1.17
9,952
7.51
0.90
20,143
1.11
0.27
Lyon
Marseille
A number of commercial leases are currently being negotiated in
Marseille. The Company expects appreciation of existing rents –
particularly with reference to the variable portion of rents – to yield
€1.1 million in additional rents by 2016.
IV
V
VI
residential property, to be followed shortly by furnished office space,
is likely to generate additional rental income of €1.3 million in Lyon
and €1.5 million in Marseille.
In addition, ANF Immobilier has identified value potential to improve
the rental yield on its buildings. Its new portfolio of “furnished”
VII
Development projects
ANF has begun to enhance the value of its land reserves in Marseille
by launching five development projects. ANF Immobilier’s objective
is to generate a return on invested capital (ratio of rent to the
project cost price) of higher than 8%, additional rents from the
completion of these projects should be in the region of €15.7 million
for a total investment amount remaining to be spent of €147 million.
These projects are described in more detail in the “Project” Section.
VIII
The delivery of ANF Immobilier’s projects will be spread over time:
three projects are due for delivery in 2014, two projects launched
later, will generate additional rents in 2015 and 2016.
IX
9
I
Strategy
4
Contents
II
Asset disposal
Asset disposal is a key element of ANF Immobilier’s strategy.
Since 2006, more than €179 million of assets were sold, including
€43 million in 2011. The overall sale price of these assets is higher
than the valuations established at their last appraisals.
67
70
60
50
Moreover, responding to demand for prime location residential
properties, ANF Immobilier is accelerating its asset rotation program
by continuing a divestment program involving 45,000 sqm of
residential property, of which 30% was complete at December 31,
2011. This process will continue to 2015. Asset disposals in 2012
should amount to €30 million, and the target for disposals in the
period 2012 to 2016 is a total of €149 million The reduction in rents
associated with these sales is in the region €6.8 million.
III
43
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35
30
20
19
16
IV
10
0
2006
2007
2009
2010
2011
Asset acquisitions
V
Backed by its acknowledged expertise in regional city-center
residential and tertiary sector real estate, ANF Immobilier intends
to further develop expertise in new locations where it has detected
potential. Based on criteria combining local characteristics associated
with the development of the metropolis and basic real estate project
qualities, ANF Immobilier will examine projects in sufficient depth to
ensure selectivity, especially with respect to the prospects for value
creation.
In particular, ANF Immobilier is focusing on existing infrastructure
or projects under development designed to improve the
interconnectedness of the city nationally. In Lyon and Marseille,
the Company has noted the importance of new high-speed rail
connections for regional development, with a certain impact on
asset valuation.
Moreover, ANF Immobilier wishes to invest in assets located in cities
where robust and concrete urban development initiatives are under
way. Lyon and Marseille are prime examples of cities where citycenter revitalization programs have considerably increased their
attractiveness and commercial exposure.
The minimum return for investments in large regional cities targeted
by ANF Immobilier is 7%, and the Company intends to shift the
balance of its portfolio towards tertiary sector assets. The amount per
asset could be between €15 million and €30 million. Projects would
be partially financed from the proceeds of disposals completed and
partially by bank borrowings.
VI
This new growth initiative started with investments in two projects,
one in Lyon and another in Bordeaux, for a committed amount
of €44.2 million, €13.4 million of which had been spent as at
December 31, 2011. ANF Immobilier intends to invest a total of
€117 million by 2016, which should generate €11 million in new
rental income.
VII
Financial capacity
ANF Immobilier’s financial profile illustrates the soundness of the
Company and its capacity to implement its strategy in a sometimes
uncertain economic environment. This large financial capacity not
only provides the security to execute its transactions, but also
generates shareholder confidence and the ability to intervene directly
in the market.
VIII
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I
Property appraisal
4
Contents
II
Low debt ratio and available financing
With its net debt at €482.3 million and a loan to value ratio of 29%
at December 31, 2011, ANF Immobilier remains one of the least
leveraged companies in the sector relative to its assets. The cost of
debt was 4.30% in 2011 and there is no debt to refinance before
2014.
ANF Immobilier’s available lines of credit at December 31 2011 stood
at €164 million, in contracts agreed with four different banks for an
average term of 5.5 years. Funding for its investment program for
2012 and 2013 is therefore secure.
ANF Immobilier operates a very prudent interest rate policy with 95%
of the debt drawn down hedged at fixed rates. Moreover, taking
advantage of particularly low interest rates, the Company has hedged
€160 million at a fixed rate in advance for maturities of up to 2018.
On average, this fixed rate, before credit margins, is 2.40%.
III
Dividends
ANF Immobilier seeks to foster shareholder loyalty with an attractive
dividend policy. Therefore, since the implementation of its new
strategy in 2005, the dividends paid by ANF Immobilier to its
shareholders have always been subject to regular growth in line with
the Company’s improved cash flow. The dividend has risen 7% per
year on average since 2005.
The dividend proposed to the Shareholders’ Meeting to be held on
May 3, 2012 is €1.69 per share, amounting to a yield of some 6%
and an increase of 10% compared with the previous dividend. The
dividend payment amounts to €46.5 million, above the obligations
arising from SIIC status (minimum of €16.7 million). Dividends will be
paid entirely from current cash flow and 33% from extraordinary items.
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3. Property appraisal
The value of ANF Immobilier’s land and property portfolio at
December 31, 2011 was established by two independent property
appraisers and amounted to €1,650 million. This compares with
€1,607 million at June 30, 2011 and €1,573 million at December 31,
2010.
This value is distributed between €451 million in Lyon, €673 million
in Marseille, and €513 million in the hotels leased to B&B, as well as
€13 million for new acquisitions in Lyon and Bordeaux.
On a like for like basis the portfolio’s value was up 7% vs.
December 2010 and 2% vs. June 2011.
The appraisers observed a very slight reduction in rates in the most
sought-after asset segments.
This accretion in appraisal value is the fruit of rent increases, the
intrinsic quality of the Haussmann-era assets and the exceptional
city-center locations.
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The solidity of B&B’s model, third largest chain of economic hotels
in France generating regular operational growth, plus the secure
nature of the leases to the operator, has also allowed a slight fall in
the capitalization rates since June 2010. The average capitalization
rate of the hotels portfolio was 6.57%.
The various development projects in Lyon and Marseille, with
expected delivery dates from 2011 to 2014, were valued at
€167 million at December 31, 2011, up 1.5% in 12 months.
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(€ millions)
12/31/2011
12/31/2010
Change
Lyon built
372
362
+2.8%
Marseille built
585
565
+3.5%
Built
957
927
+3.2%
Development Projects
City center
B&B
Acquisitions
ANF Immobilier
167
154
+8.4%
1,124
1,081
+4.0%
513
492
+4.3%
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1,650
1,573
4.9%
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Gross yield or capitalization rates
According to the third edition of the real estate appraisal Code, drawn up by the IFEI (Institut français de l’expertise immobilière – French
Real Estate Appraisal Institute) the gross capitalization rate is the ratio of gross income from the property to the capital invested by the buyer
(acquisition price + expenses and transfer taxes).
Cap rate
12/31/2011
12/31/2010
12/31/2009
Retail
5.00% to 5.75%
5.10% to 6.00%
5.40% to 6.00%
Offices
6.00% to 6.75%
6.25% to 6.75%
6.50% to 7.25%
Residential (excl. Law 48)
4.00% to 4.30%
4.25% to 4.75%
4.50% to 4.90%
Retail
5.50% to 7.45%
5.50% to 7.35%
5.65% to 7.50%
Offices
6.25% to 7.50%
6.25% to 7.25%
6.75% to 7.50%
4.15% to 4.75%
4.25% to 5.15%
4.50% to 5.25%
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Lyon
Marseille
IV
Appraisal method
V
ANF Immobilier uses Jones Lang LaSalle and BNP Paribas Real
Estate Expertise, two nationally recognized property appraisers.
They were formally appointed in 2011 for a four-year term, with two
appraisals being carried out per year and an annual rotation of 25%
of the assets between two appraisers. The appraisers use the third
edition of the real estate appraisal Code drawn up by the IFEI. Each
appraiser values approximately half of ANF’s real estate assets on
the following basis:
• the Haussmann-era properties in Lyon and Marseille are split
roughly equally between the two appraisers to ensure the overall
consistency of the valuations;
• the hotel portfolio is split in two and each appraiser takes half of
the 168 hotels.
The Haussmann-era properties are valued by means of both the
comparison and capitalization methods.
The development projects are valued according to two methods,
depending on their type. In the case of developments on land
belonging to ANF Immobilier, the developer balance sheet method
is used; in the case of major restructuring of existing buildings, the
capitalization and comparison method is applied. The hotels are
valued using the net income capitalization method, as the discounted
cash flow method is not appropriate due to the long length of the
leases and the fixed nature of the rents.
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The appraisal certificates established by Jones Lang LaSalle and
BNP Paribas Real Estate Expertise are reproduced in Chapter IX
entitled “Other General Information” of the Registration Document.
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4. New locations
ANF Immobilier acquired two new operations in 2011: the MilkyWay
in Lyon and Nautilus in Bordeaux.
These acquisitions were completed as part of the Company’s
strategic development in very dynamic regional metropolitan areas
with high-grade infrastructure. ANF Immobilier chooses to invest in
new districts with high potential for value creation.
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Lyon confluence – MilkyWay project
Located in Cours Suchet in the new Confluence district in Lyon
(second district), in the immediate vicinity of Perrache TGV rail station
and main motorways, the future office building (Candia’s former
headquarters) will deliver a total net rental area of 4,366 sqm and
120 parking spaces. Selected by the SEM Lyon Confluence as its
first pilot eco-urban renewal project, Milkyway aims to become the
benchmark for energy efficiency with PEQA-BBC accreditation (High
energy efficiency and associated quality, low energy consumption
building – PEQA – BBC). Delivery is expected in December 2012.
Lyon Confluence, a large-scale urban development project located to
the south of the Lyon peninsula in an area long dominated by industry
and transport, is an unprecedented urban renewal undertaking. The
phased development will redefine an exceptional area of the city with
unique landscapes. In time, it will double the size of Lyon’s central
business district in a project that represents a huge challenge for the
metropolis and an opportunity for its inhabitants.
Phase 1 was launched in 2003 by Greater Lyon and will run until
2015. It marks a decisive turning point in the transformation of the
area. This first phase will see the creation of a new, central, attractive
and busy district, conveying a high-quality, innovative, and dynamic
image of the city in line with Greater Lyon’s international ambitions.
The mixed development zone (ZAC) includes the Place des Archives
to the north and a wide strip to the south-west along the Saône.
Straddling some 40 hectares, the project’s designers have planned
large public spaces (Parc de Saône, Place Nautique, public areas in
Port Rambaud, etc.), major facilities (leisure and retail center, Hôtel
de Région), residential (145,000 sqm of net floor space) and office
buildings (130,000 sqm of net floor space). The Place des Archives
and Place Nautique were inaugurated in 2010.
After the departure of the last logistics facilities, and the relocation
of the wholesale market and prisons, the Confluence crosses the
Charlemagne to become part of a vast transformation project. Rather
than being restricted to rehabilitating former industrial land to create
an isolated green district, the project’s vision encompasses the
creation of a global concept. Responsibility for the transformation
of the northern entrance and Perrache Station was entrusted to a
team of urban planners and an eco-renovation study was launched.
The project also extends to Lyon’s southern gateway, connecting
with the Gerland district and the motorway, and with the neighboring
communities of Oullins, Sainte-Foy and La Mulatière: this part of
the project was awarded to Herzog & de Meuron architects and
landscape architect Michel Desvigne. The mixed development zone
entered phase two in September 2010.
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The MilkyWay development forms the core of this second phase.
It is located opposite the former site of the Saint Paul Prison, which
will be home to the Université Catholique de Lyon and its campus
of 7,000 students in 2014 – 2015. The project also includes the
construction of 11,000 sqm of offices, 15,000 sqm of residential
units and 700 sqm of retail units.
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Bordeaux
The city of Bordeaux fulfills a number of essential characteristics
defined by ANF Immobilier as criteria for the selection of a new
investment site: development (rail in particular), as well as an urban
revitalization policy by the local authorities. Of the districts currently
expanding, the Company has the Euratlantique and Bassins à Flots
sectors in its sights. Its first real estate investment in Bordeaux is in
Bassins à Flots.
Bordeaux: development of a city
Capital of the largest region in France, Bordeaux and its urban area
have a population of 715,000 over more than 55,000 hectares. The
city itself is located on 4,500 hectares and is home to 250,000 people.
France’s sixth largest city, Bordeaux and the surrounding region
are characterized by dynamic and very favorable demographics.
Bordeaux is now seen as one of the most attractive regions in France.
As well as its prestigious history and attraction for tourists, Bordeaux
is also an economic center, the world wine capital, a university and
research hub, renowned for its festivals and gourmet food, with its
face set resolutely to the future.
Having backed the high-technology sector since the 1960s, the
greater Bordeaux region, in Aquitaine, has become one of Europe’s
leading aviation and aerospace centers, a magnet for the world’s
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wine growing experts and a sustainable development test lab for
the agri-foods and wood-paper sectors. The city has made urban
development a major priority, creating the conditions for economic,
social, and cultural development.
Bordeaux is home to four universities, two Institutes of Technology,
14 grandes écoles, 5,000 researchers and a string of laboratories
and research centers across a range of sectors including electronics,
extreme materials and biotechnologies. It was recently chosen as
the site of the Laser Megajoule laser beam facility. This vital device
will place Bordeaux in the Top Five in France for research potential.
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Both a thriving business center and holiday destination, Bordeaux
has overhauled its facilities for visitors who can enjoy some of the
best French art de vivre in the region. The city has set its sights
on being in the Top ten tourist cities in France, a target it is on
course to achieve in a short space of time. The complete renewal
of its reception infrastructure, involving some of the biggest names
in contemporary architecture in the Lac district and on the docks,
has already altered the physiognomy of the city. Hand-in-hand with
these projects, the city has seen an exceptional revitalization of its
culinary facilities (from large restaurants to open-air cafes on the river
and tapas bars) and the wine routes around the best vineyards in the
world (fine dining, introduction to wine tasting, and château tours).
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Bordeaux is a constantly changing city. A major new development
project was launched with the arrival of the tram and the reclaiming
of the docks, and with it a major challenge: Bordeaux’s population is
expected to increase by 100,000 in a number of years.
Bordeaux plans to be counted as one of Europe’s large metropolises
of the 21st century. The TGV line to connect Paris and Bordeaux
is scheduled to be in service in 2017, with two further extensions,
to Bilbao and Toulouse, in 2020, developments calling for the full
refurbishment of Gare Saint Jean and its surrounding area.
Euratlantique
The arrival of three high-speed train lines in Bordeaux in the medium
term, the growth in main line traffic and the strong increase already
evident in regional passenger flows will bring approximately
20 million passengers through Saint-Jean station by 2020. These
developments create an unrivaled opportunity for a new gateway
in the medium term, not only for Bordeaux, but also for the entire
region, bringing with it tremendous potential for business and
trade. The redeveloped Saint-Jean station will undoubtedly be the
driving force at the heart of the Bordeaux Euratlantique project.
The rail project and urban development project will be closely
interconnected. Far more than a simple station refurbishment, this
large-scale undertaking, known as Bordeaux-Euratlantique, sets out
to create a new city within a city, spanning an area of 738 hectares
spread over Bordeaux (386 hectares), Bègles (217 hectares), and
Floirac (135 hectares). Underlying this major project is the desire to
capitalize on the historic, cultural, and environmental advantages
of the greater Bordeaux area and to create a new benchmark for
sustainable urban development.
In time, Bordeaux-Euratlantique will include a large international
business center and new districts. Already in the plans are up to
2.5 million sqm of total construction potential, evenly balanced
between residential units (15,000 units, the majority assisted
and 25% social housing), offices (500,000 sqm), retail and public
amenities. The scale of the Bordeaux-Euratlantique project convinced
the French Government to upgrade the project to the status of
Operation of National Interest (the Decree of November 5, 2009).
Other large-scale projects are also under way in tandem with
Euratlantique, notably the extension of the tram network, the
expansion of TER services, the new Jean Jacques Bosc bridge, the
Campus project, competitiveness hubs and cultural facilities (Arena,
Frac, etc.), amongst others.
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Bassins à flots
In partnership with the City of Bordeaux, the Bordeaux Urban
Community (CUB) launched studies for the redevelopment of the
industrial sector in Bassins à flots (162 hectares) in 1999, resulting in
a number of development hypotheses. In 2010, Nicolas Michelin was
appointed as architect and urban planner by the CUB and the City of
Bordeaux to update the master plan for Bassins à Flot. The sector has
already seen many transformations, with, for example, the docklands
completed up to the entrance to the locks, the tramway running
along Rue Achard and Bacalan-Bastide bridge due for completion
in 2013. According to the Mayor of Bordeaux, “in 2030, the Bassins
à flots will be the most sought-after area for those seeking a highly
urban setting, in a magic landscape, with sustainable housing and
immediate access to the city center.”
A development master plan has been established for the extensive
urban renewal scheme at Bassins à flot covering more than
700,000 sqm of former industrial land, where the new Wine Culture
and Tourism Center, three educational campuses and 440,000 sqm
of housing will be built. The area will also reap the benefits of improved
public transport, including the tram, on-site public transport and bus
lines, making it the new natural extension to Bordeaux city center.
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IV
The scope of the project represents 162 hectares of waterways and
5,500 new residential units, equating to housing for 10,000 people
and more than 700,000 sqm of built area.
Nautilus Project
ANF Immobilier acquired SNC les Bassins à Flots from Eiffage
Immobilier Atlantique with a view to building the Nautilus office
development spanning an area of approximately 13,000 sqm.
This real estate development will be built in the Bassins à Flots district
in Bordeaux, at the foot of the new Bacalan-Bastide Bridge on land
managed by the Grand Port Maritime de Bordeaux and with views
over the Garonne river.
The site is being developed by Eiffage Immobilier Atlantique as part
of a real-estate development contract. The general construction
work has been contracted to Eiffage Construction Nord Aquitaine.
The Nautilus building will comprise 12,240 sqm of offices, a restaurant,
and parking. The first Section will be delivered in September 2012
and the second in September 2014.
C Discount, a specialist Internet sales company and a subsidiary
of the Casino Group, will establish its headquarters in the Nautilus
complex and move its teams there in two phases.
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The total investment is €27.4 million and rents from the office portion
(excluding parking) are in the region of €160 to €166 per sqm HR.
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5. Lyon
At the heart of the old city
ANF Immobilier’s real estate assets in Lyon, located on Rue de la
République, consist of high-quality Haussmann-style properties
representing approximately 88,000 sqm, with retail premises
on the ground floor, and offices and residential units on the
floors above.
The improvement in market conditions seen at the end of 2009
was confirmed in 2011. In fact, after particularly low quarterly
levels of investment transactions of approximately 35,000 sqm
during the first three quarters of 2009, volumes in 2010 exceeded
50,000 sqm. Hence in 2010 the market recovered to its average
level of transactions over the last five years. Moreover, although the
current offer of new offices is roughly meeting current demand in the
segment, the volume of construction starts for delivery in 2011 will
be insufficient to meet demand for offices in the business districts
(source: BNP Paribas Real Estate).
Prime rents for offices in 2011 increased from €250 to €260 per sqm
per year (excl. tax and charges) for the so-called “traditional” buildings
II
(i.e. not including towers and unusual buildings) in the Central
Business District and in the Presqu’île/Confluence area (where the
two rivers meet). Average rents have maintained their level. Retail
premises have resisted the crisis relatively well. Demand from retailers
is recovering, even if they are showing a high level of prudence and
selectivity in their choices of location. The best locations are subject
to strong demand.
III
At the heart of the old City of Lyon, recognized in 1998 as a Unesco
World Heritage Site, Rue de la République is one of the main
thoroughfares in the Presqu’île. It runs for 1 km from Place Bellecour
to City Hall, and is one of the longest pedestrian streets in Europe.
It is well served by public transport and hosts a number of highquality chains and shops, making it a particularly popular place
during the day and at weekends. This atmosphere is enhanced by
the presence of a large number of coffeehouses and restaurants,
and also by major cultural venues (such as the Opéra, Musée SaintPierre and Théâtre des Célestins). With some 2,000 retail outlets, the
Presqu’île area is the retail heart of the city of Lyon.
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At December 31, 2011, ANF Immobilier owned the following buildings in Lyon:
2, rue de la République
34-36-38, rue de la République
40-42, rue de la République
9, rue Jean-de-Tournes
11, rue Confort
12, rue Mulet
13, rue Confort
17, rue Neuve
parc de la Bourse
parc Fosse aux ours
parc Saint Georges
parc Grolée
parc de la République
52, passage de l’Argue
14, rue Thomassin
16, rue Thomassin
18-20, rue Thomassin
22, rue Thomassin
24, rue Thomassin
13, rue des Archers
15, rue des Archers*
42, cours Suchet
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IV
* Building currently being sold by lots.
The buildings located at 20-22, rue de la République; 43-45, rue Grenette, and 44-46, rue Henri-Germain were sold in 2011, together with the
co-ownership lots located at 13-15-17, rue des Archers, for a total of €23.9 million.
The Lyon properties
Floor area
Number of units
Occupancy rate*
2011 rental income (€ millions)
V
Offices
Retail
Residential
Total
Development
Projects
26,000 sqm
30,000 sqm
32,000 sqm
88 000 sqm
4200 sqm
143
111
338
592
97.9%
99.7%
95.3%
97.5%
4.4
19.6**
3.1
27.2
Other = 0.1
VI
* Excluding technical vacancy and works in progress.
** Including €7.8 million in non-recurring rents related to the retroactive rent payment by Le Printemps.
ANF Immobilier plans to maintain its assets in top quality condition.
The entrance lobbies and stairwells of its buildings are regularly
brought up to standard. In addition, ANF Immobilier has anticipated
regulatory deadlines for the modernization and standardization of
all of its elevators. Lastly, exterior renovation work has continued in
collaboration with the Architecte des Bâtiments de France: 85% of
the buildings in Lyon have been renovated since 2005.
The 338 residential apartments owned by ANF Immobilier
(32,000 sqm) in Lyon are currently either rented or being renovated.
There is no reserve of apartments on the market. ANF Immobilier
has continued its program of renovating its residential premises.
The average rent for the 98 apartments re-let in 2011 was €13.34
per sqm. Given market trends, at December 31, 2011, the Company
estimates that there is potential for additional rental income of
€0.9 million for almost 10,000 sqm. ANF Immobilier pursued the
creation of four new social housing units taking the total number
delivered since 2005 to 31.
ANF has identified about 5,100 sqm of Mansard-style loft space
that requires major renovation before being rented. This renovation
should make it possible to create 119 apartments completed to
be delivered between 2009 and 2012. This work is being carried
out in close collaboration with the Architecte des Bâtiments de
France, particularly concerning the restoration of the façades and
roofing. These spaces did not previously generate any income. So far
93 apartments have already been delivered and rented at an average
rent of €14.60/sqm, higher than the market average.
The 26,000 sqm of ANF Immobilier’s office space benefited from
strong demand in a very sought-after sector, with the unique setting of
the Presqu’île having a positive impact on the rents. Many companies
seek city-center locations in Haussmann-era properties to enhance
their image and benefit from a dynamic business environment. The
average area of the offices leased by ANF Immobilier in 2011 was
172 sqm, mainly to self-employed professionals. Backed by this
strong demand, market rents were maintained at around €200/sqm
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(excl. tax and charges) for the renovated and non-air-conditioned
offices and at around €260/sqm (excluding taxes and charges) for
renovated and air-conditioned offices. In 2011, 3,609 sqm of offices
were negotiated in the context of 21 new leases. The average rent
for new ANF Immobilier leases in 2011 was €227 per sqm (excl.
taxes and charges). Given market trends, at December 31, 2011, the
Company estimates that there is potential for additional rental income
of €0.5 million for almost 7,500 sqm. A prime retail location in Lyon,
the Rue de la République also enjoys very strong market demand
for premises. There are no vacant units and the tenant replacement
rate is very limited (1% on an annual basis).
For its 30,000 sqm of retail premises, ANF Immobilier has developed
reletting strategy aimed at attracting dynamic retailers generating
increased footfall. After a first Starbucks Café in 2007, a Monop’
in 2008, an Esprit and a second Starbucks Café, Desigual opened
its first boutique in Lyon on the Presqu’île in 2010. Orange has also
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II
extended its shop floor by another 200 weighted useful square meters
The Rue de la République, generating total annual sales revenue of
€200 million, is the principal retail avenue of the Presqu’île, far ahead
of the Rue Edouard Herriot and the Rue Victor Hugo (source: JLL
and CBRE).
The legal proceedings to set the terms of the renewed lease for Le
Printemps were resolved in 2011, in ANF Immobilier’s favor. The
judge set the annual rent at €2.4 million excluding taxes, which is six
times higher than the previous rent of €400,000 per year. The retail
sector has strong growth potential, and at December 31, 2011, the
Company estimates that there is potential for additional rental income
of €2.2 million for almost 10,400 sqm. The market values of the Rue
de la République range from €1,000 to €2,600/sqm in zone A.
III
In 2012, ANF Immobilier will continue actively enhancing the
attractiveness of the Rue de la République.
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6. Marseille
At the heart of the Euroméditerranée project
ANF Immobilier’s Marseille portfolio, essentially located in
the Rue de la République, is mainly composed of mixed-use
units representing 184,500 sqm in high-quality Haussmann-era
buildings. In addition to this unique advantage, ANF Immobilier
owns land in the middle of the Euroméditerranée development
zone.
This vast urban project – the Euroméditerranée development
is considered an operation of national interest – includes the
rehabilitation of the Rue de la République, and it has launched a
new commercial dynamic in the city center of Marseille. The area
now attracts national and international retailers, which was not the
case several years ago.
II
The rehabilitation of the city center around the Vieux-Port, directed
by architect Norman Foster, will also contribute enormously to
enhancing the hyper-center’s standing as the commercial sector in
the city of Marseille.
III
At the heart of the Euroméditerranée project, the Rue de la
République has been made more attractive, façade by façade, with
wider sidewalks, 200 new trees and the installation of new street
furniture.
Located near the subway stations on the city’s two subway
lines, access to the Rue de la République has been improved
since July 2007 by the launch of a new tramline “la Blancarde –
Euroméditerranée Gantes”. A car park for 800 vehicles, opened
in 2008, allows the population of Marseille to come and do their
shopping without any parking difficulties.
IV
This artery linking the Vieux-Port to the new Joliette district is a central axis between the historical heart of Marseille and the developing business
and tourism sector.
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At December 31, 2011, ANF Immobilier owned the following buildings in Marseille:
Euromed 34
Euromed 30
Fauchier
Trinquet
13, rue Rabatau
139, av. Camille-Pelletan
66, rue Chevalier Paul
1, rue Chevalier Roze
2, rue Chevalier-Roze
4, rue des Consuls
6, rue des Consuls
8, rue des Consuls
10, rue des Consuls
15, bd des Dames
39, bd des Dames
41, bd des Dames
43, bd des Dames
45, bd des Dames
47, bd des Dames
100, rue de l’Évêché
50, rue Fauchier
10, rue Felix Éboué
57, rue de Forbin
59, rue de Forbin
61, rue de Forbin
63, rue de Forbin
12, rue François-Moisson
7, place du Général-de-Gaulle*
9, place du Général-de-Gaulle*
13, rue Gilbert-Dru
19, quai de Rive-Neuve
35,av. Robert-Schuman
99, avenue Roger-Salengro
101, avenue Roger-Salengro
209, rue de Rome
9, rue Grand, rue
11, rue Grand-Rue
28, rue Grand-Rue
5, rue Henri-Barbusse
1, rue Henri Fiocca
3, rue Henri-Fiocca
90, rue d’Italie
5, place de la Joliette
75, rue de la Joliette
16bis, rue Lanthier
1/1bis, rue Malaval
37, rue Mazenod
46, rue Mazenod
14, rue de la Mûre
31, rue Paradis
19, rue Pavillon
25, rue Pavillon
29, rue Pavillon
31, rue Pavillon
33, rue Pavillon
35, rue Pavillon
37, rue Pavillon
34, rue des Phocéens
16, rue Plumier
18, rue Plumier
22, rue Plumier
31, rue Plumier
66, quai du Port
14, rue Pythéas*
1, place Sadi Carnot
2, place Sadi Carnot
4, place Sadi-Carnot
5, place Sadi-Carnot
1, rue St-Cannat
15, rue St-Cannat
18, rue St Ferréol
26, rue St-Ferréol
7, rue St-Victoret
1, rue de Suez
32, rue Vacon
34, rue Vacon
36, rue Vacon
38, rue Vacon
40, rue Vacon
13/15, rue de la République
46, rue Vacon
50, rue Vacon*
54, rue Vacon*
17, rue Vincent-Leblanc
25,, rue Vincent-Leblanc
1 chemin du Sablier
5/7, rue Jean-Francois-Leca
11, traverse Pomegues
62, quai du Port
23, quai de Rive-Neuve
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* Building currently being sold by lots.
The buildings at 9, quai Rive-Neuve, 30, rue Mazenod, 1-3, rue Euthymène, 2-4-6, rue Fortia, and 27, rue Pavillon, as well as the co-ownership
lots in 14, rue Pythéas, 50-54, rue Vacon, 5-7, rue Jean-François-Leca, and 10, rue Felix-Éboué were sold in 2011 for a total of €19.1 million.
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Marseille
4
Floor area
Number of units
Occupancy rate*
2011 rental income (€ millions)
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Offices
Retail
Residential
Total
Development
Projects
40,000 sqm
43,500 sqm
101,000 sqm
184,500 sqm
50,000 sqm
168
295
1,412
1,875
97.5%
97.1%
64.0%
75.7%
5.6
8.6
7.1
23.3
Other = 2.0 (parking and hotels)
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* Including technical vacancies and works in progress.
The Marseille properties
To return the buildings to their former glory, ANF Immobilier has
undertaken high-quality façade renovation. The level of security
offered by ANF Immobilier corresponds to current modern
requirements: secure, card-operated entry systems, double entry
security doors in lobbies, and video or interphone.
A total of 12,472 of the residential units (1,412 apartments,
101,000 sqm) were rented during 2011. In Section 1 of Rue de la
République alone, these were 129 apartments (8,922 sqm) rented
at an average rent of €11.53 per sqm However, although the target
for new rentals was met, a large number of tenants leaving, due to
job transfers, meant that the Company’s initial target of reducing
the vacancy rate in Section 1 was not achieved. In addition,
ANF Immobilier made the decision not to re-let a number of residential
units when they became vacant as it planned to sell the buildings
In the light of the success of the first furnished apartments program
(Section 2) in 2011, ANF Immobilier chose to continue this program
in buildings that it had initially planned to sell.
The high vacancy rate in our residential properties (32,506 sqm)
represents a major source of value creation for ANF Immobilier. These
vacancies are now mainly located in the central part of the Rue de la
République (Section 2). The Company’s estimates put the potential
additional value to be captured by re-letting the vacant areas at
market rents at €4.1 million annually.
ANF Immobilier has fulfilled its commitments to the city of Marseille:
about 100 social housing units having thus been completed and fully
rented with services comparable to those of housing units rented on
the open market.
As regards office space (40,000 m sqm), Rue de la République
benefits from the attractiveness of Euroméditerranée, with continued
high demand for spaces between 150 and 300 sqm. As a result, the
effective vacancy rate (excluding work and rotation) is almost zero.
The rent levels are fully in line with the market average. During 2011,
the leases for more than 1,329 sqm of office space were signed at
an average rent of €182/sqm (excl. tax and service charges). Given
market trends, at December 31, 2011, the Company estimates that
there is potential for additional rental income of €1.5 million for almost
13,500 sqm.
The retail redevelopment of Rue de la République is at the heart
of ANF’s strategy in Marseille. It constitutes an ambitious urban
regeneration and renewal project for a street whose retail fortunes
had substantially deteriorated.
ANF Immobilier has joined together several retail premises that are
currently vacant and will redevelop them. Located in the immediate
vicinity of Place de la Joliette, this development will be available after
12 months of work. The recent signing of a lease with McDonald’s
(680 sqm) will allow ANF Immobilier to renovate the retail premises
and the residential apartments. The estimated rental income should
be around €2.8 million.
The marketing of the Vieux-Port – Sadi Carnot section made it
possible for high-profile French and international retailers, such as
H&M, Desigual, Mango, Hylton, Vertbaudet, Sephora, Sinéquanone,
Celio, Du Pareil Au Même, Tally Weijl, Optic 2000, not to mention
Temps des Cerises, to settle in the Rue de la République. H&M
kids opened in 2009. Starbucks opened its doors in 2010, and
Arena, France Arno, Promod, Cook&Go and La Poste have also
taken footholds in the Rue de la République, significantly enhancing
the commercial attractiveness of the street. 2011 saw Calzedonia,
Espace Loggia, Naturalia, and Daily Monop’ join their ranks.
ANF Immobilier is pursuing its letting strategy by launching renovation
projects located in the third Section of the Rue de la République
(between the Boulevard des Dames and the Place de la Joliette) and
in the Pavillon-Vacon district (located at Place du Général-de-Gaulle),
where the first Casino Shopping in France was inaugurated. Given
market trends, at December 31, 2011, the Company estimates that
there is potential for additional rental income of €3.7 million for almost
19,000 sqm.
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ANF Immobilier is also restructuring its built assets and has obtained
the building permits to complete these major renovation works.
Permits relate especially to restructuring buildings in îlot 20, Rive
Neuve.
In 2012, ANF Immobilier will continue its efforts to reduce its
Marseille vacancy rate, whilst intensively pursuing the letting of
its retail premises. Lastly, the work on its development projects
in the city is also a major source of value enhancement.
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Development Projects
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Contents
7. Development Projects
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A particularly rigorous and value-adding investment strategy.
Rabatau, Marseille
The creation of real estate development projects is an integral
part of ANF Immobilier’s strategy to create value for its
shareholders. Close to 57,480 sqm in new developments on
ANF Immobilier’s land reserves or major restructuring projects
will be completed over the medium term.
In this district near the Boulevard du Prado, ANF Immobilier can
build an office building offering 3,780 sqm after 13 months of work.
The estimated rental income should be around €0.6 million. For this
project as well ANF Immobilier is applying the HQE standard and the
building has already obtained HQE certification.
Such developments ensure a pipeline of rental income growth over
the coming years. ANF has adopted a particularly rigorous investment
strategy with regard to the management of its developments.
Accordingly, all developments are on land fully controlled by ANF
and in prime locations. Building work only begins once the marketing
has been partly or fully completed and financing has been secured.
The financing of the committed projects is therefore completely
covered by the Company’s cash flow or by lines of available credit
whose principal amounted to €164 million at December 31, 2011.
Complementary to the various renovation programs throughout
ANF Immobilier’s portfolio, the program of projects underway is
based on major investment in both the construction of new buildings
on the Company’s land reserves, but also the total rehabilitation
of certain blocks. New development projects consist of developing
ANF Immobilier’s land reserves. For all of its new developments,
ANF Immobilier has already obtained the necessary permits to
proceed with the construction work. The total investment for these
projects amounts to €147 million.
Îlot 34, Marseille
Pursuing its active policy of investing in Marseille, ANF Immobilier
will develop on its land (Îlot 34) adjacent to the new Ambroise Paré
Hospital a program of 26,000 sqm of residential units, offices,
hotels, retirement accommodation, retail outlets, and parking. HQE
certification has already been obtained for this project. The official
permits connected with this project have all been cleared and the
future rental income is estimated at €4.0 million. Work started in
April 2011 and is due to be complete in the second half of 2013.
III
TAT Project, Lyon
Studies are underway with a view to restructuring a property complex
of over 20,000 sqm. This could help increase the appeal of Place
de la République and attract new brand names. This project also
includes reconfiguring Le Printemps department store (lease renewed
in 2011). Works will take place over a period of two and a half years
and represent €7.5 million in potential rent over time.
IV
Desbief, Marseille
For its plots of land in this sector, ANF Immobilier sought, in
collaboration with a development planner, to elaborate a program that
would be adapted to the development of this area. The conclusion
of this collaboration envisaged a solution that would see the merging
of the Ambroise Paré and Paul Desbief hospitals to create a new
hospital at the heart of the Euroméditerranée area. ANF Immobilier
supported this major initiative by exchanging in 2009 its land on
which the new 450-bed Ambroise Paré hospital complex will be
built for the land currently occupied by the Desbief hospital, close
to Place de la Joliette. Once the Desbief hospital has been vacated,
ANF Immobilier will then develop a program of offices and retail
premises on the Desbief site with a net floor space of 21,000 sqm.
The building permit for this project has already been granted and
cleared. Following 30 months of work, the rental income from this
project could amount to €5.3 million.
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Montolieu, Marseille
ANF Immobilier is conducting advance research into building two
residential buildings covering a total area of about 6,700 sqm. of
these would be intended for sale and the other for rental to young
civil servants in the police force. The building permit application will
be filed in summer 2012. Delivery is scheduled for H2 2014. The
estimated rental income should be around €0.8 million
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B&B
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Completed projects
ANF Immobilier has already completed and delivered five projects in Marseille
The Mazenod and Joliette projects were completed in 2007, while the Trinquet project was delivered in 2009. During 2010, two projects were
completed, the Fauchier and Forbin projects. The Company delivered a 312-space parking lot in 2004.
III
8. B&B
Spread throughout France
In 2007, ANF Immobilier acquired a portfolio of 159 hotel
properties rented to B&B, France’s third largest budget hotel
chain. The real estate value of this portfolio of hotel premises
now owned by ANF Immobilier is based on the quality of the
hotel’s locations, their visibility, and their ease of access.
These hotels, spread across the whole of France, are operated by
B&B, France’s third largest budget hotel chain. “Triple net” leases
have been signed for an initial minimum period of 12 years, renewable
twice upon request from B&B for fixed, indexed rents. At the end
of the initial 12-year period, the lease will be renegotiated within
limits that have already been contractually agreed. This acquisition
was accompanied by the signature of an agreement allowing
ANF Immobilier to be associated with the development of the B&B
hotel chain for a three-year period on the basis of an identified
investment program. The B&B hotels are especially visible and are
located near France’s principal highways with very easy road access.
This location quality endows the portfolio of B&B hotel properties
with real intrinsic value.
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B&B
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At December 31, 2011, ANF Immobilier’s hotel portfolio was made up of 167 hotels, plus the Forbin hotel delivered in 2010 and built on land
owned by the Company. In all, ANF Immobilier receives rents from B&B for 168 hotels at the following sites:
Saint-Quentin
Moulins
Villeneuve Loubet Village
Villeneuve Loubet Les Cavaliers
La Rochelle Angoulins
Troyes Barberey
Narbonne
Narbonne
Marseille La Valentine
Marseille Saumaty
Aix-En-Provence
Salon-De-Provence
Caen Mémorial
Orléans
Bourges
Bourges
Brive-La-Gaillarde
Dijon Nord
Dijon Sud
Dijon Sud
Beaune Sud
Beaune Nord
Agen
Angers
Angers
Cholet
Avranches
Cherbourg
Nancy Frouard 1
Nancy Frouard 2
Nancy Laxou
Vannes Est
Lorient Caudan
Le Mans Nord
Metz Jouy-Aux-Arches
Metz Semecourt
Metz Augny
Freyming Merlebach
Grand Palais Eurallille
Lille Seclin
Lille Lézennes
Douai Cuincy
Valenciennes
Beauvais
Creil Chantilly
Alencon
Arras
Calais Saint Pierre
Calais Coquelles
Boulogne Sur Mer
Lens Noyelles
Bordeaux Sud
Clermont-Ferrand Gerzat
Clermont-Ferrand Gerzat
Bayonne
Perpignan
Saint-Brieuc
Périgueux Boulazac
Besançon
Valence Sud
Valence Nord
Montélimar
Évreux
Dreux
Chartres
Chartres
Quimper Sud
Quimper Nord
Brest Port
Morlaix
Brest Kergaradec
Toulouse Cité De L’espace
Toulouse Centre
Bordeaux Lormont
Bordeaux Bruges
Bordeaux Merignac
Béziers
Montpellier
Strasbourg Sud Geispolheim
Annecy
Strasbourg Nord Industrie
Strasbourg Nord Artisans
Mulhouse
Mulhouse
Colmar
Lyon Monplaisir
Lyon Gambetta
Lyon Venissieux
Lyon Eurexpo
Lyon Aeroport
Lyon St Priest
Chalon Sur Saone Sud
Chalon-Sur-Saone Nord
Paray-Le-Monial
Le Mans Sud
Le Mans Nord
Strasbourg Sud Ostwald
Chambery
Troyes St Parres
Paris Porte De La Villette
Rouen Parc Des Expos
Dieppe
Le Havre
Le Havre
Rouen Saint-Étienne
Pontault Combault
Marne La Vallée
Maurepas
Louveciennes
Orgeval
Brignoles
Ollioules Toulon
Montpellier
Rennes Sud Chantepie
Rennes Atalantes
Saint-Malo
Rennes Cesson Sevigne
Rennes Nord St-Gregoire
Chateauroux
Chateauroux
Tours Nord
Tours Nord
Tours Sud
Gieres
Blois
Saint-Étienne
Nantes Centre
Nantes St-Sebastien
Nantes La Chapelle
Nantes La Beaujoire/Carquefou
Nantes Atlantique
Saint Nazaire/La Baule
Nantes St Herblain
Limoges
Hyères
Toulon
Frejus Roquebrune S/Argens
Frejus
Orange
Avignon
Avignon
Poitiers Confort
Poitiers
Poitiers
Limoges
Clermont-Ferrand Le Brézet
Auxerre
Auxerre
Belfort
Evry Lisses
Evry Lisses
Corbeil
Saclay
St Michel Sur Orge
Montlhery
Paris Malakoff
Noisy Le Grand
Saint-Denis Pleyel
Villepinte
Aulnay
La Queue-En-Brie
Orly Chevilly Larue
Orly Rungis
Goussainville Aeroport Roissy
Herblay
Saint-Witz
Roissy Cdg
Marseille – Forbin
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Sustainable development
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(€ millions)
2007
2008
2009
2010
2011
Rental income
4,685
28,216
30,938
32,735
33,095
B&B’s rents are indexed to the annual variation of the commercial
rents index (ILC), published by the French national institute for
statistics and economic studies (INSEE). The annual indexation
occurred on November 1, 2011 and resulted in a positive variation
of 2.56%.
The works and investments projects specified in the partnership
agreement signed in 2007 with B&B were completed at the end of
II
2010. Nonetheless ANF Immobilier retains preferential rights for all
new development projects considered by B&B in France.
For FY 2012, it envisages investments in the region of €8 million
for improvements works. These projects will result in payment of
additional rent. ANF Immobilier is also involved in five projects for a
total of some €22 million.
9. Sustainable development
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IV
ANF Immobilier’s commitment to sustainable
development
ANF Immobilier is a long-standing real estate investment company,
with most of its assets consisting of Haussmann-era properties of
high architectural quality. The Company’s management and corporate
strategy principles are focused on sustainable development values.
Firm in the conviction that corporate social responsibility is a source
of value in the long term, ANF Immobilier anticipates developments in
the regulatory framework and is consistently at the forefront of current
trends in the construction market with respect to energy regulations,
green leases, optimizing the sanitation efficiency of its buildings, and
high environmental quality (HQE) certification for its new projects – all
areas that the Company explores and masters.
Remarks by Utopies, strategy and sustainable
development consulting firm
“We are pleased to have provided support to ANF Immobilier in
its CSR strategy for more than two years, and point to it as an
example for the pragmatism and efficiency of its policy. It has a
unique view of sustainable development, placing it at the heart of
its business strategy and involving all employees in a practical and
dynamic approach.
ANF has gradually adopted environmental challenges – control of
energy consumption, improvement of comfort and health targets,
urban integration – as fundamental to the running of its business.
It constantly endeavors to optimize its performance in this area, and
in all aspects of CSR: governance, social and societal commitment,
awareness-building and training of employees and reporting. Its CSR
strategy is the opportunity to implement a range of projects and to
share best practices, which are a source of pride in the Company.”
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Remarks by Ghislaine Seguin, Head of Real
Estate, member of the Executive Board
“ANF Immobilier will operate increasingly responsibly in the city
centers where it is present, implementing the best environmental
solutions. Whether in Lyon or Marseille, the Company works with
local associations on social issues, such as access to the labor force
for the disadvantaged.
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Our commitment to sustainable development is manifest at all levels
and is long-term.”
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New projects
New development projects
Acquisition and Renovation of MilkyWay, PEQA-BBC
Accredited (High energy efficiency and associated
quality, low energy consumption building)
Located in the new Confluence district in Lyon (second district), in
the immediate vicinity of Perrache TGV rail station, Milkyway is an
office building that will deliver a total net rental area of 4,400 sqm
once its renovation is complete. ANF Immobilier acquired Milkyway
in November 2011 and delivery is expected at end-December 2012
or early in 2013.
Selected by the SEM Lyon Confluence as its first pilot eco-urban
renewal project, Milkyway aims to become the benchmark for energy
efficiency with PEQA-BBC accreditation (high energy efficiency and
associated quality, low energy consumption building – PEQA – BBC).
The Rive Neuve project – a pilot renovation site
The Rive Neuve project located at the Vieux-Port, Marseille’s most
emblematic sector, involves the renovation of 3,300 sqm of offices and
retail space. For this project, ANF Immobilier has decided to adopt
the framework of HQE renovation certification and aims to obtain
the BBC Rénovation EFFINERGIE label, a first in the services sector
in France. The operation obtained certification from NF Bâtiments
Tertiaires démarche HQE en Rénovation (high environmental quality
renovation) in 2010.
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With ambitious objectives in terms of urban integration, comfort and
energy management, the project presents a range of solutions in line
with the requirements of sustainable development in a Mediterranean
climate.
IV
This project is a pilot project for the future renovation of city-center
properties.
Milkyway is a showcase project for the Confluence area and a sterling
example of the extremely successful renovation of a services building.
Partnerships
V
The sponsoring partnership with the CREPI
Méditerranée et Générations Solidarité
2010 provided an opportunity for ANF Immobilier to establish its
partnership with the CREPI (Club Régional d’Entreprises Partenaires
de l’Insertion), which supports people to return to work in the PACA
(Provence-Alpes-Côtes d’Azur) and Rhône-Alpes region. A bridge
towards employment, the CREPIs assist more than 2,000 people
each year and they generate nearly 1,000 employment solutions a
year across France. Générations Solidarités is also a partner in this
initiative. They bring together retired and active volunteer workers
from all professional backgrounds and they have a real expertise
in sponsoring.
The sponsoring set up with ANF Immobilier’s volunteers aims to
create a privileged relationship with jobseekers vis-à-vis their
individual professional objectives. Thanks to their regular meetings
(two hours every two weeks for six months) the sponsors offer their
assistance in seeking jobs and/or internships or work experience
within businesses or trades. They share their knowledge of the
professional environment.
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The past two years have seen 12 sponsors mentor 14 people in
Marseille and then Lyon.
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Remarks by Charles d’Harcourt, Chief Legal Officer
and sponsor in the partnership with CREPI
The initiative taken by ANF Immobilier’s general management in
signing an agreement with the CREPI Méditerranée demonstrates its
commitment to social action to promote integration in the workforce.
I committed to the project and became a sponsor for underprivileged
young people who experience difficulty entering the job market.
As sponsors, we feel that ANF provides real support, insofar as we
can meet our sponsorees in our offices, during working hours. The
challenge of the sponsor’s job is to find the time needed to meet
their sponsorees and to digest the information they receive. It can
also be complex to position oneself as a sponsor relative to other
structures already involved, such as the Pôle Emploi, the French
national employment service, or the Conseil général. The young
people do not necessarily initially understand the important role we
can play in facilitating access to employment.
Sponsorship is a source of great pride, stemming from the impression
of opening up the world of work to young people, who would
otherwise have difficulty in securing employment. I think that it is also
an enriching experience for sponsors who learn to look differently on
a social reality they may otherwise only come across in the context of
their work on the Company’s real assets in Marseille. It gives us the
feeling of giving a little back and of contributing to “living together”
From the sponsoree’s point of view, the experience usually provides
the opportunity, after the first meetings designed to create a climate
of trust, to approach the business world in a positive framework,
which helps to take some of the drama out of jobseeking.
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This support initiative really reinforces our pride in belonging to a
company that allows employees involved in the scheme to work
towards goals other than financial ones and to play a role in
integrating the Company into the social fabric of the community. This
is something I speak a lot about to those around me, especially
outside work, to tell people about the association, its goals and the
work it does. I am really keen to continue my investment in this type
of project. After my first sponsorship assignment, I am now mentoring
a young and very dynamic metal turning and trimming operator who
is very actively seeking employment.”
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Support for sport in the city (sport dans la ville) association
Created in 1998, the goal of the “Sport in the City” association is to
foster the social and professional integration of underprivileged young
people, through the establishment of sport centers in disadvantaged
neighborhoods. A total of 20 sites have already been created in the
Rhône-Alpes region, and each week 2,800 youths, aged 7 to 20,
come to practice soccer, basketball, and rugby, free of charge.
The association is also responsible for the creation of the
“Entrepreneurs in the City” (Entrepreneurs dans la Ville) program,
which is a business-creation program that targets, as a priority, young
people aged 20 to 30 from the disadvantaged neighborhoods where
“Sport in the City” is present. The program provides support to young
people who have a business-creation idea to flesh out their ideas
with the help of structured backing.
IV
Convinced of the value of diversity in the urban context and its ability
to fulfill its aims of integration though sport, ANF Immobilier supports
the association in its various missions.
V
Headline actions to promote sustainable
development
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Employees’ seminar
Sustainable Development Awards
2011 Seminar
ANF Immobilier’s sustainable development commitments were
formally expressed during a seminar organized in Marseille for all
the Company’s teams on April 6, 2011. The seminar featured a playful
but pragmatic approach to the subject.
Goals of the seminar
The day-long event had two objectives:
• raise awareness amongst the teams and our businesses of the
challenges of sustainable development for the Company;
• together define practical and ambitious steps to continue the
actions undertaken by the Company for the past two years; eight
headline actions were selected.
Operations
At the end of the seminar, eight teams worked for five months with the
support of specialist sustainable development consultants to prepare
for the roll-out of their headline action plan in 2012.
The format for this work was founded on the following principles:
• involvement of all ANF Immobilier employees;
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• tight cooperation between the different local teams;
• working group to work completely independently of management.
On December 15, each group presented the results of their work
and justified the launch of their action plan to a panel made up of
the Executive Board and consultants.
Sustainable Development awards were presented to the two winning
groups, according to criteria that included teamwork, pragmatism
and creativity. In April, the winning groups will visit eco-neighborhoods
in Copenhagen and Malmö.
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Headline actions
1. Establish an action plan to reduce water consumption in the
Company’s properties
Preliminary assessment and feasibility analysis to implement
technical water-saving solutions prior to roll-out in all properties.
2. Draw up and implement the low environmental impact site
charter.
Define the key principles of a responsible site and the methods
to use to raise awareness of service providers to ensure its
application.
3. Participate in the planning of ANF Immobilier’s offices in
Marseille.
Improve usage quality, reduce energy consumption and improve
the efficiency of lighting in ANF Immobilier’s offices in Marseille.
4. Reduce paper consumption.
Put forward an overall action plan to reduce paper consumption
in the Company based around a humorous communication
campaign.
5. Set up cardboard sorting in the businesses on Rue de la
République in Marseille.
Involve Marseille’s retail businesses and the urban community in
organizing cardboard sorting and collection solutions on one of
the city’s main retail thoroughfares.
6. Draw up and distribute the Green Tenant’s Guide.
Provide a new guide for tenants with 20 practical ideas to
implement in their homes.
7. Prepare the induction pack for new employees.
Prepare a guide for new employees, explaining how the Company
operates, their rights and benefits and an overview of the real
estate portfolio.
8. Organize the 2012 Sustainable Development seminar.
Organize a group ecology action in the coves.
Results
The work by our teams demonstrated not only the commitment of
ANF Immobilier’s employees to sustainable development, but also
their pragmatic and creative spirit.
The eight projects outlined above will be implemented beginning
in 2012.
What the two winning groups had to say
Remarks by Anne-Laure Valette, Lyon Asset Manager, and Éric
Costamagno, Sales and Management department Director, in
charge of producing the Responsible Tenant’s Guide
“We chose to work on the Responsible Tenant’s Guide, because
of the very practical nature of the initiative, which we can put into
practice with our clients on a daily basis.
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To work on the project successfully at the same time as our other
tasks, it was important to find the time, give it priority at certain times
and motivate the team as a whole – which was possible since the
Executive Board considered this project to be of key importance.
We felt that we had the full support of ANF Immobilier and the
assistance provided by Utopies was also important. The synergy
we created between the Marseille and Lyon sites contributed to the
success of the project. Working together as a team enhanced our
knowledge and understanding of the specific features of each site.
Each department provided its own vision and expertise.
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It was also essential to prepare a mock-up of the project. One of
the most complex aspects was to integrate the technical, regulatory,
and commercial issues with sustainable development to produce a
consistent and effective Guide. We are truly proud of what we have
achieved: a print-ready, attractive, well-designed and effective Guide,
suitable for everyday use.
In our job, sustainable development starts from the design stage of
a building and continues through construction and, perhaps most
of all, during building use. Our Guide focuses on this fundamental
dimension.”
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Remarks by Brigitte Kress, Management Assistant, Georges
Caracciuolo, IT Manager, and Jean-Annet de Saint-Rapt, Asset
Manager, in charge of defining a responsible paper management
policy
“Our decision to work on the sustainable management of paper
project was guided by the familiar saying, “Charity begins at home.”
In fact, ANF Immobilier is aware of the challenges of sustainable
development and committed to it in its business. It needed actions
within the Company to demonstrate that its efforts could also extend
outside its core business, real estate.
V
We really felt that ANF Immobilier fully supported our efforts, inasmuch
as the Company left us completely free to do our work as we saw
fit and to propose what we considered to be the most appropriate
solutions. It showed full confidence in us to examine and implement
the solutions. Over a series of meetings, we were able to gradually
focus on the issue and associated challenges with increasing
accuracy and to extend the scope of our proposals to make them
more realistic. The tasks assigned to each member of the Group were
agreed jointly and the results of each individual’s efforts were shared
at every meeting. Collaboration with colleagues from different teams
involved in very different aspects of the Company was particularly
fruitful. Our complementary approaches and points of view certainly
contributed to the development of our final proposal. The main
difficulty was finding the time to meet, despite working in different
jobs and at different sites, and of course our very busy diaries!
VI
VII
We are very proud to have raised awareness throughout the Group
by presenting a very clear picture of paper consumption relative to
the number of trees felled and the consequences of excessive paper
consumption for the environment. It is not yet possible to measure
changes in behavior since our presentation, but we plan to monitor
developments. We are really keen to continue our involvement in
this type of project.
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I
4
Contents
We want our project to be both very practical and feasible for
everybody. For example, we have suggested eliminating individual
printers. The project sets out to provide a very visible marker of the
commitment to sustainable development of ANF Immobilier and of
each and every member of staff.”
“The team I supported was very motivated from the outset of
the project and proposed a lot of ideas. This award provided the
opportunity to mobilize the Group, which demonstrated real creativity
in what may come across as the barren area of paper management,
with succinctly used humor as the main theme.
Quotes from the consultants who worked to support
the teams
The team worked on this project in addition to their usual work.
They built an enthusiastic momentum and the entire team clearly
demonstrated that active and committed participation could help to
create a personal and realistic approach to sustainable development.
We are very far from an imposed and restrictive sustainable
development policy. Moreover, this Group reflects the degree of
investment in corporate social responsibility of the Company as
a whole. The diversity of projects submitted for the Awards on
December 15 is further evidence of the success of the Company’s
investment in CSR.”
Producing a Responsible Tenant’s Guide is no easy matter, since it
means being convincing but not moralizing, finding good examples
and the right tone to encourage people to change their behavior.
This project also required a good knowledge of a range of issues,
some of them technical: air quality, energy efficiency, etc. Despite the
limited time available to them, personnel all become very involved
in this complex task and produced a high-quality document, which
I hope will help to raise awareness among tenants, reiterating
ANF Immobilier’s commitment.”
II
III
Michel de Villanfray, Bazin Immobilier
Annabelle Richard, Utopies
IV
Human Resources
Informing and awareness building
Profit-sharing
In addition to the annual seminar and training-action through our
headline action plans, employees also received a dedicated quarterly
newsletter informing them specifically about sustainable development
news in the real estate sector.
ANF Immobilier made the decision to offer profit-sharing to its
employees.
Short and inspiring articles cover themes such as regulatory
developments, emerging concepts in sustainable building and CSR
best practices for companies in all sectors.
Agreements
ANF Immobilier applies a sector agreement since 2009 to promote
the employment of older people.
V
A profit-sharing agreement, which was renewed for the period 2011
to 2013, gives all personnel who have been with the Company for
at least three months a share in its profits.
Savings
The Company has set up a company savings plan (PEE), a time
savings account (CET) and a Group pension plan (PERCO) enabling
its employees to build up savings.
VI
A specific action plan related to a parity agreement is currently being
drawn up.
Projects for 2012
Work in 2012 will continue the momentum created by the Sustainable
Development awards: the eight headline actions will be rolled out
by the pilot working groups, with the support of management. The
VII
seminar in April will provide the opportunity for a progress report on
current projects and to lay the structure for the 2013 action plan.
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Key Figures
4
Contents
10. Key Figures
II
SIMPLIFIED INCOME STATEMENT (IFRS)
Please see Note 18 to the 2011 consolidated financial statements.
(€ millions)
2011
2010
% change
2009
Rental income
83.6
69.1
20.9%
65.1
B&B
33.1
32.7
30.9
City center
42.7
36.4
34.1
Recurring rents*
75.7
69.1
9.6%
Net operating expenses
(5.0)
(4.3)
16.3%
(5.1)
Administrative expenses
(9.0)
(8.3)
9.0%
(8.2)
EBITDA
69.6
56.6
23.0%
51.8
Recurring EBITDA*
61.7
56.6
9.1%
51.8
Financial expenses
65.1
(17.8)
(17.6)
0.8%
(16.2)
Cash-flow
51.8
38.9
33.0%
35.6
Recurring cash flow*
43.9
38.9
12.9%
Change in fair value
44.9
37.1
(87.3)
Other
(0.9)
(1.2)
(2.3)
Net income
95.8
74.9
(54.0)
3.9
3.2
3.3
ICR
III
IV
35.6
Cash flow per share (€)
1.89
1.43
32.6%
1.34
Recurring cash flow per share (€)
1.60
1.43
12.6%
1.34
Average number of shares (in millions)**
27.4
27.3
V
VI
26.5
* Recurring rent is restated for the back-payment of rent by Le Printemps for the previous fiscal year totaling €7.8 million.
SIMPLIFIED BALANCE SHEET (IFRS)
Please see Note 17 to the 2011 consolidated financial statements.
(€ millions)
12/31/2011
12/31/2010
% change
12/31/2009
Property
1,650
1,573
4.9%
1,504
513
492
474
City center
1,137
1,081
1,030
Net debt
(482)
(460)
(10)
(13)
1,158
1,101
(39)
(35)
1,119
1,065
73
65
Loan to value (%)
29.2
29.2
NAV per share (€)
42.2
40.3
4.7%
38.9
NNNAV per share (€)
40.8
39.0
4.6%
37.8
Number of shares at end of period (in millions)**
27.5
27.3
B&B
Other items
NAV
Hedging instruments
NNNAV
Investments
4.9%
VII
(422)
(21)
5.2%
1,061
(30)
5.1%
VIII
1,031
114
28.1
27.3
IX
** Adjusted for bonus shares.
29
I
Background
4
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II
FINANCIAL INDICATORS
IFRS(1)
(€ millions)
2005
12 months
2008
12 months
2009
12 months
2010
12 months
2011
12 months
2012(Est)
12 months
Recurring rents
22.8
59.1
65.1
69.1
75.7
78.6
City-center properties
22.8
30.9
34.1
36.4
42.6
44.6
-
28.2
30.9
32.7
33.1
34.1
B&B Hotels
Recurring EBITDA
10.2
44.5
51.8
56.6
61.7
44.7%
75.1%
79.5%
81.5%
81.4%
City center properties
10.2
17.3
22.7
25.3
30.3
Margin
45%
56%
66%
70%
71%
B&B Hotels
-
27.2
29.1
31.2
31.4
Margin
-
96%
94%
95%
95%
5.7
31.5
35.6
38.9
43.9
0.34
1.25
1.34
1.43
1.60
Margin
Recurring cash flow
Per share(2)
(3)
(4)
NAV per share
21.6
Loan to value ratio
42.8
38.9
40.3
42.2
24%
28%
29%
29%
III
IV
(1) The Company has published its financial statements under IFRS since 2007.
(2) Calculated on the basis of the average number of shares during the year.
(3) NAV calculated before recognition of financial instruments at fair value.
(4) Calculated on the basis of the number of shares at the end of the year, excluding treasury stock. See Note 17 “NAV per share” to the ANF Immobilier consolidated
financial statements in Chapter V of the Registration Document.
V
11. Background
Significant events in the development of the Company’s
business
The Company as it exists today grew out of the transfer to
ANF Immobilier of property activities of companies that have
now been dissolved. Following these transfers, ANF Immobilier’s
business changed completely, so that it is now exclusively devoted
to managing property assets.
Origins of the Company’s property business
1854:
Foundation of Rue Impériale de Lyon, a limited company
(société anonyme), which was responsible for the opening
of Rue de la République, which was called Rue Impériale
at the time;
1878:
Foundation of Société Immobilière Marseillaise, bringing
together the property companies involved in the
development of the cut through from Vieux-Port to La
Joliette;
1965:
1967:
Rue Impériale de Lyon makes a successful bid for Société
Immobilière Marseillaise;
Between 1967 and 2002: At the same time as operating their
property assets, Rue Impériale de Lyon and its subsidiary,
Société Immobilière Marseillaise, gradually diversified their
business portfolio by setting up disposal and reinvestment
program, and devoting part of their cash to purchasing
shares and holding strategic investments. Through this
policy, the two companies eventually became shareholders
in Eurafrance, which became Eurazeo in 2002, following the
merger with Azeo, a subsidiary company that was formerly
known as Gaz et Eaux;
2002:
VI
Rue Impériale de Lyon bought out its subsidiary, Société
Immobilière Marseillaise, and was renamed “Rue Impériale”;
VII
VIII
The partners of Lazard Frères & Cie acquire control of Rue
Impériale de Lyon;
IX
30
I
Background
4
2004:
Eurazeo, the Company that grew out of the merger of
Eurafrance and Azeo, bought out its parent company, Rue
Impériale, and took over its real estate assets;
2005:
Eurazeo acquired 93% of ANF Immobilier from Finaxa, a
member of the Axa Group, and transferred its property
assets to the Company;
2006:
On April 28, ANF Immobilier opted for the SIIC regime, with
retroactive effect from January 1, 2006;
2007:
On October 31, ANF Immobilier bought a portfolio of
159 hotel properties in France operated by the B&B Hotels
Group under the B&B and Villages Hôtel brands, for
€471 million;
2008:
On April 11, 2008 ANF Immobilier purchased four
property complexes and nine jointly-owned premises in
Lyon for €18 million. This purchase specifically enabled
ANF Immobilier to control almost all the Haussman-style
properties on the Place de la République. Development of
the partnership with B&B. Continued investment in Lyon and
Marseille; Administrative approvals were obtained for all the
projects in Marseille and for the Mansardes project in Lyon;
2009:
ANF Immobilier sold assets worth almost €50 million in
Lyon and Marseille as part of its asset rotation policy. Five
B&B hotels were purchased for €20 million. Investments
continued in Lyon and Marseille, as did the financing of
works on certain B&B hotels;
2010:
ANF Immobilier continued to develop its projects in Lyon
and Marseille, investing a total of €64.9 million. Delivery of
two development projects in Marseille and sale of three
properties in Lyon and seven properties in Marseille. The
purchase of one B&B hotel and further investments in the
redevelopment program amounted to €11.3 million.
2011:
ANF Immobilier continued its renovation and project
development program investing in excess of €73 million
during FY 2011. Lease of the Printemps department store in
Lyon renewed, under favorable conditions for the Company.
Disposals were completed valued at more than €41 million.
First acquisition outside the Company’s historic asset base
in the Confluence district in Lyon, next to Perrache station.
Finally, ANF Immobilier gained an initial foothold in a new
city, Bordeaux.
Significant events in ANF Immobilier’s
development
ANF Immobilier, which was originally known as “Ateliers de
Construction du Nord de la France”, and then became ANF, then
ANF Immobilier, was founded in 1882.
In the first half of the 20th century, ANF Immobilier supported the
country’s industrial development by building equipment used in
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II
building and operating railways, tramway systems and other means
of transport, and by building viaducts, bridges, and sundry machines.
This industrial activity was followed by a period during which
ANF Immobilier became a holding company When Axa acquired
the Providence Group, which owned 26% of ANF Immobilier,
ANF Immobilier became part of the Axa Group. By the end of 1986,
Axa controlled 45% of ANF Immobilier’s capital through a subsidiary
company, Finaxa, which at that time was a holding company with
a portfolio of industrial and property assets, including floors in the
Tour Aurore building in the La Défense district in Paris. In 1990,
various transactions on the markets, with investors and with Axa
subsidiaries took Finaxa’s shareholding in ANF Immobilier to 93%.
Following the sale of Financière des Terres Rouges (Rivaud Group)
and of 32% of Compagnie du Cambodge (a listed company that
was part of the Rivaud Group) in 1997, ANF Immobilier’s assets only
amounted to Axa shares and six floors in the Tour Aurore building.
In October 2004 the floors in the Tour Aurore building were sold.
ANF Immobilier’s assets at the time amounted only to cash and
financial assets (primarily Axa shares).
III
IV
In May 2004, Eurazeo merged with Rue Impériale, its parent
company, and bought out the Company’s real estate assets, thus
diversifying its assets under management. Following the merger
with Rue Impériale in May 2004, Eurazeo decided to reorganize its
property division. To promote the expansion of this property business,
Eurazeo decided to turn the division and the relevant assets into a
listed subsidiary with all the resources needed to maximize the value
of those assets. The subsidiary would therefore be able to opt for
the SIIC regime. It was against this background that Immobilière
Bingen, a 99.9%-owned subsidiary of Eurazeo, acquired Finaxa’s
stake in ANF Immobilier on March 24, 2005. At the time, this stake
represented 95.45% of ANF Immobilier’s capital and 94.54% of the
Company’s voting rights. On May 4, 2005, Eurazeo transferred its
entire property division to ANF Immobilier.
V
In the final stage of these restructuring transactions, on May 9,
2005, Eurazeo transferred all the ANF Immobilier shares received
as payment for the division that it had contributed to Immobilière
Bingen, its subsidiary (under Article 210B bis of the French General
Tax Code), so that Eurazeo’s stake in ANF Immobilier’s capital was
wholly owned through this subsidiary.
VI
As a result, ANF Immobilier’s real estate assets now consist of
properties historically owned by Rue Impériale and Immobilière
Marseillaise (absorbed by Rue Impériale in 2002), and which were
built between 1850 and 1870.
VII
On October 31, 2007, ANF Immobilier completed the acquisition of
a portfolio of 159 hotel properties for €471 million, including transfer
duties and expenses. These assets are spread across the whole of
France and are operated by B&B, the third-largest French budget
hotel operator. A €300 million tranche of the transaction was financed
from part of the proceeds of ANF Immobilier’s capital increase of
October 25, 2007, which amounted to €335.1 million in total, while
the remainder was funded by bank loans.
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I
Background
4
Contents
II
Organization chart
Please see Note 19 to the 2011 corporate financial statements for the list of subsidiaries and interest percentages.
Eurazeo
99.9%
III
Immobilière
Bingen
51.6%
ANF Immobilier
45%
1-3 Rue d'Hozier
SCCV
100%
Bassin à flots
SNC
48.4%
Public*
100%
IV
ANF République
SARL
V
VI
VII
VIII
*
See Section 2, Chapter VII.
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I
Shareholder Information
4
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12. Shareholder Information
II
Share price
During 2011, the share fell 10% in value, and its total return was -6% including dividends, (source: Bloomberg).
III
Share price in €
Volumes
120,000
38
110,000
36
100,000
34
90,000
80,000
32
IV
70,000
30
60,000
28
50,000
40,000
26
30,000
24
20,000
22
10,000
11
1/
/3
12
11
0/
/3
11
11
1/
/3
10
11
0/
/3
09
11
1/
/3
08
11
1/
/3
07
11
0/
/3
06
11
1/
/3
05
04
/3
0/
11
11
1/
/3
03
11
8/
/2
02
01
/3
1/
11
10
1/
/3
12
V
0
20
ANF Immobilier
CAC 40
SBF 250
EPRA
VI
The stock price at the December 31, 2011 closing date put market capitalization at over €800 million. ANF Immobilier is listed on the CAC-Mid 100
and the SBF 250. The CAC-Mid 100 represents the 100 largest mid-caps listed on the Paris Stock Exchange.
ANF Immobilier is listed on the EPRA index since March 2012.
VII
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I
Shareholder Information
4
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II
Shareholders
34%
Free float
52%
Eurazeo
III
5%
CEPAC + BPCE
4%
CNP
5%
Generali
At the date of this Registration Document, Eurazeo held 52% of ANF Immobilier’s capital. Two other shareholders are also represented on the
Supervisory Board, namely Generali and the Caisses d’Epargne Group, each with a 5% interest.
IV
V
VI
VII
VIII
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34
I
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II
1.
CORPORATE OFFICER OFFICES
AND POSITIONS –
MANAGEMENT EXPERIENCE
AS OF DECEMBER 31, 2011
36
III
6.
EXECUTIVE AND EMPLOYEE
INTEREST IN SHARE CAPITAL
6.1
Allocation of bonus shares
70
6.2
Warrants
70
70
1.1
Members of the Executive Board
36
6.3
Stock Options
71
1.2
Members of the Supervisory Board
39
6.4
Potential Capital Ownership Resulting
from Stock Options
73
2.
3.
DECLARATIONS REGARDING
THE ADMINISTRATIVE,
MANAGEMENT, AND
SUPERVISORY BODIES
AND SENIOR MANAGEMENT
7.
52
CONFLICTS OF INTEREST IN
ADMINISTRATIVE, MANAGEMENT,
AND SUPERVISORY BODIES
AND SENIOR MANAGEMENT
52
4.
BOARD COMMITTEES
53
4.1
Committees through the Supervisory Board
53
4.2
Operating Committees
54
5.
COMPENSATION AND
ALL OBLIGATIONS
FOR CORPORATE OFFICERS
54
5.1
Principles of Compensation of Corporate
Officers
5.2
Members of the Executive Board and
Supervisory Board compensated by
ANF Immobilier
5.3
Members of the ANF Immobilier Executive
Board and Supervisory Board compensated
by Eurazeo
59
5.4
Commitments of all types undertaken
by ANF Immobilier for the corporate officers
62
5.5
Amounts of Pension and Other Employee
Benefit Obligations
62
5.6
Granting of stock options and performance
shares
64
54
8.
TRANSACTIONS PERFORMED
BY EXECUTIVES INVOLVING
COMPANY SECURITIES DURING
THE LAST FISCAL YEAR
EXCERPTS FROM THE ARTICLES
OF ASSOCIATION REGARDING
Organization and operation of the Executive
and Supervisory Boards
9.
DECLARATIONS RELATING TO
IV
74
V
75
75
81
VI
10. INFORMATION ON THE SERVICE
AGREEMENTS BINDING
THE MEMBERS OF THE EXECUTIVE
BOARD AND THE SUPERVISORY
BOARD TO ANF IMMOBILIER
OR TO ANY OF ITS SUBSIDIARIES 81
VII
56
11. RELATED-PARTY TRANSACTIONS
82
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I
Corporate officer offices and positions – Management experience as of December 31, 2011
4
Contents
1. Corporate officer offices and
positions – Management experience
as of December 31, 2011
II
III
1.1 Members of the Executive Board
On the filing date of this Registration Document, the Executive Board of ANF Immobilier is composed of three members:
Last name
First name
Business address
Position
at ANF Immobilier
Number of shares held
on 12/31/2011
Keller
Bruno
C/o ANF Immobilier
32, rue de Monceau – 75008 Paris
Chairman of the Executive 27,824(1)
Board
de Lacoste Lareymondie
Xavier
C/o ANF Immobilier
Chief Operating Officer
21,561(1)
Seguin
Ghislaine
C/o ANF Immobilier
Real Estate Director
-
IV
(1) Including shares held by persons closely connected with the individual as stated in the AMF directive of September 28, 2006.
V
VI
VII
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I
4
Name and age
Bruno Keller
57 years old
Date of first nomination
May 4, 2005
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II
Term of office expiration date March 25, 2013
Main position held outside
of ANF Immobilier
Chief Operating Officer and member of the Executive Board of Eurazeo.
Other offices and positions
held in any company
Positions and offices currently held:
Member of the Executive Board and Chief Operating Officer of Eurazeo.
Chairman of the Executive Board of ANF Immobilier.
Director of Europcar Groupe.
Chairman of La Mothe.
Chairman of the Board of Directors for Société Française Générale Immobilière (SFGI).
Manager of Eurazeo Real Estate Lux SARL (Luxembourg) and Investco 3d Bingen (Civil Company).
Chief Operating Officer of Legendre Holding 21, Legendre Holding 22, Legendre Holding 23, Legendre
Holding 26, Legendre Holding 27, Legendre Holding 28, Legendre Holding 29, and Legendre Holding 30.
Member of the Supervisory Board of Financière Truck (Investissement), Eurazeo PME, OFI Private Equity
Capital and Foncia Groupe.
Member of the Supervisory Board of Foncia Holding.
Other positions and offices held during the past five years:
Vice-Chairman of the Supervisory Board for Fraikin Groupe.
Director of Legendre Holding 18.
Chairman of Catroux, Rue Impériale Immobilier, and Société Immobilière Marseillaise.
Member of the Advisory Board for APCOA Parking Holdings GmbH (formerly Perpetuum
Beteiligungsgesellschaft mbH) (Germany).
Manager of Investco 1 Bingen (Civil Company), Investco 2 Bingen (Civil Company), BlueBirds II
Participations SARL (Luxembourg) and of EREL Capital SARL (Luxembourg; now APCOA Finance Lux).
Chief Operating Officer of LH APCOA, Legendre Holding 12, Legendre Holding 24, and Legendre Holding 25.
Permanent representative of Eurazeo on the Board of Directors of France Asie Participations.
Director of Gruppo Banca Leonardo (Italy).
Management experience
III
IV
V
Having spent 14 years working in auditing, financial management and third-party fund management,
Bruno Keller joined the Eurazeo Group in 1990 as Chief Financial Officer, and was subsequently appointed
Deputy Chief Operating Officer of Eurazeo in June 1998, then Chief Operating Officer and Member of
the Executive Board in 2002.
Bruno Keller is, notably, a Member of the Supervisory Board of Eurazeo PME, OFI Private Equity Capital,
Foncia roupe, a Member of the Supervisory Committee of Foncia Holding, and Director of Europcar Groupe.
He is a graduate from l’École Supérieure de Commerce de Rouen.
VI
VII
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I
4
Name and age
Xavier de Lacoste Lareymondie
58 years old
December 14, 2006
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II
of ANF Immobilier
-
held in any company
Chief Operating Officer and member of the Executive Board of ANF Immobilier.
Manager of ANF Immobilier République and of the SNC Les Bassins à Flots.
Director of Foncière Habitat et Humanisme and Habitat et Humanisme Développement.
None.
Xavier de Lacoste Lareymondie joined ANF Immobilier in 2006 after 12 years with AGF as the head
of real estate assets valuation, appraisals and investments. He also spent approximately 10 years serving
in the financial and operational management of real estate developers.
Name and age
Ghislaine Seguin
46 years old
December 9, 2008
III
IV
of ANF Immobilier
-
held in any company
Member of the Executive Board of ANF Immobilier.
Positions and offices held during the last five years:
None.
Ghislaine Seguin joined ANF Immobilier in 2008 as Real Estate Director and was appointed as a member
of Executive Board on December 9, 2008. She began her career in 1989 in real estate development, and
she then spent 13 years at AGF Immobilier as head of Investments, then head of Arbitration and Investments.
In 2006, she joined ING Real Estate as Deputy Director of Development.
She holds a master’s degree (Diplôme d’Etudes Appliquées) in private law and an advanced Graduate Diploma
(Diplôme d’Etudes Supérieures Specialisées) in real estate law (Paris II Assas). Ghislaine Seguin is also
a member of the “Royal Institution of Chartered Surveyors” (MRICS).
V
VI
The Executive Board meets twice a month on average. It met 24 times in 2011, with an attendance rate of 99%.
VII
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1.2 Members of the Supervisory Board
1.2.1 Composition of the Supervisory Board
on December 31, 2011
The Shareholders’ Meeting of May 17, 2011 changed the terms in
office of Supervisory Board members. ANF Immobilier’s Supervisory
Board adopted a provision in its Internal Rules of Procedure with a
view to organizing the gradual renewal of the terms of office of its
members. During its meeting held on December 14, 2011, the Board
drew lots to determine the members to be reappointed first
For information, the results of the draw are as follows:
• terms of office of the following Supervisory Board members will
expire at the end of the Shareholders’ Meeting on May 3, 2012:
• the terms of office of the following Supervisory Board members
will expire at the end of the Ordinary Shareholders’ Meeting to be
held in 2013:
• Alain Lemaire,
• Jean-Luc Bret,
III
• Fabrice de Gaudemar,
• Isabelle Xoual;
• the terms of office of the following Supervisory Board members
will expire at the end of the Ordinary Shareholders’ Meeting to be
held in 2014:
• Patrick Sayer,
• Bruno Bonnell,
• Philippe Audouin,
• Éric Le Gentil,
IV
• Sébastien Bazin,
• Philippe Monnier,
• Jean-Pierre Richardson.
• Théodore Zarifi;
Last name
First name Business address
Position at
ANF Immobilier
at December 31, 2011
Sayer
Patrick
C/o Eurazeo
Chairman(1)
35,578*
Lemaire
Alain
C/o ANF Immobilier
Vice-Chairman(2)
273
Audouin
Philippe
C/o Eurazeo
2254
Bazin
Sébastien
C/o Colony Capital LLC
6, rue Christophe-Colomb – 75008 Paris
250
Bonnell(3)
Bruno
C/o ANF Immobilier
250
Bret
Jean-Luc
C/o La Croissanterie
5, rue Olof-Palme – 92587 Clichy Cedex
2586
de Gaudemar
Fabrice
C/o Eurazeo,
365
Le Gentil(4)
Éric
C/o Generali France Assurances
7/9, boulevard Haussmann – 75309 Paris Cedex 09
262
Monnier(4)
Philippe
C/o Unibail Rodamco
7, place du Chancelier-Adenauer – 75016 Paris
262
Richardson
Jean-Pierre
C/o Richardson
2, place Gantès – BP 1917 – 13225 Marseille Cedex 20
279
Xoual
Isabelle
C/o Lazard Frères Banque
121, boulevard Haussmann – 75008 Paris
250
Zarifi(4)
Théodore
C/o Zarifi Gestion
10, rue du Coq – BP 47 – 13191 Marseille Cedex 20
274
Number
of shares held on
December 31, 2011
V
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VII
VIII
* Including shares held by persons closely connected with the individual as stated in the AMF directive of September 28, 2006.
(1) The Supervisory Board appointed Patrick Sayer as Vice-Chairman of the Supervisory Board during its meeting of February 16, 2012.
(2) The Supervisory Board appointed Alain Lemaire as Chairman of the Supervisory Board during its meeting of February 16, 2012.
(3) Member whose term of office renewal is not submitted for approval at the Shareholders’ Meeting on May 3, 2012.
(4) Members whose term of office renewal is submitted for approval at the Shareholders’ Meeting on May 3, 2012.
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Name and age
Patrick Sayer
Chairman of the Supervisory Board(1)
54 years old
March 4, 2005
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Term of office expiration date 2014
of ANF Immobilier
Chairman of the Eurazeo Executive Board.
held in any company
Chairman of the Eurazeo Executive Board.
Chairman of the Supervisory Board of ANF Immobilier.
Chairman of the Board of Directors of Europcar Groupe.
Member of the Advisory Board of APCOA Parking Holdings GmbH (Germany).
Director of Holdelis, Gruppo Banca Leonardo (Italy), Accor, Edenred, Colyzeo Investment Advisors
(United Kingdom), and Moncler Srl (Italy).
Chief Operating Officer of Legendre Holding 19, Immobilière Bingen, and Legendre Holding 8.
Manager of Investco 3d Bingen (Civil Company).
Chairman of Eurazeo Capital Investissement (formerly Eurazeo Partners).
Vice-Chairman of the Supervisory Board for Rexel SA.
Vice-Chairman of the Supervisory Board of ANF Immobilier.
Manager of Euraleo Srl (Italy).
Permanent representative of ColAce SARL on the Supervisory Board of Groupe Lucien Barrière.
Chairman of the Board of Directors for Legendre Holding 18.
Chairman, Vice-Chairman and member of the Supervisory Board of Groupe B&B Hotels.
Chairman of the Supervisory Board of Fraikin Groupe.
Chairman of the Board of Directors of BlueBirds Participations SA (Luxembourg).
Director of Rexel Distribution, Eutelsat, Eutelsat Communications, Ipsos, RedBirds Participations (Luxembourg),
Rexel (formerly Ray Holding), Ray Acquisition, and the SASP Paris-Saint Germain Football.
Chief Operating Officer of Legendre Holding 11.
Member of the Supervisory Board of Presses Universitaires de France and the SASP Paris-Saint Germain
Football.
Chairman of the French Private Equity Association (AFIC).
Senior Partner of Partena.
Manager of Investco 1 Bingen (Civil Company).
Chairman of the Advisory Board of APCOA Parking Holdings GmbH (formerly Perpetuum
Beteiligungsgesellschaft mbH) (Germany).
Chairman of the Supervisory Board of APCOA Parking AG (formerly AE Holding AG) (Germany).
Patrick Sayer, Chairman of the Eurazeo Executive Board, was appointed in May 2002 to lead a new phase
of development for the Company.
Previously, he was a Senior Partner of Lazard Frères et Cie in Paris, who he joined in 1982, and Managing
Director of Lazard Frères & Co in New York, where he was mainly global head of media and technology.
His experience in private investment dates back to the creation of Fonds Partenaires, which he supported
from 1989 to 1993.
Patrick Sayer is Vice-Chairman of the Supervisory Board of ANF Immobilier and Rexel, member of the Advisory
Board for APCOA Parking Holdings GmbH, Director of Accor, Edenred, Elis, Europcar Groupe and the Grand
Théâtre de Provence, member of the Board of Directors of Gruppo Banca Leonardo and Moncler (Italy),
former Chairman (2006-2007) of the French Private Equity Association (AFIC), member of the Policy Board
for France-Investissement, Director of the Paris Musée des Arts Décoratifs, and member of the legal think-tank,
Club des Juristes.
Patrick Sayer is a graduate of École Polytechnique (1980), the École des Mines de Paris (1982),
and the Centre de formation des analystes financiers (Financial analysts training center).
(2) Patrick Sayer resigned from his position as Chairman of the Board of Directors of Europcar Groupe SA on February 13, 2012.
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Name and age
Alain Lemaire*
Vice-Chairman of the Supervisory Board(3)
62 years old
May 14, 2008
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of ANF Immobilier
Director of companies.
held in any company as of
December 31, 2011
Vice-Chairman of the Supervisory Board of ANF Immobilier.
Director of Banca Carige (Italy), BICEC (Cameroon), BCI (Congo), and PITCH SA.
Chairman of the Board of Directors and of the Compensation Committee of Banque Palatine.
Chairman of the Board of Directors for Meilleurtaux, BPCE Domaines, and Oterom.
Director and Co-Chairman of the Audit Committee for Nexity.
Member of the Executive Board and Chief Operating Officer for BPCE.
Member of the Executive Board and Chief Operating Officer for CNCE.
Chairman of the Executive Board for CEPAC.
Chairman of the Board for Crédit Foncier de France, Banque Palatine, SOCFIM, CGE Capital, CGE Fidélisation,
Erixel, Natixis Asset Management and FLCP.
Director/member of the Supervisory Board of Crédit Foncier de France, Natixis (permanent representative
of CNCE), Natixis Epargne Financière Gestion, Erilia, Banque Privée 1818, CNP Assurances, Écureuil Vie
Développement, Nexity, GCE Capital, CGE Domaines and SOPASSURE, Caisse d’Epargne Participations
(permanent representative of BPCE), Marseille Aménagement, Banque de la Réunion (permanent representative
of CEP PAC), Banque des Antilles Françaises (permanent representative of CEP PAC), Banca Carige,
La Chaine Marseille – LCM (permanent representative of CEP PAC), Proxipaca Finance (Management Board),
Financière Océor (permanent representative of CEPAC), Viveris Management, Viveris (Management Board),
Caisse Nationale des Caisses d’Épargne (CNCE), and Arpège.
Vice-Chairman of the Supervisory Board of Écureuil Gestion and Écureuil Gestion FCP.
Manager of SCF Py & Rotja.
Non-voting member of The Yunus Movie Project Partners.
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With a Master in public law and former student of the École Nationale des Impôts and École Nationale
d’Administration, Alain Lemaire began his career at the Caisse des Dépôts et Consignations and
Crédit Local de France.
Member of the Executive Board of CLF since 1991, he became a member of the Executive Committee
of the CDC in 1993. He joined the Caisse d’Epargne Group in 1997 as a member of the Executive Board
of the CENCEP (the body that gave rise to the CNCE in 1999).
Having held the position of Chief Operating Officer of Crédit Foncier from 1999 to 2002, he was appointed
Chairman of the Executive Board of Caisse d’Epargne Provence Alpes Corse in 2002.
He has been a member of the Supervisory Board of the Caisse Nationale des Caisses d’Epargne since 2002
and was appointed Chief Operating Officer in October 2008.
In 2009, he was appointed as a member of the Executive Board and Chief Operating Officer in charge
of the Caisses d’Epargne network when BPCE was created (new central body resulting from the integration
of the Caisses d’Epargne and Banques Populaires networks).
Advisor to the Chairman of the Executive Board for BPCE from 2010 to June 2011.
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* Independent member.
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Name and age
Philippe Audouin
55 years old
May 4, 2005
Contents
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of ANF Immobilier
Member of the Eurazeo Executive Board and Chief Financial Officer of Eurazeo.
held in any company
Member of the Eurazeo Executive Board and Chief Financial Officer of Eurazeo.
Member of the Supervisory Board of ANF Immobilier.
Chairman of the Board of Directors of Holdelis and Europcar Groupe.
Vice-Chairman of the Supervisory Board of APCOA Parking AG (formerly AE Holding AG) (Germany).
Managing Director of Perpetuum MEP Verwaltung GmbH (Germany).
Member of the Advisory Board of APCOA Parking Holdings GmbH (Germany).
Chairman of Immobilière Bingen, Ray France Investment, Legendre Holding 8, LH APCOA,
Legendre Holding 19, Legendre Holding 21, Legendre Holding 22, Legendre Holding 26, Legendre Holding 27,
Legendre Holding 28, Legendre Holding 29, and Legendre Holding 30.
Chief Operating Officer for Legendre Holding 25, La Mothe, and for Eurazeo Capital Investissement
(formerly Eurazeo Partners).
Managing Director of Eurazeo Services Lux (Luxembourg).
Manager of Eurazeo Italia (Italy).
Permanent representative of Eurazeo on the Board of Directors for SFGI.
Vice-Chairman of the Supervisory Board of Groupe B&B Hotels.
Member of the Supervisory Board of Ray Acquisition SCA.
Chief Operating Officer of Legendre Holding 18 and Catroux.
Chairman of the Board of Directors for France Asie Participations.
Director of Legendre Holding 18 and BlueBirds Participations SA (Luxembourg).
Chairman of Rue Impériale Immobilier, Legendre Holding 25, Legendre Holding 11, Legendre Holding 24,
RedBirds France, Legendre Holding 12, Legendre Holding 7 and Legendre Holding 23.
Manager of Investco 2 Bingen (Civil Company) and Legendre Holding 15.
Member of the Advisory Board for Perpetuum Beteiligungsgesellschaft mbH (now APCOA Parking
Holdings GmbH) (Germany).
Managing Director of APCOA Group GmbH (formerly Perpetuum Holding Management GmbH) (Germany).
Philippe Audouin began his career by creating and developing his own company for nearly ten years.
After selling it, Philippe Audouin worked in Germany as Chief Financial Officer and Signing Officer (“Prokurist”)
of the first joint venture between France Telecom and Deutsche Telekom. From 1996 to 2000, Philippe Audouin
was Director of Finance, Human Resources and Administration of France Telecom’s Multimedia division. He was
also a member of the Supervisory Board of PagesJaunes. From April 2000 to February 2002, Philippe Audouin
was Chief Financial Officer of Europ@Web (Groupe Arnault). He also taught for five years at the HEC Business
School as a lecturer, then as associate professor for third-year students in the “Entrepreneurs” program.
Philippe Audouin joined Eurazeo in 2002.
Philippe Audouin is a member of the Eurazeo Executive Board and Chief Financial Officer for Eurazeo. He is also
a member of the Supervisory Board of ANF Immobilier, Chairman of Immobilière Bingen, Director of Europcar
Groupe, Holdelis (Elis), and Vice-Chairman of the Supervisory Board for APCOA Parking AG (Germany).
Philippe Audouin is a graduate of the École des Hautes Études Commerciales. He is a member of the Advisory
Committee of the French Accounting Standards Authority (ANC) and Vice-Chairman of the DFCG.
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Name and age
Sébastien Bazin*
50 years old
May 4, 2005
Contents
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Term of office expiration date
2014
of ANF Immobilier
Principal & Chief Executive Officer Europe of Colony Capital LLC.
held in any company
Positions and offices currently held
Chairman and Chief Operating Officer of Société d’Exploitation Sports et Évènements SA and
of Holding Sports et Évènements SA.
Director of Carrefour, Accor, Edenred, Moonscoop IP SA, La Tour Réseau de Soins SA (Switzerland)
and Permanence de la Clinique de Carouge (Switzerland).
Chairman of BAZEO EUROPE SAS, Colony Capital SAS, Colfilm SAS, and Colillkirch France SAS.
Chief Operating Officer of Toulouse Canceropole SAS and COLSPA SAS.
Manager of CC Europe Invest SARL and La Tour SARL.
Senior Partner of Nina SC.
Managing Director of Sisters Soparfi SA (Luxembourg).
Permanent representative of Colony Capital SAS as Chairman of ColSpa SAS.
Chairman of the Supervisory Board of Paris Saint Germain Football.
Vice-Chairman of the Supervisory Board for Buffalo Grill and Groupe Lucien Barrière.
Permanent representative of Colony Capital SAS as Chairman of ColSpa SAS.
Chairman of ColWine SAS, Colbison SAS, SAIP, SAS Spazio, Coladria SAS, Front de Seine Participations,
Lucia Investissement SAS, and RSI SA (Belgium).
Manager of Colmassy SARL, Colony Santa Maria SNC, Colony Le Chalet EURL, Colony Santa Maria EURL,
Colony Pinta SNC, Immobilière Lucia et Compagnie, Lucia 92 et Compagnie, and Immobiloisir Serre Chevalier.
Chairman and Chief Executive Officer of Lucia SA.
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Sébastien Bazin began as a financial analyst at Moseley Hallgarten, Eastbrook & Weeden Inc. in Paris
(1982-1984), then went on to hold positions as Director in charge of investments in shares of listed companies
at Frates Group in New York, (United States) (1985-1986); Advisor to the Chairman and Chief Operating
Officer and member of the Executive Committee of Kaiser Aluminum Inc. in San Francisco, (United States)
(1987-1988); Partner of the Mergers and Acquisitions department at PaineWebber Inc. in New York,
(United States) (1988-1989); Vice-Chairman in charge of mergers and acquisitions in Europe of PaineWebber
International in London, (United Kingdom) (1989-1990); Deputy Director of Hottinguer Rivaud Finances
(1990-1992); Executive Vice-President of Finance (1992-1994) and Chief Operating Officer (1994-1997)
of Immobilière Hôtelière SA.
He joined the Colony Group in 1997 where he was Chief Operating Officer of Colony Capital SAS before
becoming Executive Chief Operating Officer of Colony Europe in 1999.
He holds an undergraduate degree in Economics and a Masters degree in Management from the Université
de Paris Sorbonne.
Sébastien Bazin holds the following offices: Chairman and Chief Operating Officer of SESE
(Société d’Exploitation Sports et Événements) and HSE (Holding Sports et Événements), Director
(Limited Company with a Board of Directors) of Accor, Carrefour and Moonscoop, member of the Supervisory
Board of ANF Immobilier, Chairman (SAS) of Colfilm, Bazeo Europe SAS, and Colony Capital SAS,
Chief Operating Officer (SAS) of Toulouse Canceropole and COLSPA SAS, Manager (SARL) of CC Europe
Invest, Director (SAS) of Moonscoop (SAS).
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Name and age
Bruno Bonnell*(4)
53 years old
May 14, 2008
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of ANF Immobilier
Chairman and Chief Executive Officer of Sorobot SA.
held in any company
Director of the Danone Group, Robopolis and April.
Member of the Management Board of Pathé.
Chairman of Sorobot SAS, Awabot SAS, and of I-Volution SAS.
Member of the Supervisory Board of Eurazeo and ZSLIDE.
Chairman of the Board of Directors of Infogrames Entertainment.
Chairman of I-Volution SA and Robopolis SA.
Chairman of the Board of Directors and Chief Executive Officer of Atari, Inc. and California US Holdings, Inc.
Director of Atari Interactive, Inc.
Director of California US Holdings, Inc., Infogrames France, and Infogrames Europe.
Permanent representative of Infogrames Entertainment as Chairman of Atari Europe and Eden Studio.
Permanent representative of Atari Europe as Chairman of Atari France.
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Bruno Bonnell holds a degree in Engineering from CPE and a Master’s in Economics from Université
Paris Dauphine. In 1983, he founded Infogrames, which bought out ATARI in 2000 to become one
of the leading international video gaming companies. Since 2007 he has chaired ROBOPOLIS, the leading
service robotics company in Europe.
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Name and age
Jean-Luc Bret
65 years old
May 4, 2005
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of ANF Immobilier
Chairman and Chief Operating Officer of La Croissanterie SA.
held in any company
Member of the Supervisory Board of OFI Private Equity Capital.
Chairman and Chief Operating Officer of La Croissanterie SA.
Chairman of the Executive Board of LC Holding SA, Le Goût du Naturel.
Manager of SNC La Croissantière Forum des Halles, La Croissanterie La Défense, La Croissantière
Saint Michel, La Croissantière Poissonnière, La Croissantière Temple, La Croissantière Bretigny, La Croissantière
Rennes Alma, La Croissantière Aquitaine, La Croissantière Poitou Charentes, La Croissantière Centre Loire
Nord, La Croissantière Savoie, La Croissantière Jura, La Croissantière Normandie, Saint-Georges, Au Pain
Chaud, Croissant Sud-Est, Le Croissant Fourre de Lille, Le Croissant Fourre de Noyelles, Le Croissant Fourre
de Valenciennes.
Manager of SARL Espaces Délices, Portet Délices, King Corner, Labège Délices, Taras, Food Consortium.
Chairman of SAS Café La Croissanterie, SAS Les Amis de la Croissanterie.
Chairman of La Croissanterie Ltd (Ireland), Executive INNS Ltd (Ireland).
Sole Director of La Croissanterie Italia Srl (Italy).
Manager of Sociedade Alimentar de Croissants Lda (Portugal), A Croissanteria de Paris Lda (Portugal).
Chairman of PROCOS – Federation for Urban and Retail Development (Fédération pour l’Urbanisme
et le Développement du Commerce spécialisé).
Chairman of ADEC – Association for the Development of Business and Management Education
(Association pour le Développement de l’Enseignement commercial et de la gestion), manager of ISTEC –
Institute of Higher Education in Business and Marketing (Institut Supérieur des Sciences, Techniques
et Economie Commerciales).
Vice-Chairman of CNCC – National Council of Business Centers (Conseil National des Centres Commerciaux).
None.
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Jean-Luc Bret is the Founding Chairman of La Croissanterie SA since 1977, which currently has 180
stores in France, Ireland, Italy, and Belgium. With his concept established in shopping centers, city centers,
train stations, and on highways, La Croissanterie welcomes over 100,000 customers every day for a morning
break (pastries, fruit juice, cappuccino, etc.), at lunch (sandwiches, salads, hot dishes, desserts, etc.) and
for an afternoon break (pastries, gourmet coffees, muffins).
A graduate of ISTEC – Institute of Higher Education in Business and Marketing (Institut Supérieur des Sciences,
Techniques et Économie Commerciales) in 1968, he managed the industrial bakery BLE OR SA until 1977.
In addition, Jean-Luc Bret is Chairman of PROCOS, Federation for Urban and Retail Development (Fédération
pour l’Urbanisme et le Développement du Commerce spécialisé), assembling more than 250 of the largest
companies in France (37,000 points of sale, 460,000 jobs and €62 billion in revenues) and is signatory
to the agreement to create and apply the commercial rental index (ILC); signatory to the Business Environmental
Annex. He is Chairman of the ISTEC – a five -year program whose diploma is endorsed by the French Ministry
of Education, Vice-Chairman of the CNCC, National Council of Business Centers (Conseil National des Centres
Commerciaux) and also participated in the Joint Commission to draft the “Landlord-Tenant” code of conduct.
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Name and age
Fabrice de Gaudemar
38 years old
May 6, 2010
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of ANF Immobilier
Member of the Eurazeo Executive Board.
held in any company
Member of the Eurazeo Executive Board.
Member of the Supervisory Board of ANF Immobilier and OFI Private Equity Capital.
Permanent representative of Eurazeo on the Board of Directors of Europcar Groupe.
Vice-Chairman of the Supervisory Board of Eurazeo PME.
Chairman of the Supervisory Board of 35 Photonics.
Manager of Investco 5 Bingen (Civil Company).
Chairman of Legendre Holding 23 and Legendre Holding 25.
Member of the Strategic Committee of Fonroche Énergie SAS.
Member of the Supervisory Board of Tag Technologies SAS.
Manager of Eurazeo Entertainment Lux Sarl (Luxembourg).
Director of RedBirds Participations and Legendre Holding 18.
Manager of ECIP Elis Sarl (Luxembourg), ECIP Agree Sarl (Luxembourg).
Director of Eurazeo Management Lux (Luxembourg).
Fabrice de Gaudemar has been a member of the Eurazeo Executive Board since 2010 and is jointly responsible
for the investment team.
He launched and manages Eurazeo Croissance, the fund established to support high-potential companies
through growth capital investments.
He joined Eurazeo in 2000 and was involved in the investments in or monitoring the investments in Eutelsat,
Cegid, Rexel, Europcar, APCOA, Elis and OFI Private Equity (which subsequently became Eurazeo PME),
as well as Fonroche and 3S Photonics through Eurazeo Croissance.
Before joining Eurazeo, Fabrice de Gaudemar was a telecommunications engineer.
Fabrice de Gaudemar is, in particular, the Vice-Chairman of the Supervisory Board of Eurazeo PME,
Chairman of the Supervisory Board of 3S Photonics and permanent representative of Eurazeo on the Board
of Directors of Europcar Groupe.
He is a graduate of the École Polytechnique and École Nationale Supérieure des Télécommunications.
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Name and age
Éric Le Gentil*(5)
51 years old
November 17, 2008
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of ANF Immobilier
Member of the Senior Management Executive Committee of Generali France.
held in any company
Chief Operating Officer of Generali France Assurances.
Chairman of the Board of Directors of Generali Reassurance Courtage and of Generali Investments France.
Director of L’AMOC (Les Amis et Mécènes de l’Opéra Comique), Generali France Assurances, Generali Vie,
Generali IARD, Generali Investments France, Europ Assistance France, Europ Assistance Spain, and Generali
Reassurance Courtage.
Permanent representative of Generali Iard on the Board of Directors of Europ Assistance Holding.
Permanent representative of Generali France Assurances on the Board of Directors for E-CIE Vie.
Permanent representative of Generali Vie on the Board of Directors of Cofitem Cofimur and for Mercialys.
Member of the Supervisory Board of Fonds de Garantie des Assurés contre la Défaillance des Sociétés
d’Assurances de Personnes.
Member of the Investment Advisory Board of Generali Investments S.p.A.
Member of the Management Board of Generali Investments Managers SA and of Generali Fund Management.
Member and Chairman of the Executive Committee for Cofifo SAS.
Director and Chief Operating Officer of Assurance France Generali.
Director of GPA-Iard, GPA-Vie, La Fédération Continentale and Generali Reassurance Courtage.
Permanent representative of Generali Assurances Iard, on the Board of Directors of Europ Assistance Holding
and of SICAV Generali Investissement.
Permanent representative of Generali Assurances – Vie, on the Board of Directors of Generali Assurances Iard.
Permanent representative of Generali France, on the Board of Directors of Generali Assurances – Vie
and of Generali Finances.
Permanent representative of Assurance France Generali, on the Supervisory Board of Foncière des Murs.
Permanent representative of Generali France Assurances on the Board of Directors of Generali Investments
France.
Member of the Investment Advisory Board of Generali Fund Management.
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Since September 2002, Eric Le Gentil has been a member of the Management Committee of Generali
France (the Group’s parent company in France) and corporate officer of Generali France Assurances
(the Group’s insurance holding company). He is head of Asset Management (including real estate), company
steering, reinsurance, and oversees Europ Assistance.
Eric Le Gentil began his career on a reassignment to the Inspection Générale des Finances (September 1985
to May 1986), before going on to work as Insurance Auditor Supervisor with the Insurance department
of the Ministry of Finance (June 1986 to January 1990) and Technical Advisor on M.P. Beregovoy’s cabinet
(February 1990 to March 1992). He worked for the Athena Assurances Group (April 1992 to June 1998)
and AGF Assurances (July 1998 to January 1999).
He is a graduate of École Polytechnique et de Sciences Po Paris and of Actuaire IAF
Eric Le Gentil is a member of the FFSA (French Federation of Insurance Companies) Executive Committee,
Vice-Chairman of the Economic and Financial Committee of the FFSA, member of the Group X-Assurances,
of the Group Sciences Po Assurance, member of the 17 Club (Insurance Executives).
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(5) Member whose term of office renewal is submitted for approval at the Shareholders’ Meeting on May 3, 2012.
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Name and age
Philippe Monnier*(5)
69 years old
May 4, 2005
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of ANF Immobilier
Advisor to the Senior Management of Unibail-Rodamco Développement.
held in any company
Manager of Groupe BEG (SARL).
Manager of SCI La Louvière, SCI IMOFI.
Chairman of PCE SAS, La Roubine SAS, Siagne Nord SAS.
Chairman of SAS PM Conseils.
Manager of BEG Technique SARL, CEFIC Gestion (SARL), SCI SOGEP, SARL Foncière Immobilière,
SCI Waskim, Bay 1/Bay 2 (SARL), TC Design (SARL), Simon Ivanhoe Services (SARL) BEG Investissements
(SARL), Foncière d’Investissement (SARL), CEFIC Jestyion Ticaret Limited Sirketi (Turkey), Erelux Hold SARL
(Luxembourg), Erelux Fin SARL (Luxembourg), Le Cannet Développement SARL.
Director of SWEM de Wasquehal (a semi-public company).
Co-Manager of Simon Ivanhoe France (SARL).
Chairman and Chief Operating Officer of CEFIC (SA).
Co-Representative of Simon Ivanhoe B.V/SARL, co-Manager of Alliance ERE SARL (Luxembourg).
Member of the Management Board for Simon Ivanhoe BV/SARL, CEFIC Polska Sp. z o.o. (Poland),
Gdansk Station Shopping Mall Sp.z o.o. (Poland), Bydgoszcz Shopping Mall Sp. z o.o. (Poland), Gliwice
Shopping Mall Sp. z o.o. (Poland), Katowice Budus Shopping Mall Sp. z o.o. (Poland), Lodz Nord Shopping
Mall Sp. z o.o. (Poland), Polska Shopping Mall Sp. z o.o. (Poland), Szczecin Shopping Mall Sp. z o.o. (Poland),
Wilenska Station Shopping Mall Sp. z o.o. (Poland), Wroclaw Garage Shopping Mall Sp. z o.o. (Poland),
Polskie Domy Handlowe Sp. z o.o. (Poland), Arkadia Centrum Handlowe Sp. z o.o., Wilenska Centrum
Handlowe Sp. z o.o.
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V
As Chief Operating Officer of the Simon Ivanhoe Group, Philippe Monnier has developed over 30 shopping
malls in France, Spain, Portugal, Poland and Turkey. Before joining the Group in 1988, he was Chairman
and Chief Operating Officer of SMECI (Weil Group) from 1975 to 1988, where he developed and managed
various shopping malls in Europe.
Philippe Monnier is a graduate of ESC Reims.
Name and age
Jean-Pierre Richardson
73 years old
May 14, 2008
VI
of ANF Immobilier
Chairman and Chief Operating Officer of SA Joliette Matériel.
held in any company
Non-voting member of Eurazeo.
Chairman and Chief Operating Officer of SA Joliette Matériel.
Member of the Supervisory Board of Eurazeo.
Jean-Pierre Richardson is the Chairman and Chief Operating Officer of SA Joliette Matériel, a family holding
company, and Chairman of SAS Richardson.
He joined the Company in 1962 where he managed its operations from 1969 to 2003.
Jean-Pierre Richardson served as a judge at the Marseille Commercial Court from 1971 to 1979.
He is a graduate of École Polytechnique (in 1958).
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4
Name and age
Isabelle Xoual*
46 years old
May 17, 2011
Contents
II
of ANF Immobilier
Senior-Partner of Lazard Frères SAS and Compagnie Financière Lazard Frères SAS.
held in any company
Senior-Partner of Lazard Frères SAS and Compagnie Financière Lazard Frères SAS.
Director of Lazard Frères Banque.
Managing Director of Lazard Group LLC (Delaware, USA).
Member of LFCM Holdings LLC (Delaware, USA).
None
Isabelle Xoual joined Lazard in 1998 and was appointed Senior Partner in 2002. Previously, she was
a strategic consultant at Strategic Planning Associates (London, then Paris, 1987-1991); the practice was
bought out by Mercer and is currently called Oliver Wyman. Then she was a Mergers & Acquisitions consultant
at Rothschild & Cie (1991-1998).
Co-Head of Financial Investors in Europe, she has over 20 years of experience in M&A and an in-depth
knowledge of the French market and investment funds. She took part in numerous transactions involving
financial investors (Spotless, Rexel, Deutsch, Medica, Novasep, Ceva Santé Animale, etc.) or industrial investors
(Areva, Thalès, Schneider, PPR, etc.).
Isabelle Xoual is a graduate of ESSEC Business School.
III
IV
V
Name and age
Théodore Zarifi(5)
61 years old
May 4, 2005
of ANF Immobilier
Chairman and Chief Operating Officer of Zarifi Gestion SA.
held in any company
Chairman and Chief Operating Officer of Zarifi Gestion SA, Romain Boyer SA.
Director of Zarifi & Associés SA, Zarifi Entreprise d’Investissement (subsidiary of Zarifi & Associés),
Maydream Luxembourg SA (Luxembourg).
Manager of Romain Immobilier SARL, Irénée SARL.
Deputy Chief Operating Officer of Zarifi & Associés, Somagip SA.
Chairman of SAS Z&Z.
Permanent representative of Z&Z on the Board of Directors of Quincaillerie d’Aix.
Member of the Supervisory Board of Eurazeo.
Representative of Romain Boyer on the Supervisory Committee of SAS Calliscope and on the Board
of Directors of Chaud Devant Développement SA.
Chairman of SAS HAB.
Representative of HAB on the Board of Trustees for SAS CFCA.
Representative of Z&Z on the Board of Trustees of SAS CFCA.
VI
VII
Since December 1988, Théodore Zarifi has been a Signing Officer then a Chief Operating Officer (March 1994)
of Zarifi & Cie EI., then appointed Deputy Chief Operating Officer (November 2002) of the same company,
which became Zarifi & Associés SA, a family holding company (on September 25, 2002, after a partial transfer
of assets and regulated activities to Oddo M&A, which became Zarifi EI).
He was also the Chief Financial Officer for Pennwalt France’s R.S.R. division (1987-1988) and successively
served as a Management Assistant, Management Controller, Director of Finance and Secretary of the Board
of Directors for SA Les Raffineries de Soufres Réunies, Marseille (1976-1987).
He holds a Bachelor’s degree in Economics (Paris X, 1973) and an MBA from the University of Texas in Austin,
United States (1976).
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1.2.2. Composition of the Supervisory Board after the Shareholders’ Meeting on May 3, 2012
(subject to the adoption of the resolutions submitted to the Shareholders’ Meeting)
Last name
First name
Business address
Position
Lemaire*
Alain
C/o ANF Immobilier
32, rue de Monceau
75008 Paris
Chairman of the Supervisory Board(1)
Sayer
Patrick
C/o Eurazeo
32, rue de Monceau
75008 Paris
Vice-Chairman of the Supervisory Board(2)
Audouin
Philippe
C/o Eurazeo
32, rue de Monceau
75008 Paris
Bazin*
Sébastien
C/o Colony Capital LLC
6, rue Christophe-Colomb
75008 Paris
Bret
Jean-Luc
C/o La Croissanterie
5, rue Olof-Palme
92587 Clichy Cedex
de Gaudemar
Fabrice
C/o Eurazeo,
32, rue de Monceau
75008 Paris
Le Gentil*(3)
Éric
C/o Generali France Assurances
7/9, boulevard Haussmann
75309 Paris Cedex 09
Monnier*(3)
Philippe
C/o Unibail Rodamco
7, place du Chancelier-Adenauer
75016 Paris
Richardson
Jean-Pierre
C/o Richardson
2, place Gantès – BP 1917
13225 Marseille Cedex 20
Roux de Bezieux*(4)
Sabine
C/o Fondation ARAOK
120, avenue Charles-de-Gaulle
92200 Neuilly sur Seine
Xoual*
Isabelle
C/o Lazard Frères Banque
121, boulevard Haussmann
75008 Paris
Zarifi(3)
Théodore
C/o Zarifi Gestion
10, rue du Coq – BP 47
13191 Marseille Cedex 20
(3) Members whose term of office renewal is submitted for approval at the Shareholders’ Meeting on May 3, 2012.
(4) Member whose appointment was proposed at the Shareholders’ Meeting on May 3, 2012.
II
III
IV
V
VI
VII
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II
The proposal to appoint Ms. Sabine Roux de Bezieux as member of the Supervisory Board of ANF Immobilier is submitted to the Shareholders’
Meeting convened on May 3, 2012.
Name and age
Sabine Roux de Bezieux*
47 years old
May 3, 2012
Term of office expiration date 2016*
of ANF Immobilier
Consultant and Independent Director.
held in any company as of
December 31, 2011
Director of ABC Arbitrage.
Chairperson of Entrepreneurs du Monde.
Director of United Way France.
None.
Sabine Roux de Bézieux graduated from ESSEC Business School in 1986. After two years in the CCF’s
business bank (from 1986 to 1988), she spent 14 years in the Arthur Andersen Group where she led audit
and consulting assignments for 10 years or so in both France and abroad. She then set up the Marketing,
Communications, and Business Development department. In 2005, she created Advanceo, her own strategic
growth consulting firm. Sabine Roux de Bézieux also holds a DECF (accounting and finance degree).
III
IV
* Subject to her appointment at the Shareholders’ Meeting convened on May 3, 2012
A review of the independence criteria for members of the Supervisory
Board was held during the Compensation and Appointments
Committee and Supervisory Board meetings on March 20, 2009
and March 25, 2009, respectively.
The Supervisory Board meeting of February 16, 2012 reviewed the
independence of its members. Pursuant to the provisions of the
Internal Rules of Procedure and the recommendations of the AFEP/
MEDEF Corporate Governance Code, a member of the Supervisory
Board is, a priori, considered to be independent when, directly or
indirectly, he has no relationship whatsoever with the Company,
its Group, or its management, that may affect or compromise his
freedom of judgment.
Any member of the Supervisory Board is, a priori, considered to be
an independent member if he/she:
1. is not, and has not been during the course of the last five fiscal
years, an employee or corporate officer of the Company, its parent
company, or a company that it consolidates;
years, a corporate officer of a company in which the Company,
or one of its employees, designated for this purpose, holds or
has held the office of Director;
5. has no close family ties with any of the Company’s corporate
officers;
V
6. has not been a member of the Company’s Supervisory Board for
over 12 years.
Applying all of these criteria, the Supervisory Board decides to retain
the following members as independent members, from the date of
the Shareholders’ Meeting convened on May 3, 2012:
• Alain Lemaire;
• Sébastien Bazin;
VI
• Eric Le Gentil (provided his reappointment is approved by the next
Shareholders’ Meeting);
• Philippe Monnier (provided his reappointment is approved by the
next Shareholders’ Meeting);
• Isabelle Xoual;
• Sabine Roux de Bezieux (provided her appointment is approved
by the next Shareholders’ Meeting).
3. is not, and has not been during the last five fiscal years, a Statutory
Auditor of the Company or of one of its subsidiaries;
As a result, from the Shareholders’ Meeting on May 3, 2012, out
of the 12 members of the Supervisory Board, six are independent
members. The latter represent at least half of the composition of the
Supervisory Board, in accordance with the recommendations of the
AFEP/MEDEF Corporate Governance Code (Article 8.2).
4. is not, directly or indirectly, a material client, supplier, investment
or corporate banker of the Company or its subsidiaries;
The Supervisory Board met six times in 2011, with an 88%
attendance rate.
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Declarations regarding the administrative, management, and supervisory bodies and Senior Management
4
Contents
2. Declarations regarding the administrative,
management, and supervisory bodies
and Senior Management
II
III
There are no family relationships between the members of the
Supervisory Board and the members of the Executive Board. One
member of the Supervisory Board (Mr. Patrick Sayer) is the brother-inlaw of another member of the Supervisory Board (Mr. Jean-Luc Bret).
To ANF Immobilier’s knowledge, during the last five years:
• no member of the Executive or Supervisory Boards has been
convicted of fraud;
• no incrimination and/or official public fine has been pronounced
against any members of the Executive or Supervisory Boards by
any statutory or regulatory authority;
prevented by a court from acting as a member of an administrative,
management, or supervisory body of an issuer or from participating
in the management or conducting of business of an issuer, in the
last five years.
associated with bankruptcy, sequestration, or liquidation as a
member of an administration, management or supervisory body;
and
3. Conflicts of interest in administrative,
management, and supervisory bodies
and Senior Management
IV
V
VI
Mr. Keller, Mr. Sayer, Mr. Audouin, Mr. de Gaudemar, and
Mr. Richardson, members of ANF Immobilier’s Executive or
Supervisory Boards, also hold offices at Eurazeo, a majority
shareholder in ANF Immobilier via Immobilière Bingen, 99.9% of the
capital of which is held by Eurazeo.
As of the filing date of this Registration Document and to
ANF Immobilier’s knowledge, there are no other situations which
could give rise to a conflict between the duties of the members of
the Supervisory and/or Executive Boards regarding ANF Immobilier
and their private interests or other duties.
To ANF Immobilier’s knowledge, Mr. Keller, Mr. Sayer, Mr. Audouin,
Mr. de Gaudemar, and Mr. Richardson have no conflicts of
interest relating to the exercising of their corporate office within
ANF Immobilier.
Also refer to the paragraph entitled “Statutory Auditors’ report on
Regulated Agreements and Commitments” in Section 9 for the fiscal
year ending December 31, 2011 of Chapter VIII of the Registration
Document.
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Board Committees
4
Contents
4. Board Committees
II
4.1 Committees through the Supervisory Board
(a) Audit Committee
This Committee consists of three members of the Supervisory Board:
Philippe Audouin (Chairman), Théodore Zarifi, and Henri Saint Olive
until May 17, 2011. Since it is not proposed to renew the term of
office of Henri Saint Olive as a member of the Supervisory Board,
Éric Le Gentil(1) replaced him from May 17, 2011. This Committee
includes an independent member from this date.
The Audit Committee is responsible for reviewing the Company’s
annual, half-year, and quarterly financial statements before submitting
them to the Supervisory Board. The Audit Committee:
• is consulted concerning the choice of Statutory Auditors for
ANF Immobilier and the companies that it directly or indirectly
controls. It verifies their independence, checks and validates their
audit programs in their presence, the results of their reviews, their
recommendations and their follow-ups;
• is informed of the accounting standards applicable to the Company,
as well as any potential difficulties arising from the correct
application of these standards, and it examines any proposed
change of accounting grids or modification of accounting policies
and methods;
• is notified by the Executive Board or by the Statutory Auditors of
any event which could expose the Company to a significant risk;
• can request that any internal or external audit on any subject it
considers material to its duties and responsibilities be performed.
In such cases, the Chairman immediately informs the Supervisory
Board and the Executive Board;
• is informed of internal control processes and internal audit
programs whenever necessary;
(b) Compensation and Appointments
Committee
III
This Committee consists of three members of the Supervisory Board:
Philippe Monnier (Chairman), Sébastien Bazin and Isabelle Xoual.
The Compensation and Appointments Committee members are
independent members.
The Compensation and Appointments Committee has the following
duties and responsibilities:
IV
• to submit proposals to the Supervisory Board regarding the
compensation of its Chairman, Vice-Chairman, and members of
the Executive Board, as well as the amount of attendance fees
and the granting of Company stock purchase plans and bonus
shares to members of the Executive Board;
• to formulate and submit recommendations for appointing,
renewing, or removing members of the Supervisory Board and
Executive Board. The Committee is informed of the recruitment
and compensation of the key executives of the Company.
V
(c) Properties Committee
This Committee consists of four members of the Supervisory Board:
Patrick Sayer (Chairman), Sébastien Bazin, Jean-Luc Bret and
Philippe Monnier.
The Properties Committee reviews and issues an opinion on any
and all contemplated transactions, corporate acts, or proposals to
the Shareholders’ Meeting, submitted to it by the Chairman of the
Supervisory Board, which require prior approval from the Supervisory
Board.
VI
• is presented by the Executive Board, twice per year, with an
analysis of risks to which the Company may be exposed.
VII
VIII
(1) Independent member.
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Compensation and all Obligations for Corporate Officers
4
Contents
II
4.2 Operating Committees
(a) Real Estate Committee
(c) Coordination Committee
The Real Estate Committee, chaired by the Chairman of the Executive
Board and the Chief Operating Officer, consists of members from the
Executive Board and ANF Immobilier executives.
In June 2006, a Coordination Committee was created for each site,
with each one headed up by the Chief Operating Officer. They are
made up of the key managers of the property staff in charge of
each site.
It meets at least once every six months to review the policy to be
applied, follow up and report on its implementation. Therefore, any
policy defined is implemented by the real estate team. Real Estate
Committee meetings enable management to ensure that its policies
are correctly implemented.
The Real Estate Committee also examines reports prepared by the
Accounting and Finance departments on the Company’s business,
and in particular, on the completion of work and the analysis of any
potential discrepancies with the budget.
(b) Strategic Committee
They meet regularly to address current topics and ensure that the
Executive Board’s decisions are correctly applied.
III
(d) Executive Committee
An Executive Committee was put in place at the beginning of FY
2008. As of the date of this Registration Document, it is composed
of the members of the Executive Board, the Chief Financial Officer,
and one of the Company’s executives. The Chief Financial Officer and
said executive attend Executive Board meetings on a regular basis.
IV
Since 2008, ANF Immobilier’s key executives have met at least once
per month as a Strategic Committee, which examines the reporting
prepared by the Accounting and Finance departments and the
operations of ANF Immobilier’s various departments.
V
5. Compensation and all Obligations
for Corporate Officers
Any compensation and benefits paid to ANF Immobilier’s
corporate officers by ANF Immobilier and Eurazeo(1) are settled as
indicated below, as defined by the October 2008 AFEP/MEDEF
Recommendations integrated into the Corporate Governance
Code for listed companies (revised in April 2010) (Tables 1 to 7)
and the AMF Recommendation of December 22, 2008 pertaining
to the disclosure of corporate officer compensation in Registration
Documents (Tables 8 and 9).
5.1 Principles of Compensation of Corporate Officers
The compensation of Executive Board members, which consists of
a fixed compensation, a variable compensation, and benefits in kind
relating to their position, is determined on an individual basis by the
Supervisory Board based on the proposal of the Compensation and
VI
VII
Appointments Committee, which defines the principles. Each year,
the Compensation and Appointments Committee also determines,
for each member of the Executive Board, the number of stock options
granted to them, as well as the number of free bonus shares granted.
VIII
(1) ANF Immobilier is controlled by Eurazeo, as defined in Article L. 233-16 of the French Commercial Code.
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Compensation paid in 2011 (2011 fixed
portion and 2010 variable portion, due in 2010
and paid in 2011)
The variable portion of the Executive Board members’ compensation
for 2011 and paid in 2012 was determined by the Supervisory Board
on February 16, 2012, based on the proposal of the Compensation
and Appointments Committee meeting on February 7, 2012.
Fixed compensation for members of the Executive Board was decided
on at the Supervisory Board meeting on December 13, 2010, based
on the proposals of the Compensation and Appointments Committee
meeting on December 9, 2010.
The variable portion was calculated as follows:
Variable compensation is determined based on the achievement of
objectives linked to work accomplished during the previous fiscal year.
• from quantitative criteria calculated according to the change in
NAV excluding transfer taxes and EBITDA, which may represent
from 0 to 100% of the basic variable portion;
The variable portion was determined taking into account, in particular,
the successful achievement of the Company’s objectives (common
and individual qualitative criteria) and overall performance (quantitative
criteria common to all members of the Executive Board).
The variable portion of the Executive Board members’ compensation
for 2010 and paid in 2011 was determined by the Supervisory Board
on March 24, 2011, based on the proposal of the Compensation and
Appointments Committee meeting on March 22, 2011.
The variable portion was calculated as follows:
• from a basic variable set per individual Executive Board member
according to his/her position and responsibility;
• from quantitative criteria calculated according to the change in
NAV excluding transfer taxes and EBITDA, which may represent
from 0 to 90% of the basic variable portion;
• qualitative criteria calculated according to the achievement of
criteria applicable to all members of the Executive Board as well
as criteria specific to each member, which may represent from 0
to 60% of the basic variable portion. For confidentiality reasons,
these qualitative criteria cannot be given in detail;
• on March 10, 2010, a decision was also made to limit the variable
portion to 150% of the basic variable assigned to each Executive
Board member, upon the Compensation and Appointments
Committee’s proposal.
Compensation paid in 2012 (2012 fixed
portion and 2011 variable portion, due in 2011
and paid in 2012)
Fixed compensation for members of the Executive Board was decided
on at the Supervisory Board meeting on December 14, 2011, based
on the proposals of the Compensation and Appointments Committee
meeting on December 6, 2011.
II
• from a basic variable set per individual Executive Board member
according to his/her position and responsibility;
III
• qualitative criteria applicable to all members of the Executive
Board, which may represent from 0 to 25% of the basic variable
portion. For confidentiality reasons, these qualitative criteria cannot
be given in detail;
• the assessment at the discretion of the Compensation and
Appointments Committee for the Chairman of the Executive Board,
and at the discretion of the Chairman of the Executive Board for
the other Board members, which may represent from 0 to 25%
of the basic variable portion;
IV
• on March 22, 2011, a decision was also made to limit the variable
portion to 150% of the basic variable assigned to each Executive
Board member, as was the case for 2010, upon the Compensation
and Appointments Committee’s proposal.
V
Printemps Dispute and Extraordinary Compensation
As outlined in this Registration Document in Chapter 1, Highlights,
the dispute between ANF Immobilier and Le Printemps was resolved.
The outcome not only generated extraordinary income of €7.8 million
for ANF Immobilier, but also resulted in a six-fold increase in the
recurring base rent.
Accordingly, the Compensation and Appointments Committee
meeting on February 7, 2012 proposed to the Supervisory Board to
award extraordinary compensation to the members of the Executive
Board for FY 2011 in recognition of their level of involvement in this
case.
VI
The Supervisory Board meeting on February 16, 2012 decided to
pay the extraordinary compensation as follows:
• Bruno Keller: €25,000;
• Xavier de Lacoste Lareymondie: €25,000;
• Ghislaine Seguin: €15,000.
The fixed compensation for the members of the Executive Board
remains the same as in FY 2011.
However, with a view to good governance, Bruno Keller decided not
to accept this payment, considering that it should be reserved for
the operating teams.
objectives linked to work accomplished during the previous fiscal year.
Benefits in kind awarded to the Chief Operating Officer and Real
Estate Director consist solely of the use of a company car.
The variable portion was determined taking into account, in particular,
the successful achievement of objectives (qualitative criteria), the
Company’s overall performance (quantitative criteria) and the
assessment at the discretion of the Chairman of the Executive Board
(for the members of that Board, excluding the Chairman) and of the
Compensation and Appointments Committee for the Chairman of
the Executive Board.
Furthermore, you are reminded that on May 4, 2005, the Supervisory
Board decided not to compensate the members of the Executive
Board for their terms served. On the other hand, compensation
on the basis of their employment contract was maintained (Xavier
de Lacoste Lareymondie and Ghislaine Seguin as employees of
ANF Immobilier).
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Specific case of Bruno Keller – Chairman
of the Executive Board
First of all, since his appointment as Chairman of the Executive
Board, 60% of the compensation received by Bruno Keller at
Eurazeo has been re-billed to ANF Immobilier. As requested during
the Compensation and Appointments Committee meeting on
December 9, 2010, the split between ANF Immobilier and Eurazeo
of Bruno Keller’s compensation must be maintained in order for
ANF Immobilier and Eurazeo to make the necessary adjustments.
The share of Bruno Keller’s fixed compensation in the total paid
by Eurazeo, in return for carrying out his duties at ANF Immobilier,
is €309,000 for 2011. This share was set by ANF Immobilier’s
Compensation Committee meeting on December 9, 2010 and
approved by its Supervisory Board on December 15, 2010.
Contents
The variable portion paid in 2011 for FY 2010, based on the
quantitative and qualitative criteria set by Eurazeo, amounted to 60%
of the total bonus for the past year and totaled €294,019.
The Compensation and Appointments Committee meeting on
March 22, 2011 decided that, from FY 2011, his basic variable
portion and the application of the quantitative and qualitative criteria
to this portion, as well as the discretionary assessment relating to his
work at ANF Immobilier would be determined in full, as for the other
members of the Executive Board, by ANF Immobilier’s Compensation
and Appointments Committee.
II
III
The Supervisory Board meeting on March 24, 2011 approved these
decisions; therefore from FY 2012, Bruno Keller’s compensation will
be split between Eurazeo and ANF Immobilier.
Chapter II, Section 5.4 of this Registration Document details the
commitments of all types received by Bruno Keller.
IV
5.2 Members of the Executive Board and Supervisory
Board compensated by ANF Immobilier
TABLE 1: SUMMARY OF COMPENSATION, STOCK OPTIONS, AND SHARES GRANTED BY THE COMPANY
TO EACH EXECUTIVE CORPORATE OFFICER
Bruno Keller, Chairman of the Executive Board(1) (€)
2010 Fiscal Year
Compensation due for the fiscal year (detailed in Table 2)
2011 Fiscal Year
-
295,324
213,236
165,422
-
-
213,236
460,746
2010 Fiscal Year
2011 Fiscal Year
380,524
400,865
Net asset value of stock options granted for the fiscal year (detailed in Table 4)(2)
102,799
79,748
-
-
483,323
480,613
Net asset value of stock options granted for the fiscal year (detailed in Table 4)(2)
Net asset value of performance shares granted for the fiscal year
TOTAL
Xavier de Lacoste Lareymondie, Chief Operating Officer (€)
TOTAL
V
VI
VII
Ghislaine Seguin, Member of the Executive Board (€)
(2)
Net asset value of stock options granted for the fiscal year (detailed in Table 4)
TOTAL
2010 Fiscal Year
2011 Fiscal Year
232,613
248,521
22,922
17,782
-
-
255,535
266,303
(1) To the end of FY 2011, Bruno Keller was compensated only by Eurazeo and a portion of his compensation was re-billed to ANF Immobilier. From FY 2012,
Bruno Keller will receive compensation directly from ANF Immobilier.
(2) The stock options granted were valued using a net asset value model that takes into account the characteristics of the plans granted and, notably, the term
of the options, a risk-free rate of 2.56%, and ANF Immobilier share volatility of 21%.
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II
TABLE 2: SUMMARY OF EACH EXECUTIVE CORPORATE OFFICER’S COMPENSATION
The tables below present the gross compensation paid to members of the Executive Board for the fiscal years ending December 31, 2010 and
December 31, 2011 as well as the gross compensation due for the same fiscal years:
Bruno Keller
Chairman of the Executive Board(1) (€)
Amounts
for the 2010 fiscal year
Amounts
Due
Paid
Due
Paid
Fixed Compensation
-
-
-
-
Variable compensation(2)
-
-
295,324
-
Exceptional compensation
-
-
-
-
Attendance fees
-
-
-
-
Benefits in kind
-
-
-
-
TOTAL
-
-
-
-
III
IV
(1) To the end of FY 2011, Bruno Keller was compensated only by Eurazeo and a portion of his compensation was re-billed to ANF Immobilier. From FY 2012,
Bruno Keller will receive compensation directly from ANF Immobilier. See the paragraph entitled “Members of the Executive Board and Supervisory Board
of ANF Immobilier Compensated by Eurazeo” in Chapter II of the Registration Document.
(2) Upon ANF Immobilier and Eurazeo’s Compensation Committees’ proposal, the Supervisory Boards of both companies decided that starting from 2012,
Bruno Keller’s compensation would be split between ANF Immobilier and Eurazeo and would no longer be subject to re-invoicing, as it currently is (refer
to the Statutory Auditors’ report on Regulated agreements and undertakings). The variable compensation due for FY 2011 corresponds solely to the compensation
calculated on the basis of the criteria set by ANF Immobilier (see above, Section on the specific case of Bruno Keller). It will be paid in 2012 directly by
ANF Immobilier, unlike in previous years. The variable portion due in 2010, and paid in 2011 by Eurazeo, which was re-billed to ANF Immobilier, amounted
to €294,019 (see Table 2A in paragraph 5.3). Similarly, the fixed compensation due and paid for FY 2010 and 2011 by Eurazeo were re-billed to ANF Immobilier
through the service provision contract for €300,000 and €309,000, respectively – the amount set by ANF Immobilier’s Compensation Committee – (see Table 2A
in Section 5.3).
Chief Operating Officer (€)
Amounts
V
Amounts
Due*
Paid**
Due*
Paid**
Fixed Compensation
240,000
240,000
247,200
247,200
Variable Compensation
136,860
104,959
124,663
136,860
-
-
25,000
-
Attendance fees
-
-
-
-
3,664
3,664
4,002
4,002
380,524
348,623
400,865
388,062
Benefits in kind (car)
TOTAL
VI
* The variable compensation due for fiscal year N is paid in fiscal year N+1.
** The variable compensation paid in fiscal year N is that due for fiscal year N-1.
VII
Ghislaine Seguin,
Member of the Executive Board (€)
Fixed Compensation
Amounts
Amounts
Due*
Paid**
Due*
Paid**
150,000
150,000
154,500
154,500
82,613
40,121
77,914
82,613
-
-
15,000
-
Attendance fees
-
-
-
-
Benefits in kind
-
-
1,107
1,107
232,613
190,121
248,521
238,220
TOTAL
VIII
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II
TABLE 3: ATTENDANCE FEES AND OTHER COMPENSATION PAID TO MEMBERS OF THE SUPERVISORY BOARD
Alain Hagelauer(1)
Attendance fees
Patrick Sayer(2)
Delphine Abellard(2)
(2)
Philippe Audouin
Sébastien Bazin
-
-
Other compensation
-
-
Attendance fees
-
-
Other compensation
-
-
Attendance fees
-
-
Other compensation
-
-
10,000
10,083
-
-
10,000
5,833
-
-
11,000
11,000
Other compensation
Attendance fees
Other compensation
Fabrice de Gaudemar(5)
Attendance fees
Éric Le Gentil(4)
-
Other compensation
Philippe Monnier
Attendance fees
Other compensation
(3)
Attendance fees
Other compensation
Henri Saint Olive(1)
Isabelle Xoual(6)
Attendance fees
IV
-
Attendance fees
Attendance fees
III
8,000
Other compensation
Other compensation
Alain Lemaire(3)
13,333
-
Attendance fees
Jean-Luc Bret
20,000
Attendance fees
Other compensation
Bruno Bonnell
Amounts in euros
paid in 2012 for
the 2011 fiscal year
Other compensation
Attendance fees
(3)
Amounts in euros
paid in 2011 for
the 2010 fiscal year
V
10,000
10,000
11,000
12,000
10,000
10,000
VI
11,500
Other compensation
-
Attendance fees
-
7,853
9,167
Other compensation
Théodore Zarifi
Attendance fees
Other compensation
TOTAL
ATTENDANCE FEES
OTHER COMPENSATION
12,500
VII
114,000
112,417
-
-
(1) Members of the Supervisory Board to May 17, 2011.
(2) Members of the Supervisory Board compensated solely by Eurazeo, having waived any attendance fees paid by ANF Immobilier. Delphine Abellard resigned
from her duties as member of the Supervisory Board for ANF Immobilier effective May 6, 2010.
(3) Members of the Supervisory Board since May 14, 2008.
(4) Member of the Supervisory Board since November 17, 2008.
(5) Member of the Supervisory Board since May 6, 2010.
(6) Members of the Supervisory Board since May 17, 2011.
Each member of the Supervisory Board receives a fixed amount
and a variable amount of attendance fees paid pro rata to his/her
effective presence at Supervisory Board meetings. The members of
the Supervisory Board do not receive any compensation apart from
attendance fees.
VIII
The total amount of attendance fees due for the 2011 fiscal year and
paid in the 2012 fiscal year amounted to €112,417.
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II
5.3 Members of the ANF Immobilier Executive Board
and Supervisory Board compensated by Eurazeo
Bruno Keller, Chairman of the ANF Immobilier Executive Board,
and Patrick Sayer, Philippe Audouin, and Fabrice de Gaudemar,
ANF Immobilier Supervisory Board Vice-Chairman and members,
respectively, are also members of Eurazeo’s Executive Board.
Compensation for Eurazeo Executive Board members is set
individually. Variable compensation is determined by the Compensation
and Appointments Committee based on the achievement of
qualitative and quantitative objectives. On December 6, 2010,
the Compensation and Appointments Committee proposed the
2011 fixed compensation for the Executive Board members to the
Supervisory Board on December 15, 2010, who approved them. On
March 8, 2012, the Compensation and Appointments Committee
proposed the 2011 variable compensation for the Executive Board
members to the Supervisory Board on March 15, 2012, who
approved them.
In return for the services provided in carrying out their duties,
members of the Executive Board, as well as non-Board senior
executives of Eurazeo, have an additional supplementary defined
benefit pension plan in order to provide them with a supplementary
pension. This supplement is based on compensation and length of
service at the time of retirement.
III
The members of the Executive Board were granted this benefit under
the same terms as non-Board member executives.
For Bruno Keller and Philippe Audouin, in the event of involuntary
termination of their positions, prior to the expiration of a 4-year
period starting from the date they are appointed or renewed to the
Executive Board by the Supervisory Board on March 19, 2010, they
would receive an allowance representing 18 months of compensation
respectively, and two years for Patrick Sayer. Payment of such
allowances is subject to the relevant party’s performance criteria.
IV
At its meeting on December 9, 2008, the Eurazeo Supervisory
Board reviewed the AFEP/MEDEF recommendations issued in
October 2008 on the compensation of the executive corporate
officers of listed companies. These recommendations are part of
Eurazeo’s Corporate Governance policy, which was implemented
long ago.
V
TABLE 1A: SUMMARY OF COMPENSATION, STOCK OPTIONS, AND SHARES GRANTED
TO EACH EXECUTIVE CORPORATE OFFICER BY EURAZEO
Bruno Keller, Chairman of the Executive Board
(€)
2010 Fiscal Year
2011 Fiscal Year
Compensation due for the fiscal year (detailed in Table 2A)
994,089
654,436
Net asset value of stock options granted for the fiscal year(1)
213,810
268,636
Net asset value of bonus shares granted throughout the fiscal year
TOTAL
-
-
2,507
2,562
1,210,406
925,634
VI
(1) Net asset value of options received for Eurazeo only.
Upon ANF Immobilier and Eurazeo’s Compensation Committees’ proposal, the Supervisory Boards of both companies decided that starting
from 2012, Bruno Keller’s compensation would be split between ANF Immobilier and Eurazeo and would no longer be subject to re-invoicing,
as it currently is (refer to the Statutory Auditors’ report on Regulated agreements and commitments).
VII
Patrick Sayer, Vice-Chairman of the Supervisory Board
2010 Fiscal Year
2011 Fiscal Year
1,458,730
1,239,278
Net asset value of stock options granted for the fiscal year
1,302,914
1,634,779
-
-
2,507
2,562
2,764,151
2,876,619
(€)
TOTAL
VIII
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II
Philippe Audouin, Member of the Supervisory Board
2010 Fiscal Year
2011 Fiscal Year
691,545
530,661
285,341
180,405
2,507
188,318
979,393
899,384
(€)
TOTAL
III
Fabrice de Gaudemar, Member of the Supervisory Board(1)
2010 Fiscal Year
2011 Fiscal Year
579,502
518,085
224,644
300,943
2,507
2,562
806,653
821,590
(€)
TOTAL
IV
(1) Fabrice de Gaudemar, Director of Investments, joined the Executive Board on March 22, 2010.
TABLE 2A: SUMMARY OF EACH EXECUTIVE CORPORATE OFFICER’S COMPENSATION FROM EURAZEO
(1)
Amounts
Amounts
Due*
Paid**
Due*
Paid**
Fixed Compensation
500,000
500,000
550,000
550,000
490,032
421,320
100,140
490,032
-
-
-
-
(€)
Attendance fees
Benefits in kind (car)
TOTAL
-
-
-
-
4,057
4,057
4,296
4,296
994,089
925,377
654,436
1,044,328
V
VI
(1) Compensation due and paid by the parent company Eurazeo. Up to 60% of this compensation is re-billed to ANF Immobilier.
** The variable compensation paid in fiscal year N is that due for fiscal year N-1. The variable compensation due for FY 2011 that will be paid in 2012 amounts to the
specific Eurazeo share (split compensation from 2012).
Patrick Sayer, Vice-Chairman
(€)
Amounts
Due*
Amounts
Paid**
Due*
Paid**
Fixed Compensation
700,000
700,000
800,000
800,000
746,676
842,640
427,392
746,676
-
-
-
-
Attendance fees
-
-
-
-
12,054
12,054
11,886
11,886
1,458,730
1,554,694
1,239,278
1,558,562
Benefits in kind
TOTAL
VII
VIII
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Amounts
Philippe Audouin,
member of the Supervisory Board
Due*
(€)
Contents
II
Amounts
Paid**
Due*
Paid**
Fixed Compensation
325,000
325,000
375,000
375,000
361,548
338,325
150,570
361,548
-
-
-
-
Attendance fees
-
-
-
-
4,997
4,997
5,091
5,091
691,545
668,322
530,661
741,639
Benefits in kind
TOTAL
III
Fabrice de Gaudemar(1),
member of the Supervisory Board
Amounts
Amounts
IV
Due*
Paid**
Due*
Paid**
Fixed Compensation
265,000
265,000
325,000
325,000
314,078
341,550
189,670
314,078
-
-
-
-
Attendance fees
-
-
-
-
424
424
3,415
3,415
579,502
606,974
518,085
642,493
(€)
Benefits in kind
TOTAL
V
(1) Fabrice de Gaudemar, Director of Investments, joined the Executive Board on March 22, 2010.
TABLE 3A: ATTENDANCE FEES AND OTHER COMPENSATION RECEIVED BY SUPERVISORY BOARD MEMBERS FROM EURAZEO
Amounts in euros
paid in 2010 for the
2010 fiscal year
Amounts in euros
paid in 2011 for the
2011 fiscal year
Attendance fees
-
-
Other compensation
-
-
34,000
40,000
Bruno Bonnell(1)
(2)
Attendance fees
Other compensation
Henri Saint Olive(3)
Attendance fees
Other compensation
Théodore Zarifi(4)
Attendance fees
Other compensation
TOTAL
ATTENDANCE FEES
OTHER
COMPENSATION
VI
6,900
VII
6,900
47,800
40,000
-
-
VIII
(1) Bonnell was a member of the Supervisory Board for Eurazeo until May 14, 2008.
(2) Richardson was a member of the Supervisory Board for Eurazeo until May 14, 2008. He is currently a non-voting member of Eurazeo.
(3) Henri Saint Olive was a member of the Supervisory Board for Eurazeo until May 7, 2010.
(4) Théodore Zarifi was a member of the Supervisory Board for Eurazeo until May 7, 2010.
IX
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Henri Saint Olive and Théodore Zarifi, members of the Supervisory
Board of ANF Immobilier, were members of Eurazeo’s Supervisory
Board until May 7, 2010. Mr. Jean-Pierre Richardson, a member of
the Supervisory Board of ANF Immobilier is a non-voting member
Contents
of Eurazeo. Bruno Bonnell, member of the Supervisory Board for
ANF Immobilier, was a member of the Supervisory Board for Eurazeo
until May 14, 2008.
5.4 Commitments of all types undertaken
by ANF Immobilier for the corporate officers
Bruno Keller
In the event of the involuntary termination of his position as Chairman
of the Executive Board, Mr. Bruno Keller will be entitled to a severance
compensation equivalent to 18 months of salary, calculated on the
basis of his total compensation (fixed and variable), paid for the
12 months preceding the date on which his positions are terminated.
In the event of involuntary termination of his position as Chief
Operating Officer, Xavier de Lacoste Lareymondie will receive an
indemnity payment amounting to the compensation he will have
received for the twelve months prior to the involuntary termination
of his position.
By definition, this severance compensation will not be paid in the
event of gross misconduct. Payment of this severance compensation
is also excluded if he elects to leave the Company of his own accord
to take up new positions or to change positions within the Group, or
is eligible to benefit from pension rights in the near future.
The criteria that apply to the payment of said indemnity payment
were determined by the Supervisory Board on December 9, 2008. In
accordance with the applicable legislative and regulatory provisions,
this severance compensation was subject to a specific resolution
approved by the Ordinary and Extraordinary Shareholders’ Meeting
on May 28, 2009.
During the Supervisory Board meeting of Mach 24, 2011, it
was decided that the criteria applicable to the above severance
compensation shall be the criteria defined by the Supervisory Board
meeting on March 25, 2009. In accordance with applicable legal
and regulatory provisions, this severance compensation is covered
by a specific resolution approved by the Ordinary and Extraordinary
Shareholders’ Meeting of May 17, 2011.
The criteria that apply to the compensation require the payment of
one third of the compensation based on an increase in net asset
value (NAV). This compensation will only be paid if the increase in
NAV (excluding transfer taxes) reaches an average of at least 4% per
year over the period in question.
The Supervisory Board meeting on March 24, 2011 also agreed
that in the event of his forced departure, the unvested stock options
granted to Mr. Bruno Keller under the 2010 stock options plan would
become exercisable early, on the date of the involuntary termination
of his positions, by applying the performance conditions set out in
the stock option regulations and specified in Chapter II, Section 5.6
herein.
The criteria that apply to the compensation require the payment of
one third of the compensation based on an increase in net asset
value (NAV). This compensation will only be paid if the increase in
NAV (excluding transfer taxes) reaches an average of at least 4% per
year over the period in question.
II
III
IV
V
This compensation cannot be added to the compensation due under
the employment contract.
The severance compensation payable to Xavier de Lacoste
Lareymondie is not subject to the following cumulative conditions
recommended by the Corporate Governance Code: (i) in the event of
dismissal and (ii) a change in control or strategy. In fact, the Company
plans to pay this severance compensation in the event that he is
dismissed from his position as Chief Operating Officer.
VI
At ANF Immobilier, the other members of the Executive Board
and Supervisory Board do not receive any indemnity, benefits, or
compensation of any kind due to a termination of or change in their
positions.
VII
5.5 Amounts of Pension and Other Employee Benefit
Obligations
Bruno Keller
In exchange for the services provided in carrying out his duties,
Bruno Keller has a supplementary pension fund (a defined benefit
scheme with an insurance company), as do other senior executives
of ANF Immobilier and Eurazeo. This supplement is based on
compensation and length of service at the time of retirement.
Seniority, under the retirement regulations, means years of
professional service in ANF Immobilier and Eurazeo. At December 31,
2011, Bruno Keller had 21 years and two months of service in
ANF Immobilier and Eurazeo.
VIII
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The total amount of the additional pension plan granted to Bruno
Keller, in compliance with all provisions of retirement regulations,
equals 2.5% of the base compensation per year of service (with a
maximum of 24 years). The base compensation used to calculate
benefits is based exclusively on the following items: the average
compensation received for the previous 36 months preceding the
departure from the Company within a cap equal to two times their
fixed compensation. The granting of this benefit is contingent upon
the success of his/her career in the Company.
The total amount of the additional pension plan granted to Xavier de
Lacoste Lareymondie, in compliance with all provisions of retirement
regulations, equals 2.5% of the base compensation per year of
service (with a maximum of 24 years). The base compensation
used to calculate benefits is based exclusively on the following items:
the average compensation received for the previous 36 months
preceding the departure from the Company within a cap equal to
two times their fixed compensation. The granting of this benefit is
contingent upon the success of his/her career in the Company.
Non-Board senior executives dismissed after the age of 55 can
continue to benefit from this regime on the condition that they do
not pick up any professional activity before they exercise their right
to pension benefits.
Non-Board senior executives dismissed after the age of 55 can
continue to benefit from this regime on the condition that they do
not pick up any professional activity before they exercise their right
to pension benefits.
Bruno Keller was granted this benefit under the same terms as nonBoard senior executives.
Xavier de Lacoste Lareymondie was granted this benefit under the
same terms as non-Board senior executives.
The Supervisory Board meeting on March 24, 2011 also
authorized Bruno Keller to receive the following, under the same
conditions (contributions and benefits) as those applicable to
ANF Immobilier employees:
The Supervisory Board meeting on March 19, 2010 also
authorized Xavier de Lacoste Lareymondie to receive the following,
under the same conditions (contributions and benefits) as those
applicable to ANF Immobilier employees:
• collective defined contribution pension plan (2.30% of Salary Band
A and 11% of Salary Band C);
• collective defined contribution pension plan (2.30% of Salary Band
A and 11% of Salary Band C);
• provident contract;
• provident contract;
• reimbursement of health care costs contract;
• reimbursement of health care costs contract;
• accident insurance contract.
Within the context of implementation of the AFEP/MEDEF’s
Corporate Governance Code recommendations, the collective
regime applicable to all non-Board senior Company executives has
been changed to provide for an additional seniority requirement of
four years with the Company and the consideration, with regard to
the base compensation used to calculate the retirement pension,
of the average gross compensation (fixed and variable portions) for
the previous 36 months, according to the terms set forth in the
retirement regulation.
In addition, Bruno Keller is not subject to any non-compete or nonsolicit obligation in the event of termination of his duties.
Finally, the Supervisory Board granted Bruno Keller entitlement, from
FY 2012, to the Social Security regime for company Directors (known
as GSC), with the contributions paid by the Company.
In exchange for the services provided in carrying out his duties,
Xavier de Lacoste Lareymondie has a supplementary pension fund
(a defined benefit scheme with an insurance company), as do other
senior executives of ANF Immobilier and Eurazeo. This supplement
is based on compensation and length of service at the time of
retirement.
Seniority, under the retirement regulations, means years of
professional service in ANF Immobilier. At December 31, 2011,
Xavier de Lacoste Lareymondie has five years and seven months
of service in total.
II
III
IV
V
VI
On March 24, 2011, the Supervisory Board decided to close the
regime to all potential newcomers, as per the advice given by the
Compensation and Appointments Committee. The Company’s
obligations will, however, be respected in terms of the people who
are already beneficiaries, and in regards to the regulations already
in effect.
The other members of the Executive Board and Supervisory Board
for ANF Immobilier do not benefit from any pensions, supplementary
defined benefit retirement funds, or any other benefits whatsoever
from ANF Immobilier in exchange for the performance of their duties.
VII
VIII
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5.6 Granting of stock options and performance shares
II
TABLE 4: STOCK OPTIONS GRANTED TO EACH EXECUTIVE CORPORATE OFFICER BY THE ISSUER
AND ANY COMPANY OF THE GROUP THROUGHOUT THE FISCAL YEAR
Type of
options
(purchase or
Date of plan subscription)
Name of
the Executive
Corporate Officer
Bruno Keller
ANF Immobilier –
December 22, 2011
Purchase
Net asset value
of the options
according to the
Number
method used for
the consolidated of options
granted
financial
statements during the Exercise
(€) fiscal year
price Exercise period
165,422
85,269
III
€27.54 Between the options’ permanent
vesting date
(first phase December 22, 2013;
second phase – December 22, 2014;
third phase – December 22, 2015,
and December 22, 2021)
Eurazeo –
May 31, 2011
Purchase
268,636
21,736
€53.07 Between May 31, 2013 and May 31,
2021 per phase, the third phase
of which is subject to performance
conditions
Xavier de Lacoste
ANF Immobilier –
Lareymondie
December 22, 2011
Purchase
79,748
41,107
vesting date
Ghislaine Seguin
Purchase
ANF Immobilier –
December 22, 2011
17,782
9166
vesting date
IV
V
VI
TABLE 5: STOCK OPTIONS EXERCISED BY EACH EXECUTIVE CORPORATE OFFICER DURING THE FISCAL YEAR
Name of the Executive
Corporate Officer
Date of plan Number of options exercised during the fiscal year
Exercise price
None
VII
TABLE 6: PERFORMANCE SHARES GRANTED TO EACH EXECUTIVE CORPORATE OFFICER
BY THE ISSUER AND ANY OF THE GROUP’S COMPANIES DURING THE FISCAL YEAR
Name of
the Executive
Corporate Officer
(list of names)
Date of
plan
Net asset value
Number of the shares according
of shares
to the method used
granted
for the consolidated
during the
financial statements
(€)
fiscal year
Acquisition
Date
Availability
Date
None
Performance
Conditions
VIII
During the fiscal year ending December 31, 2011, the Executive Board did not grant any performance shares.
IX
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II
TABLE 7: PERFORMANCE SHARES MADE AVAILABLE FOR EACH CORPORATE OFFICER
Corporate Officer
Date of plan
Number of shares made available
during the fiscal year
Vesting Conditions
None
TABLE 8: HISTORY OF STOCK OPTION GRANTS
2007 Plan(1)
2008 Plan(2)
2009 Plan(3)
2010 Plan(4)
2011 Plan
Date of the Extraordinary
Shareholders’ Meeting
May 4, 2005
May 14, 2008
May 14, 2008
May 14, 2008
May 14, 2011
Date of the Executive Board’s
decision
December 17,
2007
December 19,
2008
December 14,
2009
December 15,
2010
December 22,
2011
Total number of shares that
may be purchased
124,352
147,582
175,553
171,437
168,872
The number of which can be
purchased by Corporate Officers
98,111(1)
116,217
145,078
137,597
135,542
65,502
71,403
88,595
86,561
85,269
III
IV
Of which are Corporate Officers:
• Bruno Keller
• Xavier de Lacoste Lareymondie
29,360
35,302
42,638
41,731
41,107
• Brigitte Perinetti*
3,249
4,007
4,431
-
-
• Ghislaine Seguin
-
5,505
9,414
9,305
9,166
Of which are top 10 employee
recipients
26,241
30,789
28,257
30,450
30,840
Exercise date of options
The options may
be exercised once
vested
The options may
be exercised once
vested
The options may
be exercised once
vested
The options may
be exercised once
vested
The options may
be exercised once
vested
Expiration Date
December 17,
2017
December 19,
2018
December 14,
2019
December 15,
2020
December 22,
2021
Purchase or subscription price
€38.05
This price being
equal to the
average of the
prices quoted for
ANF Immobilier
shares in the 20
market sessions
held between
November 16, 2007
and December 13,
2007, preceding
the date of the
Executive Board
meeting to decide
on the granting of
stock options and
take into account
the adjustments
made by the
Executive Board on
December 1, 2008.
€24.86*
This price is equal
to the average of
the prices quoted
for ANF Immobilier
shares in the 20
market sessions
held between
November 21, 2008
and December 18,
2008, preceding the
date of the Executive
Board meeting
to decide on the
granting of stock
options.
€28.86**
This price is equal
to the average of
the prices quoted
for ANF Immobilier
shares in the 20
market sessions
held between
November 16, 2009
and December 11,
2009, preceding the
Board meeting
to decide on the
granting of stock
options.
€30.34***
This price is equal
to the average of
the prices quoted
for ANF Immobilier
shares in the 20
market sessions
held between
November 18, 2010
and December 14,
2010, preceding the
Board meeting
to decide on the
granting of stock
options.
€27.54
This price is equal
to the average of
the prices quoted
for ANF Immobilier
shares in the 20
market sessions
held between
November 24, 2011
and December 21,
2011, preceding
the date of the
Executive Board
meeting to decide
on the granting of
stock options.
V
VI
VII
VIII
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2007 Plan(1)
Terms of exercise
2008 Plan(2)
Vesting of options
Vesting of options
in phases:
in phases:
• the first third of
the options will
the options will
be vested after
be vested after
a period of
a period of
two years, i.e.
two years, i.e.
December 17,
December 19,
2009;
2010;
• the second
• the second
third of the
third of the
options will be
options will be
vested after
vested after
a period of
a period of
three years, i.e.
three years, i.e.
December 17,
December 19,
2010;
2011;
• the last third of
the options will
the options will
be vested after
be vested after
a period of
a period of
four years, i.e.
four years, i.e.
December 17,
December 19,
2011.
2012.
The exercise
of stock options
granted under
the 2008 Plan is
subject to certain
performance
conditions.
Contents
2009 Plan(3)
2010 Plan(4)
2011 Plan
Vesting of options
in phases:
the options will
be vested after
a period of
two years, i.e.
December 14,
2011;
• the second
third of the
options will be
vested after
a period of
three years, i.e.
December 14,
2012;
the options will
be vested after
a period of
four years, i.e.
December 14,
2013.
The exercise
of stock options
granted under
the 2009 Plan is
subject to certain
performance
conditions.
Vesting of options
in phases:
the options will
be vested after
a period of
two years, i.e.
December 15,
2012;
• the second
third of the
options will be
vested after
a period of
three years, i.e.
December 15,
2013;
the options will
be vested after
a period of
four years, i.e.
December 15,
2014.
The exercise
of stock options
granted under
the 2010 Plan is
subject to certain
performance
conditions
(see above).
Vesting of options
in phases:
the options will
be vested after
a period of
two years, i.e.
December 22,
2013;
• the second
third the of
options will be
vested after
a period of
three years, i.e.
December 22,
2014;
the options will
be vested after
a period of
four years, i.e.
December 22,
2015.
The exercise
ofi.e.stock options
granted under
the 2011 Plan is
subject to certain
performance
conditions
(see above).
Number of shares purchased
-
-
-
-
Total number of stock options
cancelled or forfeited
-
-
-
-
147,582
175,553
171,437
168,872
Stock options remaining
at the end of the fiscal year
124,352
* Brigitte Perinetti resigned from her duties as member of the Executive Board effective as of March 19, 2010.
(1) The features of the 2007 plan presented in the table take into account the adjustments made by the Executive Board on December 1, 2008, July 27, 2009,
July 19, 2010, and October 17, 2011.
(2) The features of the 2008 plan presented in the table take into account the adjustments made by the Executive Board on July 27, 2009, July 19, 2011, and
October 17, 2011.
(3) The features of the 2009 plan presented in the table take into account the adjustments made by the Executive Board on July 19, 2010 and October 17, 2011.
(4) The features of the 2010 plan presented in the table take into account the adjustments made by the Executive Board on October 17, 2011.
II
III
IV
V
VI
VII
VIII
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Stock options are granted during the same calendar period and
with no discounts and without recourse to hedging instruments.
For all of the stock option plans put in place, the Executive Board
granted said stock options during the session in December following
the Supervisory Board’s pronouncement of their decision on this
subject. Additionally, the stock options, which are valued according
to IFRS standards, cannot exceed two times the compensation of
each beneficiary.
Allocation and performance conditions
of stock options granted to members
of the Executive Board in 2011
In order for the value of the stock options to be linked to the
performance of the Company, ANF Immobilier’s stock options
granted to members of the Executive Board as well as to certain
executives of the Company are described in the regulations below.
It has been established with respect to the legal and regulatory
provisions set forth, notably in Articles L. 225-179, L. 225-185, and
L. 225-186-1 of the French Commercial Code and pursuant:
• to the vote by the ANF Immobilier Extraordinary Shareholders’
Meeting held on May 17, 2011 on the resolution authorizing the
Executive Board to grant Company stock options;
• to the authorization granted by the Supervisory Board of
ANF Immobilier during its session on December 14, 2011,
based on advice given by the Compensation and Appointments
Committee on December 6, 2011;
• to the decision made by the Executive Board during its meeting
held on December 22, 2011.
The present regulations have been included with the decision to grant
stock options, evidenced by an individual notification letter addressed
to each beneficiary by the company ANF Immobilier.
Article 1: Beneficiaries
Beneficiaries of this plan are members of the Executive Board as well
as certain executives of ANF Immobilier with the goal of making them
more committed to the Company’s success.
Article 2: Allocation Periods
The allocation of stock options is carried out during the Executive
Board’s meeting which follows the Supervisory Board’s meeting in
December.
In accordance with Article L. 225-177 of the French Commercial
Code, these options cannot be granted:
• within the ten preceding market sessions and following the date
on which the consolidated financial statements, or in the absence
thereof, the annual financial statements, are published;
• within the timeframe between the date on which the corporate
bodies of the Company are made aware of information which, if
Contents
II
it was made public, could have a significant effect on the quoted
price of the Company’s shares, and the date subsequent to the
ten market sessions to which this information was made public.
Article 3: Purchase Price
Stock option allocations are carried out with no discounts.
In order to ensure that the options, valued as per IFRS standards,
do not represent a disproportionate percentage of compensation,
the allocations cannot surpass two times the total compensation of
each beneficiary.
III
The purchase price for each of the shares is set at €27.54, this price
amounting to the average price for ANF Immobilier shares listed in
the 20 stock market sessions held between November 24, 2011 and
December 21, 2011, prior to the date of the Executive Board meeting
deciding on the registered allocation of the options.
The fixed price for the purchase of shares cannot be modified during
the term of the option, except under exceptional circumstances as
defined in Article L. 225-181 of the French Commercial Code. The
terms of adjustment, determined by law, will be directly contingent
upon the conditions in which these financial transactions would be
completed, in such a way that the beneficiaries’ rights would remain
the same. In the event where such modifications would arise, each
beneficiary will be personally informed.
IV
The use of hedging instruments is forbidden.
V
Article 4: Vesting Conditions
The stock options granted at the Executive Board meeting following
the December Supervisory Board meeting shall only be permanently
vested by the beneficiaries gradually, in phases, following the three
consecutive vesting periods, provided the beneficiary is employed by
the Company at the end of the vesting period in question:
• the first third of the options will be vested after a period of two
years, i.e. December 22, 2013;
VI
• the second third the of options will be vested after a period of three
years, i.e. December 22, 2014;
• the last third of the options will be permanently vested after a
period of four years, i.e. December 22, 2015.
Furthermore, if beneficiaries of the options have not been employed
by the Company for four years as of the expiration date of one of the
aforementioned vesting periods, the options corresponding to said
period will be permanently vested once the beneficiary has reached
four years of service within the Company.
VII
The permanent vesting of the third phase of options granted to
members of the Executive Board is also subject to ANF Immobilier’s
stock market performance, which will be determined over a period
of four years (from 22.12.11 to 22.12.15) by adding together (i) the
increase in value of the ANF Immobilier shares and (ii) the dividends
and other distributions achieved (“ANF Immobilier’s Performance”).
VIII
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ANF Immobilier’s performance will be compared to the EPRA index
stock market performance over the same period. This index includes
a panel of European companies similar to ANF Immobilier that are
selected by the Supervisory Board upon the Compensation and
Appointments Committee’s proposal:
• if ANF Immobilier’s performance is greater than or equal to 120%
of the index’s stock market performance over the same period,
the third phase of options will be fully vested to the beneficiaries
on December 22, 2015;
• if ANF Immobilier’s performance is equal to that of the index’s
stock market performance over the same period, only a fraction
of the options, such that the sum of the stock options permanently
vested for all three phases being equal to 87.5% of all the options
granted, will be permanently vested by the beneficiary on
December 22, 2015;
• if ANF Immobilier’s performance is less than or equal to 80% of
the index’s stock market performance over the same period, only
a fraction of the options, such that the sum of the stock options
permanently vested for all three phases being equal to 75% of all
the options granted, will be permanently vested by the beneficiary
on December 22, 2015.
The third phase of options will be permanently vested proportionately
within these limits.
The options permanently vested in accordance with the regulations
explained above shall be referred to as “the vested options”. The
options that would not have been vested, on a determined date,
taking into account the regulations explained above, shall be referred
to as “the non-vested options”.
Subject to provisions defined in Article 6 of the regulation, the nonvested options (resulting from a beneficiary not reaching four years
of service and/or departure before the expiration of one or more of
the vesting periods listed above), will automatically become forfeited,
except in the following cases:
• performance of duties in another company of the Group (“company
of the Group” being understood as the company Eurazeo, the
company ANF Immobilier, and the companies that they control within
the meaning of Article L. 233-1 of the French Commercial Code);
• when the beneficiary is led to perform his/her duties in another
company of the Group, the condition of attendance at the end of
the future vesting periods is therefore assessed within this other
company. The permanent vesting of the third phase of options
remains subject to the condition of ANF Immobilier’s stock
performance as defined above. In the event that a company leaves
the Group, the Executive Board will determine if the options can
be kept or not, without possible appeal, contingent upon the
circumstances and prior to this transaction;
• involuntary retirement. Involuntary retirement does not lead to the
early vesting of those options that remain vested at the end of the
three successive vesting periods, the third phase being subject to
the performance condition defined above;
• formal agreement of the Executive Board for all of the beneficiaries,
on assent of the Compensation and Appointments Committee
(solely for members of the Executive Board), removing the forfeiture
of the non-vested options according to the terms defined by the
Executive Board.
Contents
Article 5: Terms for exercising options
II
The vested options can be immediately exercised at the end of each
of the three successive vesting periods.
Notwithstanding, the options granted to beneficiaries cannot be
exercised within the ten trading days preceding the publication date
of the annual or half-yearly financial statements, and more generally,
the date the Company releases its earnings or prospective earnings.
The options must be exercised within ten years, i.e. before
December 22, 2021, the date beyond which the vested options
that were not exercised will become automatically forfeit.
III
Article 6: Early vesting of options
In the event that one of the following events takes place, all of the
options, and including the options that are not yet vested, will be
vested early and can be immediately exercised regardless of the
conditions of attendance and years of service:
(i) disability corresponding to the second or third category
classification, as defined by Article L. 341-4 of the French Social
Security Code;
IV
(ii) death: the heirs can exercise the options during a six month
period following the date of death. Beyond this timeframe, the
options will become irrevocably forfeit;
(iii) the filing of a takeover bid for the Company’s securities declared
in compliance by the Financial Markets Authority;
(iv) a takeover of the Company consisting of: (i) a change in control
as defined in Article L. 233-3 of the French Commercial Code;
(ii) a change of majority in the Supervisory Board at one time and
at the initiative of a new shareholder or new shareholders acting
in concert; (iii) a company holding, directly or indirectly, more than
30% of the Company’s voting rights, accompanied by a more
than 20% change of members in the Executive Board and the
Supervisory Board over a period of nine months;
(v) the revocation of more than half of the Company’s Supervisory
Board members’ terms of office at the Company’s Shareholders’
Meeting.
V
VI
However, in the case of (iii), (iv), and (v), the beneficiary can only
immediately vest and exercise his/her non-vested options if he/she
has had, on the date of the incident justifying the early exercising of
options, a regular grant of stock options for more than two years for
the present option plan and/or a previous option plan.
Furthermore, in the event that one of the aforementioned incidents
takes place before the vesting date of the third phase of the options,
ANF Immobilier’s performance, within the meaning of Article 4 of
the present regulations, will be deemed less than or equal to 80%
of the index’s stock market performance, so that the sum of the
permanently vested options for the three phases is equal to 75% of
all of the options granted to the beneficiary.
Also, in the event of involuntary termination of one of the Executive
Board member’s duties, the options that are not yet vested by the
concerned party can be exercised, by applying the performance
conditions defined below, during the period between the date on
which the options have been granted (i.e. December 22, 2011) and
the date of termination (in other words, the date of the Supervisory
Board meeting having put an end to the term of office), after
VII
VIII
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implementing the procedure defined in Article L. 225-90-1 of the
French Commercial Code:
Contents
II
Article 7: Transfer of shares
• if ANF Immobilier’s performance (as defined by Article 4 of the
present regulations) is greater than or equal to 120% of the EPRA
index’s stock market performance over this period, all of the
options that have not yet been vested can be exercised;
The Company’s shares acquired through exercising options are
inaccessible up to and including December 22, 2015 (inaccessibility
period), except in the case of dismissal, retirement, second or
third category disability, and death, according to the terms defined
in Article 91B, Note II of the French General Tax Code.
present regulations) is less than 120% and greater than 80% of the
EPRA index’s stock market performance over this period, only a
fraction of the options can be exercised. This fraction is determined
so that the sum of the stock options permanently vested for all
three phases is equal to 87.5% of all the options granted;
In accordance with Article L. 225-185, paragraph four, of the French
Commercial Code, the members of the Executive Board shall be
obliged to hold in his/her name, throughout his/her entire term of
office, either directly or indirectly via heritage or family-run structures,
a minimum number of registered shares arising from the exercise of
options granted corresponding to an exchange value equal:
present regulations) is less than or equal to 80% of the EPRA
index’s stock market performance over this period, only a fraction
of the non-vested options can be exercised. This fraction is
determined so that the sum of the stock options permanently
vested for all three phases is equal to 75% of all the options
granted.
• to two times the amount of annual compensation (fixed + variable)
paid for the 2011 fiscal year for the Chairman of the Executive
Board. This minimum number of shares must be reached within
three years of the date the first options are exercised;
III
IV
• to one times the amount of annual compensation (fixed + variable)
paid for the 2011 fiscal year for the Chief Operating Officer. This
minimum number of shares must be reached within three years
of the date the first options are exercised;
• to one times the amount of annual compensation (fixed + variable)
paid for the 2011 fiscal year for the other members of the Executive
Board. This minimum number of shares must be reached within
five years of the date the first options are exercised.
V
Presentation of the information required as part of AFEP/MEDEF recommendations
TABLE 9: PRESENTATION OF THE INFORMATION REQUIRED AS PART OF AFEP/MEDEF RECOMMENDATIONS
In accordance with the AMF Recommendation of December 22, 2008,
the table below presents the information required as part of AFEP/
MEDEF recommendations as to whether, for executive corporate
officers and where applicable, the following exist: (i) an employment
contract in addition to the corporate office, (ii) supplementary pension
Corporate Officer
Employment
contract
Yes
Bruno Keller
Beginning of term: May 4, 2005
End of term: March 25, 2013
Beginning of term: December 14, 2006
X
Ghislaine Seguin
Member of the Executive Board
Beginning of term: December 9, 2008
X
plans, (iii) commitments made by the Company on compensation or
benefits due or that are likely to be due as a result of or following
the termination of or change in positions of the executive corporate
officer and (iv) non-compete compensation.
Compensation or benefits
due or that are likely
to be due as a result
of termination of
or change in positions
Supplementary
pension plan
No
No
Compensation
pertaining to
a non-compete
clause
No
Yes
X
X
X
X
X
X
X
X
Yes
X
VI
Yes
No
VII
VIII
X
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Executive and employee interest in share capital
4
Contents
6. Executive and employee interest
in share capital
II
6.1 Allocation of bonus shares
The Executive Board, upon the proposal of the Supervisory Board
and acting by virtue of the Ninth resolution voted in the Ordinary and
Extraordinary Shareholders’ Meeting on May 12, 2006, decided on
July 24, 2006, to grant bonus shares to members of the Executive
Board as well as qualifying personnel, as defined by the resolution.
The regulations of the bonus share grant plan calls, in particular, for
a three-year “vesting period” from the date of the Executive Board’s
decision on July 24, 2006, at the end of which the shares only fully
vest if the recipient is still an employee or officer of ANF Immobilier (or
its subsidiaries), except in the case of death, retirement or disability.
III
Following the adjustments made by the Executive Board in
accordance with the applicable legal and regulatory provisions, the
number of bonus shares granted is as follows:
Name of Beneficiary
Number of bonus shares
after adjustment
IV
Members of the Executive
Board
Bruno Keller, Chairman
24,998.55
The “vesting period” is followed by a two-year “retention period”
starting from the end of the vesting period, during which the recipient
may not dispose of the shares received.
Xavier de Lacoste
Lareymondie
13,750.10
Brigitte Perinetti(1)
2,188.39
A total of 52,584 bonus shares, with a value of €38.26 each (share
price on July 24, 2006) and representing slightly less than 0.32% of
the Company’s capital, were initially granted to twelve recipients, all
of whom subscribed to warrants.
Richard Odent(2)
2,812.68
Granted to employees
15,505.77
6.2 Warrants
VI
The eighth resolution of the May 12, 2006 Ordinary and Extraordinary
General Shareholders’ Meeting delegated authority to the Executive
Board for a period limited to three months to issue a maximum of
333,000 warrants, representing approximately 2% of the Company’s
share capital, to members of the Executive Board and employees
in the positions of Director, Deputy Director, Department Manager
or Business Manager.
(I)
On July 24, 2006, upon the proposal of the Supervisory Board, the
Executive Board decided, on the basis of the above resolution, to
issue warrants to all employees in these categories who met the
criteria specified above.
Paying up: The subscriptions were fully paid up in cash.
At the close of the subscription period, between July 26, 2006
and August 10, 2006, 262,886 warrants had been subscribed by
12 beneficiaries(1), for an amount of €920,101.
V
(1) Brigitte Perinetti resigned from her duties as member of the Executive Board
effective as of March 19, 2010.
(2) Richard Odent resigned from his duties as member of the Executive Board
effective as of January 31, 2008.
WARRANT TERMS
Unit price: €3.50
Form of warrants: The warrants are registered and are recorded
using book entries.
Listing: No request will be filed for the warrants to be admitted to
trading on a regulated market.
VII
Protection of warrant-holder rights: Ensured by adjusting the exercise
ratio specified in the terms set forth by the Executive Board in
accordance with Article L. 288-99 of the French Commercial Code
and the provisions of the 8th resolution of the May 12, 2006 Ordinary
and Extraordinary Shareholders’ Meeting.
VIII
(1) Including Mr. Bruno Keller (110,919); Mr. Xavier de Lacoste Lareymondie (61,006); Ms. Brigitte Perinetti (9,706); and Mr. Richard Odent (12,479).
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(II)
Contents
II
TERMS AND CONDITIONS FOR THE EXERCISE OF WARRANTS
Exercise of subscription rights
Adjustment to account for Reserve Distribution
Initial exercise ratio: one (1) share for one (1) warrant at an average
exercise price of €35 per warrant any time between August 11, 2010
and November 10, 2011.
At its meetings on March 26, 2008, December 1, 2008, July 27,
2009, and July 19, 2010, the Executive Board adjusted the warrant
exercise ratio to 1.21 shares for one (1) warrant, at an average unit
exercise price of €35 per warrant.
In order to protect warrant-holders’ rights following the distribution of
reserves carried out as part of the dividend payment decided at the
Ordinary and Extraordinary Shareholders’ Meeting on May 17, 2011
(the “Reserve Distribution”), ANF Immobilier’s Executive Board
adjusted the warrant exercise ratio on May 19, 2011 (i.e. 1.21 new
ANF Immobilier shares for one (1) warrant), by multiplying it by the
following adjustment factor (“First Adjustment Factor”):
1
1 – (Amount of dividend per share) / (Value of the share before
dividend)
Where:
III
• the “Value of dividend per share” means an amount in euros equal
to the following division:
25,486,763.22
27,538,125
• the “Value of share before dividend” means ANF Immobilier’s
weighted average share price in the last three market sessions
prior to the payout date, i.e. €35.06.
IV
As a result, the warrant exercise ratio stands at 1.24 shares for one
(1) warrant, while the number of warrants and their exercise price
remain unchanged.
V
6.3 Stock Options
(I)
OPTIONS GRANTED BY ANF IMMOBILIER
During the fiscal years ending December 31, 2007, December 31,
2008, December 31, 2009, and December 31, 2010, the
Executive Board granted stock options, the main features of
which are described in Table 8 of the paragraph “Stock option
and performance share grants” in Section 5.6 of Chapter II of the
Registration Document.
In order to protect the rights of the recipients of stock options
following the Reserve Distribution, ANF Immobilier’s Executive Board
adjusted the exercise terms of options on October 17, 2011, as
follows:
a)
Adjustment of the stock option purchase price
the share purchase price was multiplied by the following first
adjustment factor.
b)
VI
Adjustment of the number of stock options
The number of stock options for each recipient was multiplied by the
following adjustment factor:
Stock option purchase price
Adjusted stock option purchase price
VII
VIII
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Contents
II
Consequently, the new stock option purchase price and the number of stock options for each beneficiary break down as follows:
2007 plan
2008 plan
2009 plan
2010 plan
12/17/2007
12/19/2008
12/14/2009
12/15/2010
Purchase price of shares
39.08
25.53
29.64
31.16
Share value before distribution
35.06
35.06
35.06
35.06
Adjusted stock option purchase price
38.05
24.86
28.86
30.34
124,352
147,582
175,553
171,437
Date of allocation
Number of stock options
III
65,502
71,403
88,595
86,561
Xavier de Lacoste Lareymondie, Member of the Executive
Board and Chief Operating Officer
29,360
35,302
42,638
41,731
3,249
4,007
4,431
-
-
5,505
9,414
9,305
26,241
31,365
30,475
33,840
Brigitte Perinetti, Member of the Executive Board(1)
Ghislaine Seguin, Member of the Executive Board and Real
Estate Director
Employees
IV
(1) Brigitte Perinetti resigned from her duties as member of the Executive Board effective as of March 19, 2010.
(II)
OPTIONS GRANTED BY EURAZEO
Stock options granted individually to executives and aggregate stock options granted to employees at Eurazeo are also examined by Eurazeo’s
Compensation and Appointments Committee. As part of a policy of loyalization of key executives, Eurazeo implemented a policy to distribute
stock options on a regular basis. The amount set per individual is based on the potential gains from exercising the options compared to the
annual salary of the person concerned, after consulting with an external specialist.
V
Eurazeo options granted in 2008
Number
Maturity dates
Price
Bruno Keller
21,077
05/20/2018
€71.72
Patrick Sayer
131,709
05/20/2018
€71.72
28,051
05/20/2018
€71.72
Number
Exercise date
Price
Philippe Audouin
VI
Eurazeo options exercised in 2008
None
VII
Number
Maturity dates
Price
Bruno Keller
10,860
06/01/2019
€29.09
Patrick Sayer
132,381
06/01/2019
€29.09
28,994
06/01/2019
€29.09
Philippe Audouin
Options exercised by each executive
corporate officer
VIII
Number
of options
No. and date exercised during
of plan
the fiscal year
Exercise price
Year of grant
Patrick Sayer
2002 plan
15,723
€36.00
2002
Bruno Keller
2004 plan
13,000
€37.32
2004
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Contents
II
Number
Maturity dates
Price
Bruno Keller
21,678
05/10/2020
€45.59
Patrick Sayer
132,099
05/10/2020
€45.59
Philippe Audouin
28,930
05/10/2020
€45.59
Fabrice de Gaudemar
22,776
05/10/2020
€45.59
III
corporate officer
Bruno Keller
Number
of options
of plan
the fiscal year
2004
Exercise price
Year of grant
€35.54
2004
26,039
IV
Number
Maturity dates
Price
Bruno Keller
21,736
05/31/2021
€53.07
Patrick Sayer
132,274
05/31/2021
€53.07
Philippe Audouin
14,597
05/31/2021
€53.07
Fabrice de Gaudemar
24,350
05/31/2021
€53.07
Number
of options
of plan
the fiscal year
Exercise price
Year of grant
V
corporate officer
None
VI
6.4 Potential Capital Ownership Resulting
from Stock Options
Taking the allocation of stock options into account, the maximum number of ANF Immobilier shares that may be acquired by the beneficiaries
is as follows:
Maximum number of shares
that may be vested for stock options granted
Total
Bruno Keller, Chairman
397,330
397,330
190,138
190,138
33,390
33,390
166,938
166,938
VII
Members of the Executive Board:
Ghislaine Seguin
Employees and former Employees
VIII
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Transactions Performed by Executives Involving Company Securities during the Last Fiscal Year
4
Contents
7. Transactions Performed by Executives
Involving Company Securities during
the Last Fiscal Year(1)
II
III
Summary of the transactions on the Company’s securities mentioned in Article L. 621-18-2 of the French Monetary and Financial Code and
of Articles 223-22 et seq. of the Financial Markets Authority’s General Regulations over the last fiscal year(1).
Description
of the financial
instrument
Type of transaction
Number
of securities
Bruno Keller
Shares
Shares
Transfer
Exercise of warrants
136,443
136,719
Shares
Shares
Shares
Shares
Transfer
Purchase-Sale transaction(1)
Acquisition(1)
Exercise of warrants
75,114
9,601
271
75,114
Isabelle Xoual*
Member of the Supervisory Board
Shares
Acquisition
250
Name and position
IV
(1) Including the transactions performed by closely tied people, as defined by the Financial Markets Authority’s directive of September 28, 2006.
V
VI
VII
VIII
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74
I
Excerpts from the Articles of Association regarding Corporate Governance
4
Contents
8. Excerpts from the Articles of Association
regarding Corporate Governance
II
Organization and operation of the Executive
and Supervisory Boards
a) Executive Board
Composition (excerpts from Articles 17 and 18
of the Articles of Association)
The Company is managed by an Executive Board consisting of three
to seven members, who are appointed by the Supervisory Board.
The Executive Board exercises its remit under the control of the
Supervisory Board, in accordance with the law and the Company’s
Articles of Association.
Members of the Executive Board may be chosen from outside the
shareholders. They must be natural persons. They may always be
re-elected. No member of the Supervisory Board may be a member
of the Executive Board.
The age limit for a member of the Executive Board is sixty-eight (68).
Any member of the Executive Board who reaches this age is deemed
to have automatically resigned.
The Executive Board is appointed for a term of four (4) years. In
the event that a seat becomes vacant, the Supervisory Board, in
accordance with the law, appoints a successor for the remaining
term of their predecessor’s office.
A member of the Executive Board may be dismissed either by
the Supervisory Board or by the Shareholders’ Meeting on the
Supervisory Board’s proposal. When an appointment is terminated
without justification, damages may be awarded.
The Supervisory Board appoints one of the members of the Executive
Board as Chairman.
Executive Board resolutions (excerpt from Article 19
1. The Executive Board meets as often as required by the Company’s
interests, once a meeting has been called by the Chairman or
by at least half of the Executive Board’s members, either at the
registered offices, or at any other place specified in the notice of
meeting. Items may be added to the agenda at the time of the
meeting. Notices may be made via any means of communication,
including verbally.
2. The Chairman of the Executive Board or, in their absence, the
Chief Operating Officer appointed by them, chairs the meetings.
3. The resolutions adopted by the Executive Board are valid only if
at least half of its members are present. Decisions are adopted
by majority vote of the members present or represented. In the
event that votes are tied, the Chairman of the meeting has the
casting vote.
III
Members of the Executive Board may take part in Executive
Board meetings by video conference or by telephone under the
conditions authorized by the regulations in force that apply to
Supervisory Board meetings. They are then deemed to be present
for the calculation of the quorum and majority.
IV
4. Discussions at meetings of the Executive Board are recorded in
the form of minutes drawn up in a special register and signed by
the members of the Executive Board attending the meeting.
5. The Executive Board sets out the internal rules of procedure for
its own operation and notifies the Supervisory Board thereof for
information purposes.
Powers and duties of the Executive Board (Article 20
V
1. The Executive Board enjoys the most extensive authority to act in
the name of the Company in all circumstances, within the limits
of the corporate purpose, and subject to the authority expressly
conferred on the Shareholders’ Meetings and the Supervisory
Board by law and by these Articles of Association.
No restriction on its powers is binding on third parties, and
the latter can issue proceedings against the Company, in
accordance with the commitments made in its name by the
Chairman of the Executive Board or a Chief Operating Officer,
once their appointments have been publicized in accordance
with the law.
VI
2. Members of the Executive Board may divide management roles
between them with the authorization of the Supervisory Board.
Under no circumstances, however, may this division relieve the
Executive Board of the obligation to meet and discuss the most
pertinent Company management issues, nor may it be invoked
as grounds for exemption from the joint and several liability of the
Executive Board and each of its members.
VII
3. The Executive Board may give power to one or more of its
members, or in any person not on the Board, to carry out any
special temporary or permanent roles as it determines, and
delegate to them such powers as it deems necessary for one
or more specific purposes, with or without the option to subdelegate such authority.
VIII
4. The Executive Board draws up and presents the quarterly, halfyearly and annual financial statements, budgets and reports to
the Supervisory Board, as required by law and Paragraph 1 of
Article 14 of the Articles of Association.
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The Executive Board calls all Shareholders’ Meetings, sets their
agenda, and executes their decisions.
5. The members of the Executive Board are liable to the Company or
to third parties, individually or jointly, depending on the case, either
for breaches of the legal provisions governing limited companies,
or for breaches of the present Articles of Association, or for
mistakes made in their management remit, under the conditions
and subject to the penalties specified by the legislation in force.
Compensation paid to members of the Executive
Board (Article 21 of the Articles of Association)
The Supervisory Board sets the method and amount of compensation
paid to each member of the Executive Board, and sets the number
and conditions for subscription to or purchase of the shares that may
potentially be awarded to them.
b) Supervisory Board
Composition (Article 11 of the Articles of Association)
1. The Supervisory Board consists of a minimum of three
(3) members and a maximum of eighteen (18) members, subject
to the derogation provided by law in the event of a merger.
The members of the Supervisory Board are appointed by the
Ordinary Shareholders’ Meeting; however, the Supervisory Board
may co-opt replacement members in the event that one or more
positions become vacant. A replacement member is co-opted for
the remaining period of his predecessor’s appointment, subject
to ratification at the next Shareholders’ Meeting.
The number of Supervisory Board members aged over seventy
(70) cannot exceed one third of the number of sitting members of
the Supervisory Board in office. When this proportion is exceeded,
the oldest member of the Supervisory Board, with the exception
of the Chairman, ceases his duties at the end of the next Ordinary
Shareholders’ Meeting.
2. Throughout their terms of office, each member of the Supervisory
Board must own at least two hundred and fifty (250) shares.
3. The members of the Supervisory Board are appointed for a period
of four (4) years. They may stand for re-election. The Supervisory
Board members’ duties end following the Shareholders’ Meeting
approving the financial statements for the last fiscal year, held in
the year during which the term of office expires. However, the
duties of current members of the Supervisory Board whose term
of office was set at six years shall continue to serve until their term
of office expires.
Chairmanship of the Supervisory Board (Article 12
1. The Supervisory Board shall elect a Chairman and Vice-Chairman,
who must be private individuals, from among its members for their
term of office.
It shall set their fixed and variable compensation.
The Chairman is responsible for convening Board meetings at
least four times a year, and for chairing the discussions.
Contents
2. The Vice-Chairman fulfils the same role and has the same powers,
in the event that the Chairman is detained elsewhere, or where
the Chairman has temporarily delegated their powers to them.
II
3. The Supervisory Board may appoint a secretary from among or
outside its members.
Discussions of the Supervisory Board (Article 13
1. The members of the Supervisory Board may be convened to its
meetings by any means, including verbally.
III
The meetings of the Supervisory Board take place at the registered
offices or in any other place specified in the notice of meeting. The
meetings are chaired by the Chairman of the Supervisory Board
or, in their absence, by the Vice-Chairman.
2. The meetings are held and resolutions are adopted under the
conditions of quorum and majority specified in law. In the event
that votes are tied, the Chairman of the meeting has the casting
vote.
3. The Supervisory Board draws up internal rules that may specify that,
except for decisions relating to the appointment or replacement
of its Chairman and Vice-Chairman, and those relating to the
appointment or dismissal of members of the Executive Board, the
members of the Supervisory Board taking part in the meeting by
video conference or telephone are deemed to be present for the
purposes of quorum and majority, under the conditions allowed or
laid down in law and by the regulations in force.
IV
V
4. Minutes of the Board meetings are taken and copies or excerpts
thereof are certified and delivered in accordance with the law.
Powers of the Supervisory Board (Article 14
1. The Supervisory Board monitors the Executive Board’s
management of the Company on a continuous basis.
VI
Throughout the year, the Supervisory Board performs the checks
and verifications that it deems appropriate, and may require
the Executive Board to provide any and all documents that it
considers useful for fulfilling its remit.
At least once a quarter, the Executive Board presents a report
to the Supervisory Board outlining the main acts or deeds of
Company management, which provides the Supervisory Board
with all necessary information on trends in the Company’s
business, as well as the quarterly and half-yearly financial
statements.
VII
The Executive Board presents the budgets and investment plans
to the Supervisory Board every six months.
At the end of each financial year, and within the regulatory timeframe,
the Executive Board submits the annual financial statements, the
consolidated financial statements and its report to the Shareholders’
Meeting to the Supervisory Board for review and verification. The
Supervisory Board presents its comments on the Executive Board’s
report and on the annual, Company, and consolidated financial
statements to the annual Shareholders’ Meeting.
VIII
This supervision may not, under any circumstances, give rise to
acts of management being carried out directly or indirectly by the
Supervisory Board or its members.
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2. The Supervisory Board appoints and may dismiss members of
the Executive Board, under the conditions provided in law and
by Article 17 of these Articles of Association.
3. The Supervisory Board draws up the draft resolutions
recommending the appointment of Statutory Auditors to the
Shareholders’ Meeting, under the conditions specified by law.
4. The following transactions require the prior approval of the
Supervisory Board:
a) transactions pursuant to the legal and regulatory provisions in
force:
• disposal of properties that are immoveable by nature;
• full or partial disposal of investments;
• the creation of securities, as well as the granting of pledges,
endorsements and guarantees.
b) transactions pursuant to these Articles of Association:
• proposal of any amendments to the Articles of Association to the
Shareholders’ Meeting;
• any transactions that may result in an increase or decrease in the
Company’s share capital, immediately or at a later date, via the
issue of securities or the cancellation of shares;
• the introduction of any stock option plan, or granting of Company
stock options;
• proposal of any share buyback programs to the Shareholders’
Meeting;
• proposal of any allocation of earnings, dividend payment, or any
interim dividend payment to the Shareholders’ Meeting.
• the acquisition of a new or additional interest in any entity
or company, or any disposal of investments where the
amount invested by the Company is over twenty million euros
(€20,000,000);
• all debt agreements where the amount of the transaction exceeds
twenty million euros (€20,000,000) in one or more installments.
In assessing the threshold of twenty million euros (€20,000,000),
the following items are taken into account:
Contents
Attendance fees may be granted to the Supervisory Board by the
Shareholders’ Meeting. The Supervisory Board distributes such fees
freely among its members.
The Supervisory Board may also award exceptional compensation
to members of the Supervisory Board in the cases and under the
conditions provided for by law.
On May 4, 2005, ANF Immobilier’s Supervisory Board adopted
Internal Rules of Procedure intended to set out its terms of operation,
in addition to legal provisions and the provisions in the Company’s
Articles of Association.
IV
An Audit Committee Charter, a Properties Committee Charter, and a
Compensation and Appointments Committee Charter are appended
to the Internal Rules of Procedure. These documents set out the
remits of and the procedures for these Committees’ meetings (see
also the paragraph entitled “Supervisory Board Committees” in the
“Report of the Chairman of the Supervisory Board on Internal Control
and Risk Management” in Part VIII of the Registration Document).
These Internal Rules of Procedure, pursuant to Article 13 of the
Company’s Articles of Association, may be amended at any time by
a resolution of the Supervisory Board.
V
ARTICLE 1: COMPOSITION OF THE BOARD
1. In accordance with Article 11 of the Company’s Articles of
Association, the Supervisory Board is composed of three to
eighteen members appointed by the Shareholders’ Meeting for
a term of four years.
2. The Supervisory Board ensures that its members are gradually
renewed in as equal as possible fractions. As required, the Board
may invite one or more of its members to resign to implement
such a gradual renewal policy.
VI
ARTICLE 2: PARTICIPATION ON THE BOARD: INDEPENDENCE
1. Each member of the Supervisory Board must dedicate the time
and attention necessary to fulfill their remit, and must regularly
attend meetings of the Board and of the Committee (s) of which
they are a member.
• liabilities or similar instruments where the Company gives a
specific guarantee or bond for such financing. Other loans taken
out by the subsidiary or investment involved, or by a specialpurpose acquisition vehicle, and for which the Company has
not provided a specific guarantee or pledge, are not taken into
account when calculating the aforementioned threshold;
Any Board member who has not attended half the meetings of
the Board and Committees of which they are a member over the
year shall be deemed to wish to terminate their office and shall be
asked to resign, unless exceptional circumstances apply.
The Supervisory Board may decide to create Internal Committees
responsible for reviewing issues referred to them for an opinion by
the Supervisory Board or its Chairman.
III
c) Internal Rules of Procedure
• the value of the investment made by the Company as it appears
in its company financial statements, whether in the form of
equity capital or similar instruments, or in the form of shareholder
loans or similar instruments,
c) any agreement governed by Article L. 225-86 of the French
Commercial Code.
II
Compensation paid to members of the Supervisory
Board (Article 15 of the Articles of Association)
VII
2. The Supervisory Board defines and reviews the independence
of its members every year. It rules on the qualification of its
members after receiving an opinion from the Compensation and
Appointments Committee.
VIII
A member of the Supervisory Board is independent when,
directly or indirectly, they have no relationship whatsoever with
the Company, its Group or its management that may affect or
compromise their freedom of judgment.
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In principle, any member of the Supervisory Board is considered to
be an independent member if they:
• are not, and have not been a corporate officer or employee of
the Company or a company that it consolidates during the last
five fiscal years;
Contents
video conference or telephone are deemed to be present for the
purposes of quorum and majority, under the conditions allowed
or laid down in law and by the regulations in force.
5. The Supervisory Board may authorize non-members to attend
meetings, including by video conference or telephone.
• is not, and has not been during the course of the last five fiscal
years, a corporate officer of a company in which the Company, or
one of its employees, designated for this purpose, holds or has
held the office of Director;
6. An attendance register signed by the members of the Supervisory
Board who attend the meeting is kept at the registered offices.
• is not, and has not been during the last five fiscal years, a Statutory
Minutes of the discussions of every Supervisory Board meeting are
drawn up, in accordance with the legal provisions in force.
• is not, directly or indirectly, a material client, supplier, investment
The minutes mention whether video conference or telecommunication
facilities were used, as well as the name of each member who
attended the meeting via such facilities.
• have no close family ties with any of the Company’s corporate
officers.
The Supervisory Board may take the view that one of its members
who meets these criteria should not be described as independent
due to a specific situation, or conversely, that one of its members who
does not meet all these criteria should be described as independent.
ARTICLE 3: SUPERVISORY BOARD MEETINGS
1. Pursuant to paragraph 3 of Article 12 of the Articles of
Association, the Supervisory Board shall appoint a secretary, who
is not required to be one of its members, on the proposal of its
Chairman.
2. The Supervisory Board meets as often as required by the
Company’s interests and at least once a quarter. Notices of
meetings may be issued by letter, telegram, fax, email or verbally.
They may be delivered by the Secretary of the Board.
Meetings are convened by the Chairman, who sets their agenda,
which may only be set at the time of the meeting.
If the Chairman is unable to attend, they are replaced in all
capacities by the Vice-Chairman.
The Chairman must hold a Supervisory Board meeting within two
weeks of any justifiable request for a meeting being submitted
by at least one-third of its members or by the Executive Board. If
the request is ignored, the parties who requested the meeting are
authorized to convene a meeting themselves and set the agenda.
Meetings are held at the location designated in the notice of
meeting.
3. A member of the Supervisory Board may give any other
Supervisory Board member proxy for a meeting by letter,
telegram, fax or electronic mail. Members are authorized to act
as proxy for one member only at a given meeting.
These provisions apply to permanent representatives of a legal
entity.
Supervisory Board resolutions are only valid if at least half of the
members are present. Decisions are adopted by majority vote of
the members present or represented. In the event that votes are
tied, the Chairman of the meeting has the casting vote.
4. Except for decisions relating to the appointment or replacement
of its Chairman and Vice-Chairman, and those relating to the
appointment or dismissal of members of the Executive Board, the
members of the Supervisory Board taking part in the meeting by
II
ARTICLE 4: MINUTES
The Secretary of the Supervisory Board is authorized to deliver and
certify copies or excerpts of the minutes.
III
IV
ARTICLE 5: EXERCISE OF THE SUPERVISORY BOARD’S REMIT
The Supervisory Board monitors the Executive Board’s management
of the Company on a continuous basis. To do so, it exercises the
remit granted by law and the Articles of Association.
1.
Information provided to the Supervisory Board
Throughout the year, the Supervisory Board performs the checks and
verifications that it deems appropriate, and may require the Executive
Board to forward any documents that it considers useful for the
fulfillment of its remit.
V
The Chairman specifically asks the Executive Board to send them a
monthly update on the Company’s investments, cash position and
any potential debt, as well as the transactions performed.
The Executive Board presents the Supervisory Board with a report
covering these same items and a description of the Company’s
businesses and strategy at least once a quarter.
The Executive Board also presents its budgets and investment plans
to the Supervisory Board once every six months.
2.
VI
Prior authorization from the Supervisory Board
1. In accordance with Article 14.5 of the Articles of Association,
the Supervisory Board sets the duration, amounts and terms
according to which it grants the Executive Board advance
authorization in writing to perform one or more transactions
listed in a) and b) of paragraph 4 of Article 14 of the Articles of
Association.
2. By authorization of the Supervisory Board and based on the
favorable opinion of the Properties Committee, the Chairman
may authorize the Executive Board to perform transactions
listed in a) and b) of paragraph 4 of Article 14 of the Articles
of Association between two Supervisory Board meetings in the
event of an emergency, only if the amount of said transactions
(as accounted for in assessing the threshold, in accordance with
paragraph 4 of Article 14 of the Articles of Association) is between
€20,000,000 and €50,000,000 for transactions listed in the last
two sub-sections of b).
VII
VIII
This authorization must be given in writing. The Chairman shall
submit a report to the Supervisory Board for its approval at its
next meeting.
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Contents
3. The Supervisory Board grants its Chairman the authority to
appoint any new Company representative to any Board of
any French or foreign company in which the Company has an
investment of at least €20,000,000.
9. Each Committee issues proposals, recommendations and
opinions within its field of competence. For this purpose, it may
conduct any and all studies likely to clarify the deliberations of the
Supervisory Board, or request that said studies be conducted.
4. The Chairman of the Supervisory Board may issue an opinion at
any time to the Executive Board on any transaction that it has
carried out, is carrying out or is planning to carry out.
10.The compensation paid to the members of each Committee is set
by the Supervisory Board and deducted from the overall annual
attendance fee amount.
5. The prior approvals and authorizations granted to the Executive
Board pursuant to Article 14 of the Articles of Association and
this Article are mentioned in the minutes of the Supervisory Board
and Executive Board meetings.
ARTICLE 6: FORMATION OF COMMITTEES – JOINT PROVISIONS
1. Pursuant to paragraph 6 of Article 14 of the Articles of Association,
the Supervisory Board has decided to set up an Audit Committee,
a Properties Committee and a Compensation and Appointments
Committee. These three Board Committees are permanent
Committees. Their particular roles and operating procedures are
laid down in their charters, which are provided in appendices 1,
2 and 3 of these regulations.
2. Each Committee has between three and seven members
appointed in their own names, who cannot delegate
representatives. These members are chosen at the Supervisory
Board’s discretion and from among its members.
3. The Supervisory Board ensures that they include independent
members. Committee members’ terms of office correspond to
their terms as members of the Supervisory Board, the Supervisory
Board being at all times entitled to change the composition of the
Committees, thereby ending the term of any Committee member.
4. The Supervisory Board can also appoint one or more non-voting
members to one or more Committees for the term that it chooses.
Pursuant to the Articles of Association, non-voting members
appointed by the Supervisory Board take part in the deliberations
of the Committee to which they are appointed in an advisory
capacity only. They cannot replace members of the Supervisory
Board and may only issue opinions.
5. The Supervisory Board appoints the Committee Chairman from
among its members for the length of their term as a member of
that Committee.
6. Every Committee reports on the execution of its remit at the
following Supervisory Board meeting.
7. Every Committee sets the frequency of its meetings, which are
held at the registered offices or in any other location chosen by
the Chairman, who sets the agenda for each meeting.
The Chairman of a Committee may decide to invite all the
members of the Supervisory Board to attend one or more of the
Committee’s meetings. Only Committee members may take part
in the discussions.
Every Committee can invite any person of its choice to its
meetings.
8. The minutes of each meeting are drawn up, unless otherwise
indicated, by the meeting Secretary appointed by the Committee
Chairman and under the Committee Chairman’s authority. The
agenda is forwarded to all Committee members. The Committee
Chairman decides how it will report on the Committee’s work to
the Supervisory Board.
II
ARTICLE 7: COMPENSATION OF THE SUPERVISORY BOARD
III
1. The Chairman and Vice-Chairman may receive compensation,
the form, amount, and terms of which are determined by
the Supervisory Board based on a proposal made by the
Compensation Committee.
2. The Supervisory Board divides the amount of attendance fees
set by the Shareholders’ Meeting pursuant to Article 15 of the
Articles of Association between the Board, its various Specialist
Committees, and the non-voting Directors, if necessary, according
to the following principles:
IV
• the Supervisory Board determines the amount of attendance
fees allocated to members of the Supervisory Board, and the
amount of the fees allocated to the Chairman and members of
each Committee;
• half of the amount of the attendance fees allocated to the
Supervisory Board and Committee members is distributed evenly,
while the other half is distributed in proportion to their actual
attendance at Board and Committee meetings;
V
• the Supervisory Board may decide to allocate a portion of its
attendance fees to non-voting members, under conditions that
it determines.
ARTICLE 8: ETHICS
1. Supervisory Board and Committee members, together with
any other person who attends its meetings and those of its
Committees, are required to respect the confidentiality of its
discussions and those of its Committees, as well as of any other
confidential information or information presented as such by its
Chairman or the Chairman of the Executive Board.
VI
2. In particular, if the Supervisory Board receives confidential
information that is specific and likely to affect the share price of
the Company or of a company that it controls when released,
members of the Supervisory Board must refrain from disclosing
this information to a third party as long as it has not been made
public.
VII
3. Every member of the Supervisory Board is required to inform the
Company in writing by confidential letter, through the intermediary
of the Chairman of the Supervisory Board, of the number of
Company shares that they own and of any transactions carried
out by themselves or persons with whom they have close ties
involving these shares within five business days of the transaction
taking place. They shall also inform the Company of the number
of shares that they own at December 31 each year and during
any financial transactions, in order to enable the Company to
disclose this information.
VIII
4. Moreover, the Company may require every member of the
Supervisory Board to provide any information specifically relating
to transactions involving shares in listed companies that may be
necessary for the Company to meet its disclosure obligations
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towards all authorities, particularly stock market authorities, in
some countries.
5. When a transaction is planned in which a member of the
Supervisory Board or a non-voting member has a direct or
indirect interest (for instance when a member of the Supervisory
Board has an affiliation with the seller’s advisory or corporate
finance bank, or with the advisory or corporate finance bank of
a company competing with ANF Immobilier on said transaction,
or with a significant supplier or customer of a company in which
ANF Immobilier plans to invest), they are required to inform the
Chairman of the Supervisory Board as soon as they become
aware of any such project, and notify them that they are directly
or indirectly involved, and in what capacity. The member of the
Supervisory Board or non-voting member concerned is required
to refrain from attending the part of the Supervisory Board or
Committee meeting that addresses the project in question. As
a result, they do not take part in the Board’s discussions or vote
on the project in question, and the Section of the minutes of the
meeting concerning the project in question is not submitted to
them.
ARTICLE 9: NOTIFICATION
These Internal Rules of Procedure shall be disclosed to the Executive
Board, which shall take note of them through a special resolution.
Appendix I – Audit Committee Charter
ARTICLE 1: MISSION
The Audit Committee reviews the Company’s annual and half-yearly
financial statements before they are submitted to the Supervisory
Board.
ARTICLE 2: RESOURCES
The Audit Committee:
• is involved in the selection of the Statutory Auditors of the Company
and of the companies that it directly or indirectly controls. It
monitors their independence, reviews and approves their audit
program in their presence, together with the results of their reviews,
their recommendations and the resulting consequences;
and methods;
Contents
ARTICLE 3: MEETINGS
II
The Committee meets at least four times a year after a meeting
has been convened by its Chairman. It also meets at the request of
the Chairman of the Supervisory Board or of the Chairman of the
Executive Board.
Any Audit Committee members who attend the meeting by video
conference or any other means of telecommunication are deemed
present for the purposes of quorum and majority, in accordance with
the conditions authorized or specified in law and the regulations in
force for Supervisory Board meetings.
III
Appendix II – Properties Committee Charter
ARTICLE 1: MISSION
planned transaction, action or proposal to the Shareholders’ Meeting
submitted to it by the Chairman of the Supervisory Board, primarily
under the provisions of Article 2.2 of the Supervisory Board’s Internal
Rules of Procedure.
IV
ARTICLE 2: MEETINGS
The Properties Committee meets, when necessary, after a meeting
has been called by its Chairman. It also meets at the request of
Executive Board.
Any Properties Committee members who attend the meeting by video
conference or any other means of telecommunication are deemed
present for the purposes of quorum and majority, in accordance with
the law and the regulations in force for Supervisory Board meetings.
V
Appendix III– Compensation and Appointments
Committee Charter
ARTICLE 1: MISSION
The Compensation and Appointments Committee:
VI
• submits proposals to the Supervisory Board as to the compensation
of its Chairman, Vice-Chairman, and the members of the Executive
Board, as well as the amount of attendance fees to be proposed
at the Shareholders’ Meeting and the allocation of Company stock
option plans to members of the Executive Board;
• the Committee also submits recommendations for appointing
members of the Supervisory and Executive Boards, and renewing
or terminating their appointments. The Committee is informed of
the recruitment and compensation of the key executives of the
Company.
VII
ARTICLE 2: MEETINGS
The Committee meets at least once a year after a meeting has
been convened by its Chairman. It also meets at the request of
Executive Board.
Any Compensation and Appointments Committee members who
attend the meeting by video conference or any other means of
telecommunication are deemed present for the purposes of quorum
and majority, under the conditions authorized or specified in law and
by the regulations in force for Supervisory Board meetings.
VIII
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Information on the service agreements binding the members of the Executive Board and the Supervisory Board
4
Contents
9. Declarations Relating to Corporate
Governance
As decided by the Supervisory Board at its meeting of December 9,
2008 and publicized in a press release dated December 12, 2008,
the Company is guided by the AFEP/MEDEF Corporate Governance
Code of December 2008 (revised in April 2010 as regards increasing
the number of women on Boards), which is available on the MEDEF
website (www.medef.fr) (the “Corporate Governance Code”). The
Corporate Governance Code, which consists of the AFEP/MEDEF
report of October 2003 on the Corporate Governance of listed
companies, and the recommendations on executive compensation
of January 2007 and October 2008, recommends a number of
good operating principles, in order to improve the management and
image of listed companies with investors and the general public (see
paragraph 7 entitled “Report of the Chairman of the Supervisory
Board on Internal Control and Risk Management” in Chapter VIII of
the Registration Document).
ANF Immobilier refers to the Corporate Governance Code, as outlined
above. However, some of the provisions of the Code have had to be
II
adjusted or interpreted in the light of the Company’s situation. The
list below summarizes the provisions of the Code that the Company
has set aside:
III
• independence of the Audit Committee members: there is one
independent member. Due to the quality of the work produced
by the Audit Committee and the competence and specialized
knowledge of its members, the Supervisory Board does not believe
there to be any justification for changing the composition of the
Committee since it enables said Committee to operate effectively;
• severance compensation: the severance compensation payable
to Bruno Keller and Xavier de Lacoste Lareymondie is not subject
to the following cumulative conditions recommended by the
Corporate Governance Code: (i) in the event of dismissal and
(ii) a change in control or strategy. In fact, the Company planned
to pay this severance compensation in the event that they are
dismissed from their positions.
IV
V
10. Information on the service agreements
binding the members of the Executive
Board and the Supervisory Board
to ANF Immobilier or to any
of its subsidiaries
No service agreement that provides for the award of specific benefits
has been entered into between the members of the Executive or
Supervisory Boards and ANF Immobilier or its subsidiary, except for
a service provision agreement between Eurazeo and ANF Immobilier,
as described in the paragraph entitled “Service Agreement” in
VI
VII
Section 3.3 of Chapter V of the Registration Document, and the
benefits granted to some members of the Supervisory Board
described in the paragraph entitled “Members of ANF Immobilier’s
Executive and Supervisory Boards Compensated by Eurazeo” in
Section 5.3 of Chapter II of the Registration Document.
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Related-party transactions
4
Contents
11. Related-party transactions
Pursuant to Article 28 of European Commission Regulation (EC)
809/2004, the Statutory Auditors’ special reports on regulated
agreements relating to the fiscal years ended December 31, 2010
and December 31, 2009, which are included respectively in the
Registration Document filed with the Financial Markets Authority
on Monday, April 18, 2011 (paragraph 6.8) and the Registration
Document filed with the Financial Markets Authority on Wednesday,
April 21, 2010 under number R. 09-041 (paragraph 6.8), are included
in this Registration Document for reference purposes.
II
Please see paragraph 9 entitled “Special report of the Statutory
Auditors on Regulated Agreements and Commitments” in Chapter VIII
of the Registration Document.
Please see also Note 14 to the consolidated financial statements and
Note 20 to the Company financial statements featured in Chapters V
and VI respectively of the Registration Document.
III
Please see the description of the framework agreement with the B&B
Group in Section 8, entitled “B&B”, of Chapter I of the Registration
Document.
IV
V
VI
VII
VIII
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RISK MANAGEMENT,
RISK FACTORS,
AND INSURANCE
1. RISKS RELATED TO
THE COMPANY’S BUSINESS
1.1 Risks related to the Company’s business area
84
84
1.2 Risks related to the Company’s operations
85
1.3 Risks related to major disputes
86
1.4 Risks related to ANF’s assets
86
2. MARKET RISKS
89
2.1 Interest rate risks
89
2.2 Equity investment risks
89
2.3 Foreign exchange risk
89
3. RISKS RELATED TO LIQUIDITY –
DEBT CAPACITY
90
II
4. COMPANY-SPECIFIC RISKS
91
4.1 Risks related to the Company’s shareholding
structure
91
5. RISKS RELATED TO B&B HOTELS
GROUP ASSETS
91
5.1 Risks related to dependency on B&B Hotels
Group business
91
5.2 Risk management processes put in place
by the Company
91
6. INSURANCE AND RISK COVER
92
III
IV
6.1 General overview of Company policy with
regard to insurance
92
6.2 Insurance cover
92
V
VI
VII
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I
RISK MANAGEMENT, RISK FACTORS, AND INSURANCE
Risks related to the Company’s business
4
The following risks are those known by the Company as of the filing
date of this Registration Document that could have a significant
adverse effect on the Company, its operations, financial position,
earnings, and share price, and should be taken into account when
making investment decisions. Investors should note that the following
list is not exhaustive and that risks may exist that are unknown as of
the Registration Document filing date, which could have a significant
Contents
negative effect on the Company, its operations, financial position,
earnings, and share price.
II
The Company has undertaken a review of the risks that could have
a material adverse effect on its business, financial position or income
(or its ability to achieve its objectives) and considers that it is not
exposed to any material risks other than those described in this
III
1.
1.1 Risks related to the Company’s business area
1.1.1 Risks related to the economic
environment and developments
in the property market
ANF Immobilier’s property assets mainly consist of residential and
commercial rental property located in Lyon and Marseille, and hotel
properties located throughout France (see Section 8 “B&B” of Part I
of this Registration Document). As a result, any unfavorable changes
in the French economic climate and/or the property markets in Lyon
and Marseille could have a negative impact on ANF Immobilier’s rental
income and earnings, asset values, investment strategy, financial
position, and growth outlook.
Changes in the economic environment and property market may also
have a long-term effect on occupancy rates and on tenants’ ability
to pay their rents and maintenance costs.
Downward fluctuations in the cost of construction index (ICC) and
quarterly retail rent index (ILC) of the tertiary activities rent index (ILAT)
for retail leases or the rent reference index (IRL) for housing leases, on
which most of the rents under ANF Immobilier’s leases are indexed,
could also affect rental income.
It is difficult to predict cycles in the economy and property market,
particularly in Marseille and Lyon. However, ANF Immobilier’s
downtown locations give it a dominant position in terms of commercial
leases in cities with strong potential and a diverse range of tenants,
making the Company’s rental income especially resilient in the face
of any potential decrease in consumption. In addition, the portfolio of
hotel properties acquired from the B&B Group provides it with a secure
cash flow stream owing to long-term leases and fixed but indexed
rental payments. Lastly, regarding the project program for 2008-2014,
the development of a new project only begins when it is completely
IV
secured (the tenant has been found and financing secured), which is
especially appropriate in a difficult economic environment.
1.1.2 Risks related to the terms of sale
of property assets
The value of ANF Immobilier’s property assets depends on a number
of factors, notably supply and demand in the property market. After
a number of very successful years, the French property market
has slowed in line with the worsening of the financial crisis, notably
resulting in fewer transactions.
Against this backdrop, ANF Immobilier may not always be able to
sell its property at a time or under market conditions that would
allow it to generate the expected profits. These conditions may also
encourage or force ANF Immobiler to postpone some transactions.
Should this situation continue, it could have a significantly negative
effect on ANF Immobilier’s real estate value and on its investment
strategy, financial position, and growth outlook.
1.1.3
V
VI
Risks related to interest rate levels
Interest rate levels play a role in the state of the overall economy, with
a particular bearing on GDP growth and inflation. They also have
an impact on the net asset value of property assets, the borrowing
capacity of market participants, and to a lesser extent, changes in
the ICC, ILC, ILAT, and IRL indices.
VII
Generally speaking, the value of ANF Immobilier’s assets are
affected by interest rates because this net asset value depends on
the property’s resale potential, which itself is a function of buyers’
borrowing capacity and the ease with which they can obtain credit.
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Contents
Therefore, a rise in interest rates, especially a sizeable one, could
prove detrimental to the value of ANF Immobilier’s assets.
1.1.4 Risks related to the competitive
environment
In addition, ANF Immobilier may need to use debt to finance its
growth strategy, although it may also draw on shareholders’ equity
or carry out bond issues. A rise in interest rates would therefore
increase the cost of financing investments by using debt, and could
make implementing the Company’s growth strategy more costly.
A change in strategy of the property owners neighboring those
of ANF Immobilier could affect the implementation of its plan to
redevelop the property complexes located on Rue de la République
in Lyon and in Marseille.
If ANF Immobilier were to obtain additional debt to finance future
acquisitions, its financial position would become more sensitive
to changes in interest rates through the impact such changes
would have on the borrowing costs for loans or bonds. As a result,
ANF Immobilier uses interest rate hedging mechanisms in order to
limit this sensitivity (see Section 2 “Interest rate risks” Chapter II of
the Registration Document).
II
As part of its external growth strategy, ANF Immobilier may come up
against a number of international, national or local competitors, some
of which (i) may be able to acquire assets under terms and conditions,
notably regarding price, that do not correspond to ANF Immobilier’s
investment criteria and objectives, and/or (ii) have greater financial
resources and/or more property.
III
ANF Immobilier’s business and earnings could be negatively affected
if it is unable to defend its market share or gain the market share it
has targeted and maintain or strengthen its strategy.
IV
1.2 Risks related to the Company’s operations
1.2.1 Risks related to the regulation
of leases and non-renewal of leases
French legislation regarding leases (see Section 2.2 “Regulations
applying to ownership of the Company’s property assets” (retail lease
law) in Chapter IX of the Registration Document) is relatively restrictive
on lessors. The rules applicable to the duration of leases, termination
conditions, renewals and indexed rent increases are considered to
be a matter of public policy and limit property owners’ flexibility to
raise rents.
Moreover, ANF Immobilier may be faced with unfavorable market
conditions for lessors while its existing leases are in place or when
they expire, or may have to deal with changes in French legislation,
regulations, or jurisprudence that impose new or tighter restrictions
on rent increases. Amendments to regulations governing the
duration of leases, indexed rent increases, rent ceilings, or eviction
compensation for tenants could have a negative impact on the
Company’s real estate value, as well as ANF Immobilier’s operations,
earnings, and financial position.
1.2.2 Risks related to default on
rent payments
Nearly all of ANF Immobilier’s revenue is generated from leasing
property to third parties, and the profitability of this leasing business
depends on tenants’ solvency (see Note 2 “Receivables maturity
schedule” of the notes to the Company’s consolidated financial
statements of the Registration Document). As such, tenants facing
financial difficulties may be late paying their rent or even default on rent
payments, which could have a negative impact on ANF Immobilier’s
earnings.
V
In this context, ANF Immobilier has put in place a weekly check on
customers’ outstanding payments and follows up any unpaid debts
on a case-by-case basis.
1.2.3 Risks related to the cost
and availability of appropriate insurance
coverage
VI
ANF Immobilier has implemented a policy of covering the main risks
related to its business that can be insured. It has therefore taken out
a number of insurance policies (see Section 6 “Insurance coverage”,
Chapter III of the Registration Document).
ANF Immobilier believes that the type and amount of insurance
coverage it has is consistent with industry practice.
Nevertheless, ANF Immobilier could be faced with increasing costs
for its insurance policies or losses that are not fully covered by its
insurance policies. Additionally, ANF Immobilier could be faced with
insurance shortfalls or an inability to cover certain risks, as a result,
for example, of capacity limitations in the insurance market. The cost
or unavailability of appropriate coverage in the event of losses could
have a negative impact on the Company’s real estate value, earnings,
operations, or financial position.
VII
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1.2.4 Risks related to service quality
and subcontractors
ANF Immobilier uses subcontractors and suppliers for some of
its maintenance and refurbishment work. ANF Immobilier believes
that its operations, outlook, or reputation could be damaged if a
subcontractor or supplier shuts down its business, stops payments,
or provides unsatisfactory services or products. A selection process
for subcontractors has been implemented, together with a system
for monitoring suppliers’ outstanding balances with the aim of
increasing their number so that the Company does not become
dependent on a particular supplier. Furthermore, ANF Immobilier
believes that it can quickly find new, reliable subcontractors or
suppliers if any of its existing contracts are terminated.
1.2.5 Risks related to the inability
to find tenants
Contents
finding new tenants at suitable rent prices, meaning that the rent
that the Company charges could be affected by its ability to lease
newly vacant space as existing tenants move out. Any such extended
vacancies could affect ANF’s financial position and earnings.
1.2.6
II
Risks related to information systems
ANF Immobilier and its service providers use certain software
applications or packages and manage several specific databases
to carry out its rental management operations. The Company is
therefore exposed to the risk of failures, interruptions, and/or piracy
of its software applications and packages. ANF Immobilier has
implemented IT security procedures at its three sites (Lyon, Marseille,
and Paris). Nevertheless, should all of these computer systems and
applications be destroyed or damaged simultaneously for any reason,
ANF Immobilier’s operations could be disrupted and its financial
position and earnings could be impacted.
III
IV
ANF Immobilier leases space in its owned or acquired property either
directly or through estate agents and risks spaces remaining vacant
for an extended period of time. ANF Immobilier may have trouble
1.3 Risks related to major disputes
For information regarding the disputes in which the Company is involved, see Section 4 “Legal and arbitration proceedings” in Chapter IX of
the Registration Document.
V
1.4 Risks related to ANF’s assets
1.4.1 Risks related to the taxes
applied to listed real estate investment
companies (SIICs)
The Company is registered in France as a listed real estate investment
company SIIC (the “SIIC regime”), as defined by Articles 208C et
seq. of the French General Tax Code. As such, ANF is exempted
from paying corporate income tax on profits from rental or sublet
property and some capital gains (see “Tax regime” under Section 2.1,
Chapter IX of the Registration Document.
Benefiting from this tax regime is contingent upon compliance with a
number of conditions, including obligating the Company to distribute
a significant portion of tax-exempt profits and the prohibiting a single
shareholder from owning 60% or more of the Company’s capital and
voting rights. None of the Company’s shareholders own 60% or more
of capital and voting rights.
Furthermore, failure to comply with the obligation to retain the assets
the Company has acquired for five years under the regime defined in
Article 210E of the French General Tax Code would be subject to a
penalty of 25% of the asset’s purchase value for which the retention
obligation has not been satisfied. The Company must specifically
retain the assets acquired on October 31, 2007 until October 31, 2012
under the regime of Article 210E of the French General Tax Code (see
Section 8 entitled “B&B” in Chapter I of the Registration Document).
Lastly, the SIIC tax regime states that companies must are liable for
a 20% tax on some payouts to shareholders that are not individuals
and who hold, directly or indirectly, at least a 10% stake in the
Company, provided they are not subject to French corporate income
tax or an equivalent tax, with some exceptions (see Section 2.1 “Tax
regime”, Chapter IX of the Registration Document). In the event of
payouts giving rise to payment of this withholding tax, Article 24
of the Company’s Articles of Association specifies a mechanism
for repaying the Company, which entails that the expense of any
potential withholding tax falls on shareholders receiving such payouts
(see paragraph “Rights attached to shares” in Section 4, Chapter VII
of the Registration Document).
VI
VII
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1.4.2 Risks related to applicable regulations
in France
ANF Immobilier is required to comply with numerous specific and
general regulations governing the ownership and management of
commercial property, in addition to those related to ANF Immobilier’s
SIIC status. These regulations govern urban planning, building
construction, public health and safety, environmental protection,
security, and commercial leases (see “Regulations applicable to the
property assets owned by ANF” under Section 2.2, Chapter IX of
the Registration Document). Regulations regarding environmental
protection and public health and safety concern, in particular,
the ownership and use of facilities that could generate pollution
(e.g. classified facilities), the use of toxic substances in building
construction, and the storage and handling of such substances.
Any substantial change in the regulations governing ANF Immobilier’s
operations could result in additional expenditures, and could impact
its operating profit and development or growth outlook.
Furthermore, ANF Immobilier must obtain approval from
administrative bodies for construction projects it plans to carry out
in order to expand its property. This approval may be difficult to
obtain in some cases, or could be subject to stricter conditions. In
addition, construction or renovation work may be delayed by any
required environmental remediation or archaeological excavation
work, or by issues related to soil typology. Any such events could
hinder ANF Immobilier’s development or growth outlook.
Lastly, as with most commercial property owners, ANF Immobilier
cannot guarantee that its tenants will fully comply with all applicable
regulations, particularly those regarding the environment, public health
and safety, security, urban planning, and operating permits. Noncompliance by a tenant could lead to sanctions for ANF Immobilier
as the property owner, and could impact its earnings and financial
position.
1.4.3
Risks related to net asset value
ANF Immobilier’s property asset portfolio is appraised every six
months by independent expert appraisers. Their assessments are
performed according to the specifications set forth by the French
Association of Property Appraisers (AFREXIM) and a report published
in February 2000, by a working group chaired by Mr. Barthès de
Ruyter, on real estate assets for companies making a public offer
(see Section 3 “Property appraisal”, Chapter I of this Registration
Document, and Note 1 “Property, plant, and equipment” in the
notes to the consolidated financial statements in this Registration
Document). The value of a property portfolio depends largely on
the property market and several other factors including the overall
economy, interest rates, the climate for property leases, etc., all of
which play a role in the net asset value determined by the appraiser.
Contents
II
In order for the appraisers to value the Company’s assets,
ANF Immobilier provides the appraisers with extensive information
on leases and the rental situation of its property assets. Given the
exhaustive amount of information exchanged, ANF Immobilier expects
any anomalies to be discovered quickly, and that any anomalies will
have a minimal effect on the overall value of the property. In addition,
based on the value determined by the independent appraisers,
ANF Immobilier may need to recognize an impairment provision
in accordance with the appropriate accounting standards, if this
proves to be necessary. A drop in ANF Immobilier’s real estate asset
value would also impact the LTV ratio used as a reference for certain
banking covenants (see Section 1, “New financing contracts” and
Section 3.1 “Financing contracts”, Chapter IX of the Registration
Document) and could impact on the Company’s earnings (see the
sensitivity analysis set out in Note 1 annexed to ANF Immobilier’s
consolidated financial statements). As of December 31, 2011
ANF Immobilier’s LTV ratio stood at 29%, and the covenants included
in the loan agreements signed by the Company are based on an LTV
ratio of up to 50%. As such, ANF Immobilier considers that only a
sharp drop in the value of its property assets could represent a risk
of non-compliance for the ratio of the aforementioned covenants.
Furthermore, the determined value of an asset may not be exactly
equal to the sale price realized by ANF Immobilier in a transaction,
notably in a sluggish market.
III
IV
1.4.4 Risks related to ANF Immobilier’s
growth strategy
V
ANF Immobilier’s growth strategy involves making selective property
purchases. However, ANF Immobilier cannot guarantee that suitable
purchasing opportunities will arise, or that any purchases it does
make will be completed in the initial timeframe, or generate the
expected return.
Property purchases carry risks related to: (i) conditions in the real
estate market; (ii) a large number of investors being in the real
estate market; (iii) the potential return on a rental investment; and
(iv) problems with the assets that may be discovered after it has been
purchased, such as toxic substances, other environmental hazards,
or regulatory difficulties.
VI
ANF Immobilier may need to employ considerable financial resources
to achieve such external growth. This could involve assuming
additional debt or issuing securities representing shareholders’ equity,
both of which would impact ANF Immobilier’s financial position and
earnings.
VII
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1.4.5 Risks related to the ownership
of property acquisition entities
The Company’s real estate investment business could lead to buying
and selling real estate, either directly or through the buying and selling
of shares or holdings in other entities that own said real estate. The
partners in some of these entities could be liable to third parties for
all the entity’s debt that originated before they sold their shares (for
general partnerships) or that became due before the sale of the entity
(for civil companies). Potential actions taken by creditors to collect
any debt that originated before the sale transaction could have a
negative impact on the Company’s financial position.
1.4.6 Risks related to health and safety
hazards (asbestos, legionella, lead, classified
facilities, etc.), flooding and building collapse
ANF Immobilier’s property could be exposed to health and safety
hazards such as those related to asbestos, Legionella, termites or
lead.
1.4.7
Risks related to asbestos
The manufacture, import, and sale of products containing asbestos
are prohibited under Decree 96-1133 of December 24, 1996.
ANF Immobilier is required to examine properties for asbestos and,
where appropriate, remove it (see “Regulations applying to ownership
of the Company’s property assets” under Section 2.2, Chapter IX of
this Registration Document).
1.4.8
Risks related to classified facilities
Certain facilities may be subject to regulations governing “classified
facilities for the protection of the environment” (see “Regulations
applying to ownership of the Company’s property assets” under
Contents
Section 2.2, Chapter IX of this Registration Document). These
facilities are likely to create risks, cause pollution or contamination
that could be harmful to public health and safety. As of the date this
Registration Document was filed, ANF Immobilier did not operate any
classified facilities and is therefore not exposed to risks associated
to these facilities.
1.4.9
II
Risks related to water treatment
See “Regulations applying to ownership of the Company’s real estate
assets” under Section 2.2, Chapter IX of this Registration Document.
ANF Immobilier, as the owner of buildings, facilities and land, could be
formally accused of failure to adequately monitor and inspect facilities.
Any proceedings alleging ANF Immobilier’s potential liability could
have a negative impact on its operations, outlook, and reputation.
ANF Immobilier closely follows all applicable regulations in this area
in order to minimize this risk, and has a preventative approach in
carrying out property inspections and, if necessary, doing any work
needed to comply with regulations.
III
IV
1.4.10 Natural and technological risks
ANF Immobilier’s real estate assets may also be exposed to natural
risks (such as floods and/or building collapse) and/or technological
risks. Any such event may require the full or partial closure of the
premises concerned, and could make ANF Immobilier’s assets less
attractive, and have a negative impact on its operations and earnings.
V
Since June 1, 2006, lessors are required, at the time a lease is signed,
to provide their renters with information relating to the existence
of certain environmental risks (Article L. 125-5 and Articles R. 12523 to R. 125-27 of the Environment Code). A statement of natural
and technological risks must therefore be attached to the lease. If
the statement of risks is not provided, the lessee may request the
termination of the lease or seek a reduction in rent from the judge.
VI
VII
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Market risks
4
Contents
2. Market risks
II
2.1 Interest rate risks
Based on the December 31, 2011 financial statements,
ANF Immobilier’s debts and liabilities totaled 482.3 million as of
December 31, 2011. ANF Immobilier has a policy of hedging interest
rates over the lifetime of its loans.
For this purpose, ANF Immobilier has entered into 31 interest
rate hedging agreements, the purpose of which is to exchange a
Euribor 3-month variable rate for a fixed rate (see Note 20, entitled
“Exposure to interest rate risks” of the annex to the consolidated
financial statements).
III
The table below shows the net exposure to interest rate risk, before and after hedging:
Financial
assets* (a)
(€ thousands)
12/31/2011
Financial
liabilities* (b)
Fixed
rate
Variable
rate
Fixed
rate
Variable
rate
Less than one year
-
37,718
-
1,458
one-five years
-
-
-
512,102
More than five years
-
-
-
6,418
TOTAL
-
37,718
-
519,978
Net exposure
before hedging
(c) = (a) – (b)
Fixed
rate Variable rate
-
Interest rate
hedging
instruments (d)
Fixed
rate
Variable
rate
Net exposure
after hedging
(e) = (c) + (d)
Fixed
rate
IV
Variable
rate
36,260
-
-
-
36,260
(512,102)
-
497,579
-
(14,523)
-
(6,418)
-
-
-
(6,418)
-
(482,260)
-
497,579
-
15,319
V
* Financial assets consist of the cash and cash equivalents reported on the consolidated balance sheet; financial liabilities are financial payables reported under
liabilities on the consolidated balance sheet.
The table below shows the financial assets and liabilities’ sensitivity to interest rate risk:
2011 Fiscal Year
VI
Impact on
Impact on shareholders’ equity
income before tax
before tax
(€ thousands)
Impact of a +1% change in interest rate
-
15,979
Impact of a -1% change in interest rate
-
(16,755)
ANF Immobilier is exposed to the risk of interest rate changes for its future financing.
See the Section “Management of market risks” in the annexed notes to the consolidated financial statements.
VII
2.2 Equity investment risks
As of December 31, 2011, the Company owned 326,661 ANF
Immobiler shares (including the ANF Immobilier shares in the liquidity
contract), holdings in mutual funds, and commercial paper worth a
total of €35 million. As a result, ANF Immobilier does not feel it faces
any significant risks related to equity investments.
VIII
2.3 Foreign exchange risk
As of the Registration Document filing date, ANF Immobilier generates all of its revenue in the euro zone and pays all its expenses (including
investment costs) in euros. As a result, the Company is not exposed to any foreign exchange risks.
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Risks related to liquidity – debt capacity
4
3.
Contents
Risks related to liquidity – debt capacity
ANF Immobilier’s strategy relies on its ability to use financial resources
in order to finance its investments, purchase property, and refinance
debts as they fall due. ANF Immobilier (i) may not always have the
desired access to financial markets, or (ii) may be required to obtain
financing under terms that are less favorable than initially planned.
This type of situation could arise, in particular, as a result of financial
II
market trends, a major event affecting the real estate industry, or
any other change in ANF Immobilier’s operations, financial position
or shareholding structure likely to influence investors’ views of
ANF Immobilier’s credit quality or attractiveness as an investment.
III
The table below shows a breakdown of financial liabilities by contractual maturity:
Between one
and five years
12/31/2012
More than
five years
Total
12/31/2011
Nominal
Interest
Nominal
Interest
Nominal
Interest
Nominal
Interest
-
-
-
-
-
-
-
-
-
516,148
589
7,653
509,137
17,105
6,421
771
516,147
25,529
3,496
536
30
2,960
44
-
-
3496
114
Payables to banks
333
333
7
-
-
-
-
333
7
Derivative financial
instruments
38,449
-
12,623
-
26,270
-
(73)
-
38,819
558,426
1,458
20,353
512,097
43,419
6,421
697
519,976
64,469
(€ thousands)
Bonds
Bank borrowings*
Finance lease payables
TOTAL FINANCIAL
LIABILITIES
IV
V
* Almost all bank loans mature in 2014.
The table in Note 3 annexed to the Company’s consolidated financial
statements shows debt maturities at the end of the period.
In terms of liquid assets, ANF Immobilier takes steps to ensure that
the amount of rental income it receives is always sufficient to cover
its operating expenses and interest payments.
ANF Immobilier’s liquid asset risk management policy involves
monitoring its loan duration and available lines of credit, as well as
the diversification of its sources of financing.
Some of ANF Immobilier’s loans contain the usual covenants and
clauses governing early repayment and financial commitments
(covenant), which are described in Section 1, Chapter I and
Section 5.3.1 “Financing contracts”, Chapter IX of the Registration
Document and in Note 10 of the notes to the consolidated financial
statements for the fiscal year ending December 31, 2011.
VI
The Company has carried out a specific review of its liquidity risk and
considers that it is able to meet its future obligations.
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Risks related to B&B Hotels Group assets
4
Contents
4. Company-specific risks
II
4.1 Risks related to the Company’s shareholding structure
As of the Registration Document filing date, ANF Immobilier’s majority
shareholder in terms of shares and voting rights is Eurazeo through
its 99.9%-owned subsidiary, Immobilière Bingen. Consequently,
Eurazeo has significant influence over ANF Immobilier and the way
it runs its business. Therefore, Eurazeo can make important decisions
regarding not only the composition of the Executive and Supervisory
Boards, approval of the financial statements, and dividend payouts,
but also ANF Immobilier’s capital or its Articles of Association.
Nonetheless, the Executive Board manages the Company
autonomously, under the control of the Supervisory Board in
accordance with the provisions of Article L. 225-68, paragraph 1
of the French Commercial Code and with the Company’s Bylaws.
In order to prevent inordinate control by its majority shareholder,
the Company has put in place Board Committees through the
Supervisory Board; they include independent members.
III
IV
5.
Risks related to B&B Hotels Group assets
V
5.1 Risks related to dependency on B&B Hotels Group
business
A large portion of ANF Immobilier’s revenue comes from rent paid by
the B&B Group (44% of 2011 recurring rent). Only serious financial,
commercial, or operational difficulties for the B&B Group would see it
defaulting on its rental payments and would as such potentially have
a material negative impact on ANF Immobilier’s operations, earnings,
financial position, or outlook.
VI
5.2 Risk management processes put in place
by the Company
For information regarding the risk management processes put in place by the Company, see the Internal Control and Risk Management report
produced by the Chairman of the Supervisory Board in this Registration Document.
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Insurance and risk cover
4
6.
Contents
Insurance and risk cover
II
6.1 General overview of Company policy with regard to
insurance
III
The aim of ANF Immobilier’s company policy on insurance is primarily
to protect the Company’s assets and to provide optimum cover
against risks related to a liability claim.
ANF’s properties are covered against property damage at
reinstatement cost and for loss of rent for up to three years.
ANF Immobilier’s entire portfolio is appraised by independent
assessors every six months with a view to optimizing insurance cover.
Generally speaking, ANF Immobilier believes that the insurance
policies in place at the date of filing of the Registration Document
are appropriate, given the value of the assets insured and the
level of risk incurred. The degree of cover in place is intended to
provide substantial protection in the event of claims, the amount
and likelihood of which are estimated on a reasonable basis, in
accordance with the aforementioned aims and subject to inherent
insurance market constraints.
At the date this Registration Document was filed, no material damage
had occurred that might cause changes either to the terms of future
covers or to the overall cost of insurance premiums.
IV
6.2 Insurance cover
ANF Immobilier has taken out insurance for all of its assets, including
insurance against storms, acts of terrorism or terrorist attacks,
appeals by neighbors or third parties, loss of rent and the resulting
loss and compensation.
The properties are insured at reinstatement cost on the day of the
damage suffered. The contractual compensation limit per damage
is €60 million.
ANF Immobilier has also taken out operating civil liability and
professional civil liability insurance, and insurance against legal
expenses and appeals. The contractual compensation limit varies
depending on the damage in question, and may reach a maximum
amount of €9 million.
V
The property insurance program also includes policies taken out for
construction projects, on a project-by-project basis, in accordance
with law 78-12 of January 4, 1978.
VI
VII
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II
1. FACTORS HAVING AN IMPACT
ON INCOME
94
1.1 Occupancy rate
94
1.2 Lease renewal terms
94
1.3 Project delivery
94
3. COMPANY RESULTS
3.1 ANF Immobilier company results –
Comparison of the years ended
December 31, 2011 and December 31, 2010
101
Comparison of the years ended
102
1.4 Indexation
94
1.5 Income from disposals
95
1.6 Macroeconomic conditions
96
1.7 Investment subsidies
96
4. FINANCIAL STRUCTURE
1.8 Property expenses
96
4.1 Consolidated shareholders’ equity
104
1.9 Overhead expenses
96
4.2 Cash flow statement
105
1.10 Net financial expense
96
4.3 Financial structure and sources of financing
106
2. CONSOLIDATED NET INCOME
2.1 Comparison of the fiscal years ended
(consolidated financial statements prepared
in accordance with IFRS)
2.2 Comparison of 2010 and 2009 fiscal years
97
97
III
101
IV
104
5. EVENTS OCCURRING AFTER
THE BALANCE SHEET DATE
106
6. BUSINESS OF MAIN
SUBSIDIARIES
106
V
99
VI
VII
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I
Factors having an impact on income
4
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1. Factors having an impact on income
II
The main factors which ANF Immobilier considers to have had an impact on its business and its financial performance are presented below.
1.1 Occupancy rate
III
Changes in the occupancy rate of ANF Immobilier’s properties have
a direct influence on rental incomes and the share of rental expenses
which are at the charge of the landlord. The occupancy rate may be
affected by difficulties encountered by tenants, including business
closures in certain cases, if there is a significant deterioration in
economic conditions. Nevertheless, despite the departure of tenants,
ANF Immobilier’s target is to maintain a high occupancy rate, notably
as a result of its active rental management strategy.
IV
1.2 Lease renewal terms
25,000
The retail and office lease renewal schedule for Lyon is as follows:
Maximum surface (sqm)
Maximum surface (sqm)
The retail, residential and office lease renewal schedule for Marseille
is as follows:
20,000
15,000
15,000
V
12,000
9,000
10,000
6,000
5,000
3,000
0
0
VI
<2012
2013
Offices
2014
2015
Retail premises
2016
2017
2018>
Residential
<2012
2013
Offices
2014
2015
Retail premises
2016
2017
2018>
Residential
1.3 Project delivery
VII
In general, rents become payable upon completion of a project. As a result, completion dates have a direct impact on income.
1.4 Indexation
Rent indexation to the “ICC” (construction cost index) or the “ILC”
(retail rent index) for retail leases or the “ILAT” (the tertiary activities
rent index) for office space leases, logistics activities and professional
VIII
offices or to the “IRL” (rent reference index) for housing leases
provides for an annual review of the lease rent, based on changes
in the relevant index.
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1.4.1
ICC
The ICC is calculated quarterly by INSEE. It measures changes in the
price of new residential properties every quarter and is commonly
used for the indexation of retail and office rents.
The principle behind the calculation of this index is to compare the
market price of each construction transaction with a fictional price
determined by assessing the price of each construction element,
excluding other components which form part of the cost of housing
(real-estate expenses, development-related expenses financial
expenses, etc.) at a reference date. The calculation is carried out
each quarter on the basis of a representative sample tracking
movements in construction prices for new housing.
Leases usually include a clause on the annual indexation of the rent
based on changes in this index on January 1 of every year. Older
leases include a clause requiring the indexation of rents every three
years.
1.4.2
ILC
Pursuant to Law 2008-776 of August 4, 2008 on the modernization
of the French economy, known as the “LME law”, the parties to a
retail lease may use either the ILC or the ICC to index the rent or to
calculate the rent for a lease renewal.
The ILC was established based on three existing indices, and is
calculated as follows: 50% of the average CPI (consumer price index)
over 12 consecutive months, plus 25% of the average ICAV index
(retail sales index by value) over 12 consecutive months, plus 25% of
the average ICC index (construction cost index) over four consecutive
quarters.
Pursuant to Decree 2008-1139 of November 4, 2008 relating to the
ILC allowing new rules to be applied concerning the revision and
indexation of commercial rents under the LME law, confirming that
the ILC applies to commercial premises, except for premises reserved
exclusively for office use.
The ILC index applies to leases signed after the decree of
November 4, 2008 came into force, i.e. November 7, 2008. For
Contents
II
leases currently in progress that do not include a clause expressly
providing for the automatic substitution of the index previously used
with the ILC upon its entry into force, the parties may agree, through
an amending rider, to index the rent of the lease based on changes
in the ILC.
1.4.3
IRL
The IRL is a quarterly index calculated by INSEE.
III
Article 9 of Law 2008-111 of February 8, 2008 on purchasing
power, modified the IRL created by Article 35 of Law 2005-841 of
July 26, 2005. The new index represents the average, over the past
12 months, of the consumer price index excluding tobacco and rent.
It is calculated using a base of 100 in the fourth quarter of 1998.
1.4.4
ILAT
IV
Law 2011-525 of May 17, 2011 on the simplification and improvement
of the law allows the parties to a retail lease to use the ILAT (tertiary
activities rent index) to index the rent for leases to which the ILC does
not apply, such as leases for retail office space, logistics activities,
or professional offices.
Decree no. 2011-2028 of December 29, 2011 on the tertiary activities
rent index specifies the conditions for the calculation and publication
of the new index.
V
The ILAT was established based on three existing indexes, and is
calculated as follows: 50% of the average consumer price index
over 12 consecutive months, plus 25% of the average ICC over
four consecutive quarters, plus 25% of the average Gross Domestic
Product over four consecutive quarters.
This new index is applicable to leases entered into after the date the
Decree of December 29, 2011 entered into force, i.e., December 30,
2011. For leases currently in progress that do not include a clause
expressly providing for the automatic substitution of the index
previously used by the ILAT upon its entry into force, the parties
may agree, through an amending rider, to index the rent of the lease
based on changes in the ILAT.
VI
1.5 Income from disposals
Gains (or losses) arising from asset disposals represent the difference
between proceeds from the disposal less sales-related expenses and
the net carrying amounts of the assets.
VII
Whether ANF Immobilier actually disposes of assets primarily
depends on its ability to find potential purchasers for the assets it
wishes to sell.
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1.6 Macroeconomic conditions
The residential and commercial property sector is directly affected by
general economic conditions. The main economic indicators, notably
gross domestic product growth, job creation levels, interest rates,
inflation, the construction cost index and the rent reference index,
may have an impact on ANF Immobilier’s performance, and on the
value of its properties in either the short or long term.
II
By contrast, a significant increase in interest rates is likely to be
detrimental to the value of property portfolios and raise financial
expenses on debt. Low long-term interest rates and construction
costs also make it easier for property landlords to finance investments
and reduce the costs related to the completion of their developments.
III
The level of interest rates has a major impact on the property
market since low interest rates contribute generally to supporting
both the value of property portfolios and tenants’ financial strength.
1.7 Investment subsidies
IV
ANF Immobilier receives subsidies from government and local authorities for certain kinds of investment. The subsidies are recognized in the
income statement in line with the amortization period of the asset for which they are paid. They are recognized as a deduction from depreciation
expenses.
1.8 Property expenses
V
Property expenses include in particular maintenance expenses,
operating expenses (which mainly include the supply of consumables,
maintenance contracts, concierge expenses and insurance) and land
taxes. A portion of these expenses is passed on to tenants.
In addition, ANF Immobilier incurs refurbishment and major repair
expenses which are capitalized and are therefore not included in
property expenses.
1.9 Overhead expenses
VI
Overhead expenses mainly include personnel expenses (employees and secondments), operating expenses (premises, IT purchases, and
supplies) and fees.
1.10 Net financial expense
VII
Changes in financial expenses are affected by average debt levels, trends in the interest rates at which ANF Immobilier can obtain financing or
carry out refinancing, and the cash generated by the business.
VIII
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Consolidated net income
4
Contents
2. Consolidated net income
II
2.1 Comparison of the fiscal years ended December 31,
2011 and December 31, 2010 (consolidated financial
statements prepared in accordance with IFRS)
2.1.1
Comparison of balance sheet items
Asset items
Assets as of December 31, 2011 were 1,696.1 million versus
1,605.8 million as of December 31, 2010. This €90.3 million increase
is a result of the following items.
• prepaid expenses of €0,06 million as of December 31,
2011 (compared with €0.1 million as of December 31, 2010);
• the line derivatives is nil (as it was as of December 31, 2010). It
includes the fair value of the Company’s financial hedges. The fair
value of all financial instruments is a negative amount and appears
as a balance sheet liability under financial derivatives;
NON-CURRENT ASSETS
• cash and cash equivalents of €37.7 million as of December 31,
2011 compared with €28.3 million as of December 31, 2010;
Total non-current assets were €1,645.4 million as of December 31,
2011 compared to €1,537.9 million as of December 31, 2010, an
increase of €107.5 million. Non-current assets mainly consist of the
following:
• the line property held for sale was €5.6 million as of December 31,
2011 (€35.9 million as of December 31, 2010); it includes
three properties in Marseille and one property to be sold in lots
in Lyon.
• investment property worth €1,641.5 million as of December 31,
2011 compared with €1,534.4 million as of December 31, 2010,
an increase of €107.1 million; this is explained principally by the
positive trend of the property market resulting in an increase in
the value of properties of €42.7 million, by gains on disposals of
€2.3 million, by investments of €73.3 million and partially offset
by sales and transfers under the heading Property held for sale
for €11.2 million;
• operating property worth €2.5 million at December 31, 2011,
compared to €2.7 million at December 31, 2010;
• other intangible assets and property, plant, and equipment was
reported as €1.0 million at December 31, 2011, compared to
€0.7 million at December 31, 2010;
• long-term investments of €0.4 million at December 31, 2011, an
increase of €0.3 million during the fiscal year 2010.
CURRENT ASSETS AND PROPERTIES HELD FOR SALE
Current assets totaled €45.1 million as of December 31, 2011
compared with €31.9 million as of December 31, 2010, an increase
of €13.2 million. Current assets mainly comprise the following items:
• trade receivables, mainly consisting of tenant receivables, and
totaled €1.4 million compared with €1.0 million as of December 31,
2010;
• other receivables totaled €6.0 million as of December 31, 2011
compared with €2.5 million as of December 31, 2010. This
€3.4 million increase resulted primarily from labor market supplier
advances;
III
IV
Liability items
V
Liabilities as of December 31, 2011 were €1,696.1 million versus
€1,605.8 million as of December 31, 2010. This €90.3 million
increase is a result of the following items.
SHAREHOLDERS’ EQUITY
Equity totaled €1,118.6 million as of December 31, 2011 compared
with €1,064.9 million as of December 31, 2010.
This €53.7 million increase is explained mainly by:
VI
• net income for the year of €95.8 million;
• the decrease in reserves related to dividends paid, of €42.1 million;
• a €9.1 million capital increase and buybacks of treasury shares in
the amount of €6.4 million;
• the recognition at fair value of financial instruments for €3.3 million.
NON-CURRENT LIABILITIES
VII
Non-current liabilities mainly consisting of loans and borrowings from
banks totaled €518.5 million as of December 31, 2011 compared with
€483.1 million as of December 31, 2010, a €35.4 million increase.
CURRENT LIABILITIES
Current liabilities totaled €58.9 million as of December 31, 2011
of €1.2 million. Current liabilities mainly consist of the following:
VIII
• trade payables of €11.0 million as of December 31, 2011
(compared with €9.3 million for the 2010 fiscal year);
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4
• the short-term portion of debt amounted to €1.5 million as
of December 31, 2011 compared with €5.0 million as of
December 31, 2010;
• derivatives were €38.4 million as of December 31, 2011 versus
€35.0 million as of December 31, 2010. This €3.4 million increase
results from the recognition of hedge instruments at fair value in a
period of falling interest rates;
Contents
As a result, EBITDA from property totaled €79.3 million as of
December 31, 2011 (compared with €65.3 million at December 31,
2010, an increase of 21%) and €81.6 million after asset disposals
(compared with €67 million at December 31, 2010).
As of December 31, 2011, operating income (before changes in
property values) totaled €70.7 million compared with €57.1 million
as of December 31, 2010, an increase of €13.6 million. During 2011:
• security deposits of €4.1 million as of December 31, 2011
compared with €3.5 million as of December 31, 2010;
• personnel expenses totaled €7.9 million compared with €7.4 million
in 2010;
• tax liabilities were stable at €2.5 million as of December 31, 2011
versus €2.2 million as of December 31, 2010;
• other management expenses totaled €3.5 million compared with
€3.3 million in the previous year;
• other liabilities decreased by €1.4 million to total €0.7 million in
2011;
• other income totaled €l.75 million compared with €1.7 million as
of December 31, 2010;
• the amount of prepaid income was €0.3 million for fiscal year
2011, a decrease of €0.15 million compared with fiscal year 2010.
• other expenses totaled €0.5 million compared with €0.1 million
for 2010;
On average, ANF Immobilier pays its suppliers 30 days after the end
of the month in which the transaction took place. At December 31,
2011, as well as at December 31, 2010, payables to suppliers – with
the exception of a number of disputed invoices – were due in less
than one month.
• depreciation and amortization recognized totaled €0.45 million
compared with €0.4 million at December 31, 2010;
2.1.2 Comparison of income statement
items
As of December 31, 2011, total operating income amounted to
€90.2 million compared with €76.0 million as of December 31,
2010, an increase of €14.2 million. Operating income comprises
€83.6 million in rent (an increase of €14.5 million compared with
2010) and other operating income of €6.6 million. Rent includes
€7.8 million sums related to the litigation with Le Printemps. This
item is not recurring.
Total operating expenses amounted to €10.8 million, a €0.1 million
increase compared to December 31, 2010, property expenses and
other operating expenses totaled €10.1 million and €0.7 million
respectively (compared with €9.9 million and €0.7 million respectively
for the 2010 fiscal year).
II
III
IV
• other operating provisions (net of reversals) decreased slightly to
total €0.2 million compared with €0.4 million for the 2010 fiscal
year;
• after taking into account the increase in property values, of
€42.7 million (as of December 31, 2010 this increase was
€35.5 million), operating income in 2010 was €113.4 million,
compared with a €92.6 million as of December 31, 2010.
V
Net financial expenses totaled €17.8 million as of December 31, 2011
(compared with €17.6 million as of December 31, 2010) and mainly
consisted of expenses relating to ANF Immobilier’s loans.
Income tax for the fiscal year was €0.06 million, corresponding to the
value added tax (CVAE). The Company opted for SIIC tax status; it
was not subject to the corporate income tax for its principal activity
(resulting in a zero tax as of December 31, 2010).
As a result, consolidated net income was €95.8 million as of
December 31, 2011 compared with net income of €74.9 million at
December 31, 2010.
VI
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II
2.2 Comparison of 2010 and 2009 fiscal years
2.2.1
Comparison of balance sheet items
Asset items
As of December 31, 2010 assets totaled €1,605.8 million compared
with €1,546.7 million as of December 31, 2009. This increase of
€59.1 million is a result of the items specified below.
NON-CURRENT ASSETS
Total non-current assets amounted to €1,537.9 million as of
December 31, 2010 compared with €1,499.3 million as of
December 31, 2009, an increase of €38.6 million. Non-current assets
mainly consist of the following:
• investment property worth €1,534.4 million as of December 31,
2010 compared with €1,496.3 million as of December 31, 2009,
an increase of €38.1 million; this is explained principally by an
increase in the property market resulting in an increase in the value
of properties of €35.5 million, by investments of €64.9 million and
partially offset by sales and transfers under the heading Property
held for sale for €62.3 million;
• operating property worth €2.7 million at December 31, 2010,
compared to €1.2 million at December 31, 2009;
• other intangible assets and property, plant and equipment was
reported as €0.7 million at December 31, 2010, compared to
€0.8 million at December 31, 2009;
• long-term investments of €0.1 million at December 31, 2010, a
decrease of €0.9 million during the fiscal year.
CURRENT ASSETS AND PROPERTIES HELD FOR SALE
Total current assets amounted to €31.9 million as of December 31,
2010 compared with €41.9 million as of December 31, 2009,
a decrease of €10.0 million. Current assets mainly comprise the
following items:
• trade receivables, mainly consisting of tenant receivables,
and totaled €1.0 million compared with €1.9 million as of
December 2009;
• other receivables totaling €2.5 million as of December 31, 2010
compared with €9.4 million as of December 31, 2009. This
€6.9 million decrease is mainly explained by the receipt at the
end of 2010 of the proceeds of property sales;
of the Company’s financial hedges. The fair value of all financial
instruments is a negative amount and appears as a balance sheet
liability under financial derivatives;
III
• cash and cash equivalents totaled €28.3 million as of December 31,
2010 compared with €30.1 million as of December 31, 2009;
• property held for sale totaled €35.9 million as of December 31,
2010 and includes seven building complexes in Marseille and a
building complex in Lyon.
Liability items
IV
As of December 31, 2010 liabilities totaled €1,605.8 million compared
with €1,546.7 million as of December 31, 2009. This increase of
€59.1 million is as a result of the items described below.
SHAREHOLDERS’ EQUITY
As of December 31, 2010 shareholders’ equity amounted to
€1,064.9 million compared with €1,029.6 million as of December 31,
2009.
V
This €35.3 million increase is explained mainly by:
• net income for the year of €74.9 million;
• the decrease in reserves related to dividends paid, of €34.6 million;
• the recognition at fair value of financial instruments for €5.7 million.
NON-CURRENT LIABILITIES
Total non-current liabilities amounted to €483.2 million as
December 31, 2009, an increase of €32.8 million. Non-current
liabilities mainly consisting of loans and borrowings from banks
totaled €483.1 million as of December 31, 2010 compared with
€450.3 million as of December 31, 2009.
VI
CURRENT LIABILITIES
Total current liabilities amounted to €57.7 million as of December 31,
2010 compared with €66.7 million as of December 31, 2009, a
decrease of €9.0 million. Current liabilities mainly consist of the
following:
VII
• trade payables of €9.3 million as of December 31, 2010 compared
with €12.7 million as of December 31, 2009;
• prepaid expenses totaled €0.1 million as of December 31,
2010 (compared with €0.2 million as of December 31, 2009);
• the short-term portion of financial payables totaled €5.0 million
as of December 31, 2010 compared with €2.1 million as of
December 31, 2009;
• the financial derivative instrument heading was zero compared with
€0.3 million as of December 31, 2009 and shows the fair value
• total financial instrument derivatives were €35.0 million as
VIII
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December 31, 2009. This €5.5 million increase arose from the
recognition of these financial instruments at fair value in a period
of falling interest rates;
• security deposits of €3.5 million as of December 31, 2010
• tax and corporate liabilities totaled €2.2 million as of December 31,
2010 compared with €16.8 million as of December 31, 2009,
with this decrease resulting mainly the payment of an exit
tax of €12.2 million as well as a capital gains tax paid by the
SGIL subsidiary;
• other liabilities increased by €1.2 million to total €2.1 million in
2010;
• prepaid income totaled €0.5 million as of December 31, 2010,
a decrease of €0.6 million compared with December 31, 2009.
On average, ANF Immobilier pays its suppliers 30 days after the end
of the month in which the transaction took place. At December 31,
2010, as well as at December 31, 2009, payables to suppliers – with
the exception of a number of disputed invoices – were due in less
than one month.
2.2.2 Comparison of income statement
items
As of December 31, 2010, total operating income was €76.0 million
of €4.6 million. Operating income comprises €69.1 million in rent (an
increase of €4.1 million compared with 2009) and other operating
income of €6.9 million (up by €0.5 million compared with 2009).
Total operating expenses amounted to €10.7 million, a level
comparable to that of the previous fiscal year, property expenses
and other operating expenses totaled €9.9 million and €0.7 million
respectively (compared with €9.8 million and €0.8 million respectively
for the 2009 fiscal year).
As a result, EBITDA from property totaled €65.3 million as of
December 31, 2010 (compared with €60.9 million at December 31,
Contents
2009, an increase of 7.4%) and €67.0 million after asset disposals
(compared with €63 million at December 31, 2009).
II
As of December 31, 2010, operating income (before changes in
property values) totaled €57.1 million compared with €52.7 million
as of December 31, 2009, an increase of €4.3 million. During 2010:
• personnel expenses totaled €7.4 million compared with €7.2 million
in 2009;
• other management expenses totaled €3.3 million compared with
€3.7 million in the previous fiscal year;
III
• other income totaled €l.7 million compared with €1.9 million as of
December 31, 2009;
• other expenses totaled €0.1 million compared with €0.4 million
for the 2009 fiscal year;
• depreciation and amortization recognized totaled €0.4 million
• other operating provisions (net of reversals) decreased slightly to
total €0.4 million compared with €0.5 million for the 2009 fiscal
year;
IV
• after taking into account the increase in property values, of
€35.5 million (in 2009 this was a decrease of €89.5 million),
operating income in 2010 was €92.6 million, compared with a
loss of €36.8 million in 2009.
Net financial expenses totaled €17.6 million as of December 31, 2010
(compared with €16.2 million at December 31, 2009) and mainly
consisted of expenses relating to ANF Immobilier’s loans.
V
Income tax for the fiscal year is nil as the Company opted for SIIC
status. In 2009 income tax was €1.9 million, mainly arising from the
capital gain on disposals realized by SGIL, a company that is ineligible
for SIIC tax status.
As a result, consolidated net income was €74.9 million as of
December 31, 2010 compared with a net loss of €54 million at
December 31, 2009.
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Company results
4
Contents
3. Company results
II
Comparison of the years ended December 31, 2011
and December 31, 2010
3.1.1
Balance sheet
The change in ANF Immobilier’s non-current assets between 2011
and 2010 was €8.0 million, mainly as a result of the following:
• intangible assets declined €10.7 million, from €23.2 million to
€12.5 million as of December 31, 2011, as a result of the exercise
of hotel properties real estate finance lease options;
• an €8.6 million decrease in land values, to total €364.1 million
in 2011; this resulted from disposals of €10.4 million and newly
commissioned properties and acquisitions for €1.8 million;
Shareholders’ equity totaled €663.8 million as of December 31, 2011
compared with €672.9 million at December 31, 2010.
Regulatory reserves totaled €283.5 million as of December 31, 2011
compared with €301.5 million as of December 31, 2010.
Premiums paid for share issues, mergers, and capital contributions
Debt totaled €534.6 million compared with €498.4 million the
previous year. The main components of the Company’s debt are:
• property, plant and equipment in progress totaled €110.3 million
as of December 31, 2011 compared with €81.1 million as of
December 31, 2010; This €29.2 million increase is attributable to
investments and acquisitions of 70.6 million. In addition, renovation
work achieved were 41.1 million and disposals were 0.3 million.
• trade payables for a total of €3.1 million.
Operating receivables totaled €6.6 million and consisted of other
receivables (€2.7 million) and trade receivables (€1.4 million) and
advances paid to suppliers (€2.6 million).
Marketable securities and cash were €30.2 million as of December 31,
2010, compared to €46.1 million as of December 31, 2011; this
includes Company treasury shares (for a net amount of €8.4 million).
Cash is invested in risk-free certificates of deposit and short-term
cash mutual funds.
IV
Contingency and loss provisions amounted to €0.4 million as of
December 31, 2011.
• properties, fixtures and fittings totaled €652.8 million as of
December 31, 2011, compared with €659.6 million as of
December 31, 2010. This €6.8 million decrease was due to
net proceeds from sales of €21.3 million and provisions of
€35.4 million, offset by renovation work achieved and acquisitions
for €49.8 million;
Financial assets, of €6.5 million, mainly consist of the investment
in SNC des Bassins à Flots, a company in which ANF Immobilier
holds a 99% stake acquired during 2011. SNC des Bassins à Flots’
corporate purpose is to develop an office project in Bordeaux.
III
• bank debts and liabilities of €516.1 million;
• payables to fixed-asset suppliers of €7.7 million;
V
• sundry debts and financial payables of €4.1 million;
3.1.2
Income statement
Net income in 2011 was €24.1 million compared with €16.7 million
in 2010. It breaks down as follows:
VI
• operating income of €33.5 million (€22.6 million in 2010);
• a net financial expense of €18.9 million (-€15.4 million in 2010);
• exceptional net income of €9.5 million (€9.5 million in 2010).
Operating revenue totaled €92.0 million (€77.9 million in 2010): rental
income increased by 20.9% (11.9% on a like-for-like basis) to total
€83.5 million (€69.1 million in 2010) and re-invoiced rental expenses
and other income totaled €8.5 million (compared with €8.7 million in
2010). Rent includes €7.8 million sums related to the litigation with
Le Printemps. This item is not recurring.
VII
Operating expenses totaled 58.5 million euro, compared with
55.2 million euro in 2010. External purchases and expenses
declined 8% to €8.7 million, compared to €9.5 million last year.
VIII
IX
101
I
Company results
4
Depreciation and amortization expenses increased from €32.6 million
to €35.4 million. The other main expense items are personnel
expenses (€7.3 million compared with €6.6 million in 2010) and taxes
(€6.6 million compared with €6.1 million paid in 2010).
Net financial expense totaled €18.9 million. It consists mainly of
(i) €0.85 million in income on investment products and late interest
Contents
billed to Printemps (€0.4 million) and (ii) €18.8 million in interest
expenses arising from loans and an impairment provision for treasury
shares of €1.6 million.
II
Exceptional income of €9.5 million primarily consists of capital gains
on property disposals.
III
Comparison of the years ended December 31, 2010
and December 31, 2009
3.2.1
Balance sheet
Shareholders’ equity totaled €672.9 million as of December 31, 2010
compared with €690.3 million at December 31, 2009.
The change in ANF Immobilier’s non-current assets between
December 31, 2009 and December 31, 2010 was €9.8 million and
results mainly from the following:
Regulatory reserves totaled €301.5 million as of December 31, 2010
compared with €319.7 million as of December 31, 2009.
• a slight reduction in intangible assets of €0.1 million, from
€23.3 million to €23.2 million as of December 31, 2010;
Premiums paid for share issues, mergers and capital contributions
• a €6.5 million decrease in land values, to total €372.7 million as of
December 31, 2010. This is as a result of sales of €8.2 million and
property openings and acquisitions of €1.7 million;
Contingency and loss provisions amounted to €0.3 million as of
December 31, 2010.
• Properties, fixtures and fittings totaled €659.6 million as of
December 31, 2010, compared with €628.3 million as of
December 31, 2009. This €31.3 million increase is due to property
openings of €77.6 million, offset by the proceeds from disposals of
€13.9 million and depreciation provisions of €32.3 million;
• property, plant and equipment in progress totaled €81.1 million
as of December 31, 2010, compared with €94.9 million as
of December 31, 2009. This €13.9 million decrease is due to
properties commissioned of €79.3 million, disposals of €1.9 million
and investments or acquisitions of €67.3 million.
Financial assets of €1.5 million mainly consist of the shareholding in
SGIL, a company in which ANF Immobilier owns a 63.45% stake,
and which sold the properties it held in Lyon in December 2009. The
company SGIL is currently in liquidation.
Operating receivables totaling €3.3 million mainly consist of other
receivables (€2.1 million) and trade receivables (€1.0 million).
Marketable securities and cash increased from €22.1 million as of
December 31, 2009 to €30.2 million as of December 31, 2010. They
include treasury shares of the Company (net amount of €3.6 million).
Cash is invested in risk-free certificates of deposit and short-term
cash mutual funds.
Debt totaled €498.4 million compared with €476.7 million the
previous year. The main components of the Company’s debt are:
IV
V
• bank debts and liabilities of €481.6 million;
• payables to fixed-asset suppliers of €6.3 million;
• sundry debts and financial payables of €3.5 million;
• trade payables for a total of €2.8 million.
VI
3.2.2
Income statement
Net income in 2010 was €16.7 million compared with €16.0 million
in 2009 and breaks down as follows:
• operating income of €22.6 million (€20.8 million in 2009);
• a net financial expense of €15.4 million (expense of €8.6 million
in 2009);
• exceptional net income of €9.5 million (€3.8 million in 2009).
VII
Operating revenue totaled €77.9 million (€72.7 million in 2009):
rental income increased by 7% (8% on a like-for-like basis) to total
€69.1 million (€64.6 million in 2009) and re-invoiced rental expenses
and other income totaled €8.7 million (compared with €8.2 million
in 2009).
VIII
IX
102
I
Company results
4
Operating expenses totaled 55.2 million euro, compared with
51.9 million euro in 2010. Purchases and expense declined 2% to
€9.5 million, compared to €9.7 million [in 2010]. Depreciation and
amortization expenses increased from €29.1 million to €32.6 million.
The other main expense items are personnel expenses (€6.6 million
compared with €6.4 million in 2009) and taxes (€6.1 million compared
with €5.8 million paid in 2009).
Contents
II
Net financial expense totaled €15.4 million. It consists mainly of
(i) €1.6 million in dividends from SGIL and €0.2 million from the reversal
of an impairment provision for treasury shares and (ii) €17.4 million in
interest expenses arising from loans.
Exceptional income of €9.5 million primarily consists of capital gains
on property disposals.
III
IV
V
VI
VII
VIII
IX
103
I
Financial structure
4
Contents
4. Financial structure
II
4.1 Consolidated shareholders’ equity (€ thousands)
Changes
in shareholders’ equity
Shareholders’ equity
December 31, 2010
Appropriation of net income
Capital
stock
Other
paid-in
capital
27,454
321,863
-
Treasury Consolidated
shares
reserves
(4,281)
375,980
Company
reserves
304,334
Financial
instrument Consolidated
reserves
net income
(35,354)
74,863
III
Total
1,064,859
-
-
58,147
16,716
-
(74,863)
-
(7,570)
-
-
(34,553)
-
-
(42,123)
-
-
-
-
-
-
-
-
Capital increase
321
8,782
-
-
-
-
-
9,103
Treasury shares
-
-
(6,416)
-
-
-
-
(6,416)
Changes in fair value
of hedge instruments
-
-
-
-
-
(3,278)
-
(3,278)
Stock options, warrants,
bonus shares
-
-
-
666
-
-
-
666
Adjustment of SGIL
consolidated reserves
-
-
-
7
-
-
-
7
Net income for the year
(excl. Appropriation
to reserves)
-
-
-
-
-
-
95,813
95,813
December 31, 2011
27,775
323,075
(10,697)
434,800
286,497
(38,632)
95,813
1,118,631
Capital
stock
Other
paid-in
capital
shares
reserves
Company
reserves
26,071
323,900
(4,261)
445,209
322,278
(29,645)
(53,977)
1,029,575
-
-
-
(69,977)
16,000
-
53,977
-
(3,166)
-
-
(33,944)
-
-
(37,110)
Dividends
Shares in lieu of dividends
Changes
December 31, 2009
Appropriation of net income
Dividends
Financial
reserves net income
IV
V
VI
Total
76
2,436
2,512
Capital increase
1,307
(1,307)
-
-
-
-
-
-
Treasury shares
-
-
(20)
-
-
-
-
(20)
Changes in fair value of
hedge instruments
-
-
-
-
-
(5,709)
-
(5,709)
bonus shares
-
-
-
722
-
-
-
722
Adjustment of SGIL
-
-
-
26
-
-
-
26
(excl. Appropriation
to reserves)
-
-
-
-
-
-
74,863
74,863
December 31, 2010
27,454
321,863
(4,281)
375,980
304,334
(35,354)
74,863
1,064,859
VII
VIII
See also Chapter V “Consolidated Financial Statements as of December 31, 2011” of the Registration Document.
IX
104
I
Financial structure
4
Contents
II
4.2 Cash flow statement
Cash flow totaled €51.8 million, up by 33% compared with 2010 and cash flow per share increased to €1.89 in 2011.
(€ thousands)
12/31/2011
12/31/2010
12/31/2009
95,813
74,863
(53,977)
577
513
304
Cash flow from operations
Net income
Depreciation allowances & provisions
Capital gains (losses) from disposals
(2,240)
(1,621)
(2,150)
(42,709)
(35,523)
89,478
Changes in value of financial instruments
189
3
(902)
Recognized revenue and expenses related to stock options
666
722
847
-
-
1,902
52,297
38,859
35,502
(1,449)
4,315
137
277
(10)
(1,071)
51,125
43,263
34,568
(75,258)
(69,984)
(116,920)
41,437
37,055
60,548
Changes in value of properties
Tax expense
Cash flow
III
IV
Changes in operating working capital requirements
Operating receivables
Operating liabilities excluding SIIC option liabilities
Cash flow from operations
Cash flow from investment activities
Acquisition of assets
Disposal of property
Payment of exit tax
Changes in financial assets
Cash flow from investment activities
-
(14,112)
(21,384)
(306)
893
7
(34,127)
(46,148)
(77,749)
(42,123)
(34,599)
(6,357)
V
Cash flow from financing activities
Dividends paid
Changes in share capital
9,103
-
-
Purchase of treasury shares
(6,416)
(20)
-
Loans and debt withdrawal
39,927
37,888
73,228
Loans and debt redeemed
(6,933)
(3,366)
(5,419)
Cash flow from financing activities
(6,502)
(97)
61,452
Changes in cash
10,496
(2,981)
18,271
Opening cash
26,889
29,869
11,598
Closing cash
37,385
26,889
29,869
VI
VII
VIII
IX
105
I
Events occurring after the balance sheet date
4
Contents
4.3 Financial structure and sources of financing
The Company’s net debt totaled €482.3 million at December 31,
2011, is hedged more than 95% at a fixed interest rate. In 2011, the
average debt cost was 4.30%. The net debt is broken down into
gross debt of €520.0 million (of which €518.5 million is over one year)
from which cash of €37.8 million is deducted.
II
ANF Immobilier was able to meet the firm commitments arising from
the development of new projects using lines of credit.
Please see Section 3.1 “Financing contracts” in Chapter IX of the
III
The covenants applicable to this debt were complied with as of
December 31, 2011. At the date of filing this Registration Document,
5. Events occurring after the balance sheet date
IV
No significant events have occurred since December 31, 2011.
6. Business of main subsidiaries
During the 2009 fiscal year, ANF Immobilier acquired a 45%
stake in the Company SCCV 1-3, rue d’Hozier (“SCCV”), a civil
law partnership authorized to build and sell properties, with share
capital of €1,000 and registered office c/o Constructa Promotion,
29, boulevard de Dunkerque, Cœur Méditerranée, 13002 Marseille.
The SCCV is registered in Marseille, under number 499 063 352. It
was set up to develop the Fauchier residential construction program.
ANF Immobilier wholly owns ANF République, a limited liability
company with share capital of €10,000 and registered office at
32, rue de Monceau, 75008 Paris, registered with the Paris Trade and
V
Companies Registry under number 508 999 281. ANF République
engages in furnished rentals.
In December 2011, ANF Immobilier acquired a 100% stake in
SNC Bassins à Flots, a general partnership with capital stock of
€100 and registered office at 26, rue de la République, Marseille,
registered with the Marseille Trade and Companies Registry
under number 483 709 465. SNC Bassins à Flots is developing
a 13,000 sqm property in Bordeaux to be used primarily for office
space.
VI
VII
VIII
IX
106
I
4
Contents
CONSOLIDATED FINANCIAL
STATEMENTS
II
III
Pursuant to Article 28 of European Commission Regulation EC 809/2004, the following is incorporated by reference into this
Registration Document: the consolidated financial statements of ANF Immobilier for the financial year ended December 31,
2009, prepared in accordance with IFRS, together with the accompanying statutory auditors’ report, set forth in Part III of
volume II, pages 96 to 125 and 126 to 127 of the Registration Document filed with the Financial Markets Authority (AMF)
on April 21, 2010, number D.10-0299; the consolidated financial statements of ANF Immobilier for the financial year ended
December 31, 2010, together with the accompanying statutory auditors’ report, set forth in Part III, pages 124 to 154 and 155
to 156 of the Registration Document filed with the Financial Markets Authority (AMF) on April 18, 2011, number D. 11-0319.
CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 2011
108
STATUTORY AUDITORS’ REPORT
ON THE CONSOLIDATED FINANCIAL
STATEMENTS
I-
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
113
Highlights of the fiscal year
114
114
Change in method
115
Consolidation principles and methods
115
Market risk management
121
Additional information
122
II -
Opinion on the consolidated financial
statements
Basis for our assessment
III - Specific Check
IV
137
137
137
138
V
VI
VII
VIII
IX
107
I
Consolidated financial statements for the year ended December 31, 2011
4
Contents
Consolidated financial statements for the year
ended December 31, 2011
Consolidated statement of financial position
II
III
CONSOLIDATED BALANCE SHEET (ASSETS)
Note
12/31/2011
12/31/2010
12/31/2009
Investment property
1
1,641,492
1,534,423
1,496,316
Operating property
1
2,540
2,691
1,189
Intangible assets
1
384
450
530
Property, plant and equipment
1
571
253
320
Non-current financial assets
1
(€ thousands)
Non-current assets
Total non-current assets
440
132
988
1,645,428
1,537,949
1,499,343
Current assets
V
Inventories and amounts outstanding
Trade receivables
2
1,364
958
1,902
Other receivables
2
5,973
2,532
9,436
Prepaid expenses
5
63
134
160
Financial derivatives
9
0
0
276
Cash and cash equivalents
4
Total current assets
Property held for sale
TOTAL ASSETS
IV
1
37,718
28,325
30,130
45,119
31,949
41,904
5,591
35,863
5,444
1,696,137
1,605,761
1,546,691
VI
VII
VIII
IX
108
I
I
4
Contents
II
III
CONSOLIDATED BALANCE SHEET (LIABILITIES AND EQUITY)
(€ thousands)
Note
12/31/2011
12/31/2010
12/31/2009
12
27,775
27,454
26,071
323,075
321,863
323,900
Capital stock
Other paid-in capital
Treasury shares
(10,697)
(4,281)
(4,261)
Hedging reserve on financial instruments
8
(38,632)
(35,354)
(29,645)
Company reserves
286,497
304,334
322,277
Consolidated reserves
434,800
375,980
445,209
Total shareholders’ equity after minority interests
Minority interests
Total shareholders’ equity
95,813
74,863
(53,977)
1,118,631
1,064,859
1,029,574
0
0
0
1,118,631
1,064,859
1,029,574
518,520
483,136
450,344
IV
V
V
Non-current liabilities
Financial payables
3
Provisions for pensions
7
Total non-current liabilities
57
57
58
518,577
483,193
450,402
VI
Current liabilities
Suppliers and related accounts
3
10,979
9,259
12,733
Short-term portion of financial payables
3
1,458
5,012
2,106
Financial derivatives
9
38,449
34,982
29,546
Security deposits
3
4,154
3,526
3,589
Short-term provisions
7
330
208
43
Tax and corporate liabilities
3
2,554
2,174
16,798
Other debts
3
678
2,071
857
Prepaid income
6
Total current liabilities
Liabilities on properties held for sale
TOTAL LIABILITIES AND EQUITY
325
478
1,043
58,929
57,710
66,715
0
0
0
1,696,137
1,605,761
1,546,691
VII
VIII
IX
109
I
4
Contents
II
CONSOLIDATED INCOME STATEMENT
(€ thousands)
Revenues: rental income
Other operating income
12/31/2011
12/31/2010
12/31/2009
83,576
69,133
65,060
6,585
6,895
6,399
90,161
76,029
71,459
(10,112)
(9,952)
(9,759)
(709)
(729)
(848)
(10,821)
(10,681)
(10,607)
79,340
65,348
60,852
2,240
1,621
2,150
Gross operating margin from property after disposals
81,579
66,968
63,002
Employee benefits expenses
(7,941)
(7,395)
(7,222)
Other management expenses
(3,505)
(3,306)
(3,696)
1,754
1,695
1,906
Other expenses
(532)
(103)
(458)
Depreciation & amortization
(454)
(386)
(333)
Other operating provisions (net of reversals)
(224)
(406)
(475)
70,677
57,068
52,723
Total operating income
Property expenses
Other operating expenses
Total operating expenses
Gross operating margin from property
Capital gains (losses) from disposal of assets
Other income and transfers of expenses
Net operating income (before changes in fair value
of property)
Changes in fair value of property
42,709
35,523
(89,478)
Net operating income (after changes in fair value
of property)
113,386
92,591
(36,754)
Net financial expense
(17,785)
(17,641)
(16,152)
(1)
38
29
(189)
(3)
902
Financial amortization and provisions
Share of income from entities accounted for by the equity method
Income before tax
Current taxes
Deferred taxes
Of which minority interests
Of which net income after minority interests
457
(121)
(100)
95,868
74,863
(52,075)
(55)
0
(1,902)
0
0
0
95,813
74,863
(53,977)
0
0
0
95,813
74,863
(53,977)
Net consolidated income after minority interests per share
3.50
2.74
(2.03)
Diluted net consolidated income after minority interests
per share
3.50
2.74
(2.03)
12/31/2011
12/31/2010
12/31/2009
95,813
74,863
(53,977)
Impact from financial instruments
(3,278)
(5,709)
(9,948)
Total gains and losses recognized directly as equity
(3,278)
(5,709)
(9,948)
Consolidated comprehensive income
92,535
69,154
(63,925)
0
0
0
92,535
69,154
(63,925)
III
IV
V
VI
VII
Basic earning per share is calculated on the basis of the average weighted number of common shares
CONSOLIDATED COMPREHENSIVE INCOME
(€ thousands)
Of which minority interests
Of which net income after minority interests
VIII
IX
110
I
I
4
Contents
II
CHANGES IN SHAREHOLDERS’ EQUITY
Changes
Capital
stock
Other
paid-in
capital
Shareholders’ equity as
27,454
321,863
shares
reserves
(4,281)
Appropriation of net
income
Company
reserves
375,980
304,334
58,147
16,716
Financial
reserves
net income
(35,354)
1,064,859
(74,863)
0
III
Dividends
(7,570)
(34,553)
(42,123)
Capital increase
0
321
8,782
Treasury shares
9,103
(6,416)
(6,416)
of hedging instruments
(3,278)
bonus shares
Adjustment of SGIL
27,775
323,075
Changes
Capital
stock
Other
paid-in
capital
26,071
323,900
(10,697)
666
7
7
434,800
286,497
(38,632)
Dividends
95,813
95,813
1,118,631
shares
reserves
(4,261)
Company
reserves
445,209
322,278
(69,977)
16,000
(3,166)
Financial
reserves
net income
(29,645)
Total
(53,977)
1,029,575
53,977
0
(33,944)
2,436
2,512
1,307
(1,307)
0
(20)
(20)
of hedging instruments
(5,709)
bonus shares
Adjustment of SGIL
321,863
(4,281)
(5,709)
722
722
26
26
(excl. appropriation
to reserves)
27,454
VI
(37,110)
76
Treasury shares
95,813
IV
V
V
Appropriation of net
income
Capital increase
(3,278)
666
(excl. appropriation
to reserves)
Total
74,863
375,980
304,334
(35,354)
74,863
74,863
74,863
1,064,859
VII
VIII
IX
111
I
4
Contents
II
CASH FLOW STATEMENT
(€ thousands)
12/31/2011
12/31/2010
12/31/2009
95,813
74,863
(53,977)
Cash flow from operations
Net income
Depreciation allowances & provisions
577
513
304
(2,240)
(1,621)
(2,150)
(42,709)
(35,523)
89,478
189
3
(902)
Recognized revenue and expenses related to stock options
666
722
847
0
0
1,902
52,297
38,958
35,502
(1,449)
4,315
137
277
(10)
(1,071)
51,125
43,263
34,568
Acquisition of assets
(75,258)
(69,984)
(116,920)
Disposal of property
41,437
37,055
60,548
0
(14,112)
(21,384)
(306)
893
7
(34,127)
(46,148)
(77,749)
(42,123)
(34,599)
(6,357)
Capital gains (losses) from disposals
Changes in value of properties
Tax expense
Cash flow
III
Changes in operating working capital requirements
Operating liabilities excluding siic option liabilities
Cash flow from operations
IV
Cash flow from investment activities
Payment of exit tax
Changes in financial assets
Cash flows from investing activities
V
Cash flows from financing activities
Dividends paid
Changes in share capital
9,103
0
0
Purchase of treasury shares
(6,416)
(20)
0
Loans and debt taken out
39,927
37,888
73,228
Loans and debt redeemed
(6,993)
(3,366)
(5,419)
Cash flows from financing activities
(6,502)
(97)
61,452
Net increase (decrease) in cash and cash equivalent
10,496
(2,981)
18,271
Opening cash
26,889
29,869
11,598
Closing cash
37,385
26,889
29,869
VI
VII
VIII
IX
112
I
I
Notes to the consolidated financial statements
4
Contents
II
Detailled contents
HIGHLIGHTS OF THE FISCAL YEAR
114
MARKET RISK MANAGEMENT
121
Ruling setting the rent for Le Printemps
Investments and disposals
Operations
Property appraisal
Financing
114
114
114
114
114
Market risks
Counterparty risk
Liquidity risk
Interest rate risk
121
121
121
121
122
EVENTS OCCURRING AFTER THE BALANCE
SHEET DATE
114
CHANGE IN METHOD
115
CONSOLIDATION PRINCIPLES AND METHODS
115
Accounting basis
New standards and interpretations applicable starting
January 1, 2010 and January 1, 2011
Consolidation principles
Segment reporting
Real estate assets
Intangible assets (IAS 38) and impairment of assets
(IAS 36)
Operating lease receivables
Liquid assets and investment securities
Treasury shares (IAS 32)
Financial debt (IAS 32-39)
Derivative instruments (IAS 39)
Discounting of deferred payments
Current and deferred tax (IAS 12)
Lease contracts (IAS 17)
Employee benefits (IAS 19)
Share-based payment (IFRS 2)
Basic earning per share (IAS 33)
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Note 1
Note 2
Note 3
Note 4
Note 5
Note 6
Note 7
Note 8
Note 9
Note 10
Note 11
Note 12
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125
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Note 13
Note 14
Note 15
Note 16
Note 17
Note 18
Note 19
Note 20
Note 21
Note 22
Non-current assets
Receivables maturity schedule
Debt maturity schedule at end of period
Accrual accounts – assets
Accrual accounts – liabilities
Contingency and loss provisions
Treasury shares
Financial instruments
Covenants
Off-balance sheet commitments
Movement in share capital
and shareholders’ equity
Deferred tax assets and liabilities
Related parties
Income statement and segment reporting
Earnings per share
NAV per share
Cash flow per share
Tax calculation
Interest rate risk exposure
Credit risk
Staff
III
IV
V
V
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Contents
II
Highlights of the fiscal year
Ruling setting the rent for Le Printemps
On May 31, 2011, the Lyon District Court handed down a ruling
setting the annual rent due to ANF Immobilier from the company
Le Printemps at €2,135,650, up from €402,197 previously. As the
new rent applies retroactively from June 25, 2006, Le Printemps
was ordered to make back payments of €8.7 million for the period
June 25, 2006 to June 30, 2011, plus interest on the arrears of
€0.4 million.
Le Printemps did not appeal against this judgment and paid the sum
of €9.1 million to ANF Immobilier in July 2011.
On a like-for-like basis, and stripping out the impact of the back
payments invoiced to Le Printemps in respect of previous years,
rental income increased by 11.9% on 2010, of which 22.3% related
to Haussmann-style properties.
EBITDA for the period was €69.6 million.
After deducting the net financial expense, current cash flow stood
at €51.8 million.
III
Stripping out the impact of the back payments invoiced to
Le Printemps in respect of previous years, EBITDA was €61.7 million,
an increase of 9.2%, and current cash flow was €43.9 million, up
12.9%.
Investments and works on Haussmann-style properties totaled
€16.6 million in Lyon and €42.5 million in Marseille.
A 4,366 square meter office building was acquired off-plan in Lyon
for €16.8 million excluding tax. The building is due to be completed in
December 2012, and €8.3 million was spent on this project in 2011.
ANF Immobilier also acquired a 13,000 square meter building
complex in Bordeaux, mainly for office use, for €27.4 million excluding
tax. This building will be delivered in a number of stages, the first of
which is scheduled for September 2012. In 2011, €5.1 million was
spent on this investment.
Work on the mixed-use Ilot 34 project began, and the first stage is
scheduled to be completed in August 2013.
Three properties and several apartments were sold in Marseille for
a total of €18.8 million. In Lyon, meanwhile, a building complex and
several apartments were sold for a total of €22.7 million.
These disposals were carried out at prices that were higher than the
most recent appraisal values, and a gain of €2.2 million was earned.
Operations
Property appraisal
IV
The real estate market was broadly flat or slightly up, with prime
assets still in favor, notably commercial properties, and strong
demand for city center housing. ANF Immobilier’s real estate assets
benefited from this trend, as yields estimated by property experts fell
by 0.1-0.3% on city center properties, and by 0.05-0.1% on B&B
hotel properties.
The change in fair value of investment properties is positive by
€42.7 million over the period.
V
Financing
ANF Immobilier secured a total of €113 million in three loans from
major banks, with an average term of five years eight months and
an average interest rate of Euribor +148 basis points.
The amount not yet drawn down from these credit lines is €164 million.
The average cost of debt is 4.30%. Gross debt stood at €520 million,
and no significant repayments are scheduled before June 2014. The
LTV ratio remains low, at 29.2%, which was unchanged from the
previous year.
VI
Rental income amounted to €83.6 million, up €14.4 million on 2010,
an increase of almost 21%.
VII
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Contents
II
Change in method
The accounting policies and methods used for the period are identical
to those used for the two previous years.
The new standards and interpretations applicable from January 1,
2011 have no significant impact on ANF Immobilier’s consolidated
financial statements and are described in the note below, entitled
“Consolidation principles and methods”.
III
Consolidation principles and methods
Accounting basis
In line with the provisions of European Regulation (EC) No. 1606/2002 of
July 19, 2002, on the application of international accounting standards,
the ANF Immobilier Group’s consolidated financial statements for the
fiscal year ended December 31, 2011, were prepared in accordance
with the IFRS accounting basis as adopted by the European Union.
The consolidated financial statements concern the period from
January 1, 2011 to December 31, 2011. They were approved by
the Executive Board on January 27, 2012.
The ANF Immobilier Group applies the international accounting
standards comprising IFRS, IAS and their interpretations as adopted
by the European Union and which are mandatory for the fiscal year
beginning January 1, 2011.
Official standards and interpretations that may be applicable
subsequent to the closing date have not been applied early.
With the exception of investment property and certain financial
instruments that are recognized using the fair value convention, the
financial statements have been prepared using the historical cost
convention. In accordance with the IFRS conceptual framework,
certain estimates and assumptions have been used in drawing up
these financial statements. These assumptions have an impact
on some of the amounts presented in these financial statements.
Material estimates made by the Group when preparing the financial
statements mainly relate to the following:
• fair value measurement of investment properties and financial
instruments;
• measurement of provisions.
Because of the uncertainty inherent in any measurement process, the
Group revises its estimates based on regularly updated information.
Future results of the operations in question may differ from these
estimates.
In addition to making estimates, Group senior management makes
judgments regarding the appropriate accounting treatment for
certain activities and transactions when applicable IFRS standards
and interpretations do not specify how the accounting issues should
be handled.
New standards and interpretations applicable
starting January 1, 2010 and January 1, 2011
The standards and interpretations applied for the consolidated
financial statements at December 31, 2010 are identical to those
used in the consolidated financial statements at December 31, 2009.
The new mandatory standards, revisions and interpretations
applicable as of January 1, 2010 had no significant impact on the
consolidated financial statements at December 31, 2010:
• IFRS 3R “Business Combinations”;
IV
• IAS 27R “Consolidated and Separate Financial Statements”;
• IFRS 5 “Non-current Assets Held for Sale and Discontinued
Operations”: amendment for the partial sale of securities;
• IAS 39 “Financial Instruments”: amendments on items eligible
for hedging;
• annual IFRS improvements published in April 2009;
• IFRS 2 “Share-based Payment”;
V
V
• IAS 32 “Financial Instruments: Presentation”: amendment on
classification of subscription rights issued;
• IFRIC 12 “Service Concession Arrangements”;
• IFRIC 15 “Agreements for the Construction of Real Estate”;
• IFRIC 16 “Hedges of a Net Investment in a Foreign Operation”;
• IFRIC 17 “Distributions of Non-cash Assets to Owners”;
• IFRIC 18 “Client Asset Transfers”.
VI
The standards and interpretations applied for the consolidated
financial statements at December 31, 2011 are identical to those
used for the consolidated financial statements at December 31,
2010.
The new mandatory standards, revisions and interpretations
applicable as of January 1, 2011 have no significant impact on the
consolidated financial statements at December 31, 2011:
VII
• all standards amended in the context of IFRS improvements
adopted by the European Union on February 18, 2011, which
have no impact on the accounts;
• the amendment to IAS 32, “Classification of Rights Issues”,
mandatory from February 1, 2010, which has no impact on the
accounts;
• the amendment to IFRIC 14 “The Limit on a Defined Benefit Asset,
Minimum Funding Requirements and their Interaction”, applicable
to fiscal years starting on or after January 1, 2011, which has no
impact on the accounts;
VIII
• IAS 24 revised, relating to the information to be disclosed on
related party transactions, mandatory from January 1, 2011;
• IFRIC 19 “Extinguishing Financial Liabilities with Equity
Instruments”, applicable to fiscal years starting on or after June 30,
2010, which has no impact on the accounts.
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Moreover, ANF Immobilier has not applied prospectively the most
recent standards and interpretations for which application is only
mandatory for fiscal years starting after January 1, 2011. These
standards and interpretations are:
• IFRS 9 “Financial Instruments”, mandatory from January 1, 2015,
which has not yet been adopted by the European Union;
• the amendment to IFRS 7, “Disclosures of Transfers of Financial
Assets”, mandatory from July 1, 2011, which has not yet been
adopted by the European Union;
• the amendment to IAS 12 “Recovery of Underlying Assets”,
mandatory from January 1, 2012, which has not yet been adopted
by the European Union;
• IFRS 13 “Fair Value Measurement”, mandatory from January 1,
2013, which has not yet been adopted by the European Union;
• IFRS 10 “Consolidated Financial Statements”, mandatory from
January 1, 2013, which has not yet been adopted by the European
Union;
• IFRS 11 “Joint Arrangements”, mandatory from January 1, 2013,
which has not yet been adopted by the European Union;
• IFRS 12, “Disclosure of Interests in Other Entities”, mandatory
from January 1, 2013, which has not yet been adopted by the
European Union;
• IAS 27R “Separate Financial Statements”, mandatory from
January 1, 2013, which has not yet been adopted by the European
Union;
• IAS 28R “Investments in Associates and Joint Ventures”,
mandatory from January 1, 2013, which has not yet been adopted
by the European Union.
Consolidation principles
The consolidation methods used by the Group are full consolidation,
proportional consolidation and the equity method:
• subsidiaries (companies in which the Group has the power to
direct financial and operating policies to obtain economic benefits)
are fully consolidated;
• companies in which the Group exerts joint control are proportionally
consolidated;
• the equity method is used for associates over which the Group
has significant influence, which is assumed to be the case where
the percentage of owned voting rights is 20% or more. Under this
method, the Group recognizes its “share of income from entities
accounted for by the equity method” on a separate line in the
consolidated income statement.
As of December 31, 2011, the subsidiary SGIL was deconsolidated
following its liquidation effective January 1, 2011. This decision was
taken unanimously by the partners, and was the natural consequence
of the disposal of the subsidiary’s entire property portfolio.
During the period, the ANF Immobilier Group consolidated its whollyowned subsidiaries ANF République and SNC Bassins à Flots.
These two companies are fully consolidated.
Contents
To successfully complete the Fauchier project for the construction
and sale of residential units, ANF Immobilier brought on Board a
number of partners to establish SCCV 1-3, rue d’Hozier, in which it
holds a 45% interest. As it does not control this company, it has not
been consolidated but instead accounted for by the equity method.
II
All internal transactions and balances were eliminated upon
consolidation in proportion to ANF Immobilier Group’s interest in
its subsidiaries.
III
Segment reporting
IFRS 8 requires entities whose equity or debt securities are traded
on an organized market or issued on a public securities market to
present information by business segment and geographical sector.
Segment reporting is prepared on the basis of criteria relating to
business activities and geographic regions. Primary segment
reporting is business-related, insofar as it represents the Group’s
management structure and is presented on the basis of the following
business segments:
IV
• operating activity for Haussmann-style properties;
• hotel operations.
The second level of information to be provided is by geographical
area. It is applied to Haussmann-style properties only (since the
hotels are dispersed throughout France, a geographical distribution
is irrelevant):
V
• Lyon region;
• Marseille region.
IFRS 8 “Operating segments” requires that the information published
by an entity enable users of its financial statements to evaluate the
nature and financial impact of the type of business activities in which
it engages and the economic environment in which it operates.
The Company has decided to continue presenting its segment
reporting as in previous years with a breakdown of business segments
into Hotels and Haussmann-style properties and a geographical
breakdown of its Haussmann-style properties into two areas, Lyon
and Marseille.
VI
Real estate assets
Investment property (IAS 40)
IAS 40 defines investment property as property held by the owner
or lessee (under a finance lease) to earn rental income or for capital
appreciation, or both, as opposed to:
VII
• using this property for the production or supply of goods or
services or for administrative purposes;
• selling it in the normal course of a trading business (property
dealing).
Assets acquired under credit-leases correspond to finance lease
contracts and are recognized as assets in the balance sheet, and
the corresponding loans are recognized as liabilities under financial
debt. Correspondingly, the lease payments are cancelled and the
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financial expense stemming from the financing along with the fair
value of the asset are recognized in accordance with the Group’s
accounting methods.
The ANF Immobilier Group has opted to assess its investment
property at fair value. This option does not apply to operating
property, which is measured at historical cost less accumulated
depreciation and any value impairments.
The fair value of the real estate assets is determined at each financial
statement closing date by two independent real estate experts (Jones
Lang LaSalle and BNP Paribas Real Estate Expertise), which appraise
the properties of the Group in a context of sustainable ownership.
The fair value is the appraisal value excluding transfer taxes.
Their appraisals are performed according to the specifications set
forth by the French Association of Property Appraisers (Afrexim)
and the working group chaired by Mr. Barthès de Ruyter, in its
February 2000 report on appraisal of real estate assets for listed
companies.
Depreciation of operating properties valued at amortized cost ceases
from the date on which these properties are classified as held for sale.
Operating properties and other property, plant
and equipment (IAS 16)
The Group’s operating property is measured at historical cost less
accumulated depreciation and any value impairment.
The following depreciation periods were thus used:
• structures:
50 to 75 years;
• facades & waterproofing:
• general technical facilities (including lifts):
These properties are not therefore subject to depreciation or value
impairment. Any change in fair value for each property is recognized
in the income statement for the period and is determined as follows:
• furniture, office and computer equipment:
Gains (or losses) on disposals of investment properties are calculated
with reference to the most recent fair value recognized at the previous
balance sheet date.
III
Moreover, other property, plant and equipment includes computer
equipment and furniture.
The change in the fair value of investment property is recognized in
the income statement.
Investment properties, including rebuilding projects, are recognized at
fair value. Virtually all of the real estate assets of ANF Immobilier are
recognized as investment properties. Properties under construction
and intended to be subsequently re-let are also kept in the investment
property category.
II
As of December 31, 2011, four properties, appraised at €5.6 million,
were held for sale.
• fittings:
Change in fair value = Market value N - [market value N-1 + capitalized
work and expenses for period N].
Contents
20 years;
15 to 20 years;
IV
10 years;
• asbestos, lead and energy diagnostics:
5 to 9 years;
3 to 10 years.
Intangible assets (IAS 38) and impairment
of assets (IAS 36)
V
V
An intangible asset is a non-monetary item with no physical substance
that must be both identifiable and controlled by the Company by
virtue of past events and from which future economic benefits are
expected.
An intangible asset is identifiable if it can be separated from the
entity acquired or it is the consequence of legal or contractual rights.
Intangible assets whose useful life can be determined are amortized
linearly over periods that correspond to their projected useful life.
VI
The following amortization periods were thus used:
Assets held for sale (IFRS 5)
In accordance with IFRS 5, when the Group has undertaken to sell
an asset or group of assets, it classifies them as assets held for
sale under current assets in the balance sheet at their most recent
known fair value.
Properties included in this category continue to be measured using
the fair value approach.
To be classified as an “asset held for sale”, a property must meet all
the following criteria:
• the asset must be immediately available for sale in its current
condition;
• a sale must be highly likely, formalized through the notification of
the Properties Committee, a decision of the Executive Board or
Supervisory Board and an offer to buy.
Properties that are in the process of being sold are presented on a
separate line in the balance sheet.
• concessions, patents and rights:
1 to 10 years.
IAS 36: “Impairment of Assets” applies to tangible and intangible
assets, financial assets and unallocated goodwill.
At each balance sheet date, the Group assesses whether there
are any indications that an asset has lost value. If an indication of
impairment is identified, the asset’s recoverable amount is compared
to its net carrying amount and an impairment loss may accordingly
be recognized.
VII
An indication of impairment may be either a change in the asset’s
economic or technical environment or a decline in the asset’s market
value. The appraisals carried out make it possible to measure any
impairment losses.
Expenses related to the acquisition of software licenses are
recognized as assets on the basis of the costs incurred to acquire
and get the relevant software operational. These costs are amortized
over the estimated useful life of the software (between three and
five years).
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Operating lease receivables
Operating lease receivables is valuated at the amortized cost and
is subject to an impairment test when there is an indication that the
asset could have lost value.
Contents
changes in the fair value of the ineffective portion of the hedge are
recognized in income.
The ANF Immobilier Group uses cash flow hedge-type financial
derivatives (swaps) to hedge its exposure to risk stemming from
interest rate fluctuations.
An individual analysis is conducted on the closing date of each
financial period in order to assess as fairly as possible the nonrecovery risk of any receivable and any requisite provisions.
Discounting of deferred payments
The Group’s long-term payables and receivables are discounted
where the impact is material:
Marketable securities are generally comprised of money market
funds and are listed at their fair value on the balance sheet. All these
marketable securities have been deemed cash equivalents.
II
III
• security deposits received are not discounted, since the discounting
effect is not material and there is no reliable discounting schedule;
• Long-term liability provisions under IAS 37 are discounted over the
estimated length of the disputes to which they relate.
Treasury shares (IAS 32)
Treasury shares held by the Group are deducted from the
consolidated shareholders’ equity at their acquisition value.
As of December 31, 2011, the Company held 315,992 treasury
shares. During the year, 200,000 treasury shares were acquired.
Financial debt (IAS 32-39)
Financial debt consists of loans and other interest-bearing liabilities.
It is recognized at amortized cost using the effective interest rate
method.
Loan issue costs are recognized under IFRS as a deduction from the
nominal amount of the loan. The portion of debt due in less than a
year is classified as current debt.
In the case of debt resulting from the recognition of finance leases, the
debt recognized to offset the item of property, plant and equipment
is initially recognized at the fair value of the leased asset or, if lower,
the present value of minimum lease payments.
Security deposits are deemed to be short-term liabilities and are
not discounted.
Derivative instruments (IAS 39)
IAS 39 distinguishes between two types of interest rate hedging:
• hedging of balance sheet items, the fair value of which fluctuates
as a result of interest rate risk (“fair value hedge”);
• hedging the risk of future cash flow variability (“cash flow hedge”),
which consists of fixing the future cash flows of a variable-rate
financial instrument.
Certain derivatives associated with specific financings qualify as
cash flow hedges under accounting regulations. In accordance with
IAS 39, only changes in the fair value of the effective portion of
these derivatives, as measured by prospective and retrospective
effectiveness tests, are recognized in shareholders’ equity. Any
Current and deferred tax (IAS 12)
IV
SIIC tax regime
The switch to the SIIC tax regime results in a complete exemption
from income tax. However, an exit tax at a reduced rate of 16.5% on
unrealized gains from properties and interests in entities not subject
to income tax becomes immediately due. This tax was fully paid as
of December 31, 2011.
Common law and the deferred tax regime
V
Deferred tax is recognized where there are temporary differences
between the carrying amounts of assets and liabilities in the balance
sheet and their tax bases, where these give rise to taxable sums in
the future.
A deferred tax asset is recognized where tax losses may be carried
forward on the assumption that the relevant entity is likely in the future
to generate taxable profits, against which these tax losses may be
charged. Deferred tax assets and liabilities are measured using the
liability method at the tax rate assumed to apply in the period in which
the asset will be realized or the liability settled, on the basis of the
tax rate and tax regulations that have been or will be adopted prior
to the balance sheet date. Measurement of deferred tax assets and
liabilities must reflect the tax consequences that would result from
the manner in which the Company expects to recover or settle the
carrying amount of its assets and liabilities at the balance sheet date.
Current and deferred tax is recognized as tax income or expenses
in the income statement, except for deferred tax that is recognized
or settled upon the acquisition or disposal of a subsidiary or interest,
unrealized gains and losses on assets held for sale. In these cases,
the corresponding deferred tax is charged to equity.
VI
VII
All property held by ANF was included in the scope of the SIIC
regime. ANF Immobilier’s rental business is thus wholly exempted
from income tax, and no deferred tax is recognized.
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Lease contracts (IAS 17)
Under IAS 17, a lease is an agreement under which the lessor
transfers to the lessee the right to use an asset for a fixed period
in return for a payment or series of payments. IAS 17 distinguishes
between two kinds of leases:
• a finance lease is a lease that effectively transfers to the lessee
virtually all the risks and benefits inherent in ownership of an asset.
Transfer of title may or may not occur at the end. For the lessee,
the assets are recognized as non-current assets offset by a debt.
The asset is recognized at the fair value of the leased asset at
the lease start date or, if lower, at the present value of minimum
payments;
Contents
Residential leases may be terminated by the tenant at any time, with
a notice period of one or three months. Leases on retail or office
premises may generally be terminated by the lessee after each threeyear period, with a notice period of six months. Leasing agreements
with B&B on hotels have a firm duration of 12 years, expiring in 2019.
For defined contribution schemes, Group payments are expensed
in the period to which they relate.
Treatment of step rents and rent-free periods
For defined benefit schemes involving post-employment benefits,
the cost of the benefits is estimated using the projected unit credit
method.
Front-end fees
Front-end fees received by the lessor are deemed to be additional
rent. The front-end fee forms part of the net sum transferred from
the lessee to lessor under the lease. In this regard, the accounting
periods during which this net amount is recognized should not be
affected by the form of the agreement and payment schedules. These
fees are staggered over the initial minimum period of the lease.
Cancellation fees and eviction compensation
Cancellation fees are received from tenants when they cancel the
lease before its contractual term. Such fees relate to the old lease
and are recognized as income in the period recorded. Where the
lessor cancels a lease in progress, it pays eviction compensation
to the sitting tenant.
• replacement of a tenant: if payment of eviction compensation
makes it possible to alter the level of the asset’s performance (a
rent increase and hence an increase in the value of the asset),
under the revised IAS 16, this expense may be capitalized in the
cost of the asset subject to this increase in value being confirmed
by appraisers. should this not be the case, the cost is recognized
as an expense;
• refurbishment of a building that requires the tenants to be
displaced: if the payment of an eviction penalty is part of major
refurbishment or reconstruction works for a building for which it
is mandatory for the tenants to depart beforehand, this cost is
considered to be a preliminary expense that is included as an
additional component following the refurbishment operation.
III
Employee benefits (IAS 19)
• an operating lease is any lease other than a finance lease.
Rental income from operating leases is recognized on a straight line
basis over the term of the lease. Step rents and rent-free periods
granted are recognized by staggering, reducing or increasing
rental income for the period. The reference period used is the initial
minimum period of the lease.
II
We have estimated the impact of the restatement of stage payments,
rent-free periods and front-end fees identified in the rental base in
2009, 2010, and 2011, according to IAS 17. The estimate arrived at is
not significant and therefore no recording entry has been accounted
for in the 2009, 2010, and 2011 financial statements.
IV
Under this method, rights to benefits are allocated to periods of
service on the basis of the scheme rights vesting formula, allowing
for a linearization effect when the pace at which rights vest is not
uniform over subsequent periods of service.
The amounts of future payments in respect of employee benefits are
measured on the basis of assumptions regarding salary increases,
retirement age and mortality rates, and then discounted to their
present value using the interest rate on long-term bonds from
top quality issuers. Actuarial differences for the period are directly
recognized in consolidated equity.
V
V
The ANF Immobilier Group has established a defined benefit scheme.
Pension commitments relating to this scheme are managed by an
insurance company. The amount expensed in 2011 was €165,000,
which corresponds to the premium paid to the insurance company,
and covers estimated commitments at December 31, 2011.
VI
Share-based payment (IFRS 2)
IFRS 2 requires that the income statement reflect the effects of all
transactions involving share-based payments. All payments in shares
or linked to shares must accordingly be expensed when the goods
or services provided in return for these payments are consumed.
There was no transaction involving share-based payment during
the period.
VII
a) Warrants
At its July 24, 2006 meeting, the Executive Board, pursuant to
the powers granted to it in resolution eight of the Ordinary and
Extraordinary Shareholders’ Meeting of May 12, 2006, acting on
the basis of the prior authorization granted to it by the Supervisory
Board at its June 22, 2006 meeting, decided to issue warrants at
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a unit price of €3.50 to members of the Executive Board as well as
qualifying staff members, as defined by the resolution.
At the close of the subscription period, between July 26, 2006 and
August 10, 2006, 262,886 warrants had been subscribed to by
twelve beneficiaries for a total amount of €920,101.
During the year, 260,575 warrants were exercised, leading to the
creation of 321,016 new shares. Since the exercise period ended
on November 10, 2011, there are no warrants remaining to be
exercised.
Contents
II
b) Stock option plans
The Executive Board, acting in accordance with the authorizations
granted by the Shareholders’ Meeting, proceeded with the
allocation of stock options to members of the Executive Board, as
well as to qualifying personnel, as defined by the resolutions of the
In order to factor in the distribution of reserves that took place
pursuant to the second resolution of the Ordinary and Extraordinary
Shareholders’ Meeting of May 17, 2011, the Executive Board
adjusted the exercise terms of the stock option plans for 2007-2010
at its meeting on October 17, 2011.
III
The terms of the stock option plans granted in the last few fiscal years, amended by the adjustments, are as follows:
Terms of stock option plans
2007 plan
2008 plan
2009 plan
2010 plan
2011 plan
Date of the Extraordinary Shareholders’ Meeting
05/04/2005
05/14/2008
05/14/2008
05/14/2008
05/17/2011
Date of the Executive Board’s decision
12/17/2007
12/19/2008
12/14/2009
12/15/2010
12/22/2011
124,352
147,582
175,553
171,437
168,872
• Of which corporate officers
98,111
116,217
145,078
137,597
135,542
• Of which are top 10 employee recipients
26,241
30,789
28,257
30,450
30,840
Number of shares that may be purchased
Total number of options granted
124,352
147,582
175,553
171,437
168,872
• Of which corporate officers
98,111
116,217
145,078
137,597
135,542
• Of which are top 10 employee recipients
26,241
30,789
28,257
30,450
30,840
Expiration date
Purchase price per share
12/17/2017
12/19/2018
12/14/2019
12/15/2020
12/22/2021
38.05
24.86
28.86
30.34
27.54
Vesting of options in phases:
1st third after 2 years, i.e.
12/17/2009
12/19/2010
12/14/2011
12/15/2012
12/22/2013
2nd third after 3 years, i.e.
12/17/2010
12/19/2011
12/14/2012
12/15/2013
12/22/2014
12/17/2011
12/19/2012
12/14/2013
12/15/2014
12/22/2015
No
Yes
Yes
Yes
Yes
Number of shares purchased
0
0
0
0
0
Number of shares cancelled
0
0
0
0
0
124,352
147,582
175,553
171,437
168,872
3 third after 4 years, i.e.
Exercise subject to performance conditions
Total number of options remaining
to be exercised
V
The options may be exercised once vested
Terms of exercise
rd
IV
VI
VII
Please note that where beneficiaries of stock options do not have four years’ service by the expiration date of one of the vesting periods
referred to above, the options corresponding to such period will be subject to a vesting period until such time as said beneficiary has four
years’ service with the Company.
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Accordingly, on the basis of the above adjustments, the number of options allocated to each beneficiary is as follows:
2007 Plan
2008 Plan
2009 Plan
2010 Plan
2011 Plan
Stock Options Stock Options Stock Options Stock Options Stock Options
Bruno Keller
65,502
71,403
88,595
86,561
85,269
29,360
35,302
42,638
41,731
41,107
3,249
4,007
4,431
5,505
9,414
9,305
9,166
Corporate officers
98,111
116,217
145,078
137,597
135,542
Staff
26,241
31,365
30,475
33,840
33,330
124,352
147,582
175,553
171,437
168,872
Brigitte Perinetti
Ghislaine Seguin
TOTAL
Basic earning per share (IAS 33)
Basic earning per share equates to net income after minority interests
attributable to ordinary shares, divided by the weighted average
number of shares outstanding during the period. The average number
of shares outstanding during the period is the number of ordinary
shares outstanding at the beginning of the period, adjusted for the
number of ordinary shares bought back or issued during the period.
III
To calculate diluted earning per share, the average number of shares
outstanding is adjusted to reflect the effect of dilution from equity
instruments issued by the Company that might increase the number
of shares outstanding.
IV
V
V
Market risk management
Market risks
Financial transactions, particularly the hedging of interest rate risk,
are carried out with leading financial institutions.
Owning rental properties exposes the Group to the risk of fluctuations
in the value of property assets and rents. However, this exposure is
mitigated because:
Liquidity risk
• the assets are mainly held for the long term and are recognized
in the financial statements at their fair value, even if this value is
determined on the basis of estimates;
Medium and long-term liquidity risk is managed via multi-year
financing plans. Short-term risk is managed via confirmed but
undrawn credit facilities.
• rental income stems from leasing arrangements, the term and
dispersion of which are likely to lessen the impact of fluctuations
in the rental market.
Interest rate risk
Counterparty risk
With a client portfolio of over 500 tenant companies, a high degree
of sector diversification, and 1,700 individual tenants, the Group is
not exposed to significant concentration risk.
A large portion of ANF Immobilier’s revenue comes from rent paid by
B&B Group companies. If the B&B Group were to experience serious
financial, sales, or operational difficulties leading it to default on its
rent payments, it would likely have a considerable negative impact on
ANF Immobilier’s operations, earnings, financial position and outlook.
VI
The ANF Immobilier Group is exposed to interest rate risk.
Management actively manages this risk exposure. The Group uses a
number of financial derivatives to address this. The goal is to reduce,
wherever deemed appropriate, fluctuations in cash flows as a result
of changes in interest rates. The Group does not enter into financial
transactions if it entails a risk that cannot be quantified.
VII
To this end, the ANF Immobilier Group has arranged 31 interest
rate hedging contracts to swap three-month or one-month Euribor
variable rates for fixed rates.
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II
Additional information (€ thousands)
Note 1
Non-current assets
Intangible assets, property, plant and equipment, and operating property
Gross amounts
Amount
as of
12/31/2009
Increase
Decrease
Amount
as of
12/31/2010
Intangible assets
1,071
63
0
1,134
Operating property
1,561
1,648
0
3,209
Furniture, office &
computer equipment
1,094
28
0
1,122
Increase
128
457
III
Decrease
Amount
as of
12/31/2011
0
1,262
(129)
3,080
(67)
1,512
IV
TOTAL
3,726
1,739
0
5,465
585
(196)
5,854
Amount
as of
12/31/2009
Increase
Decrease
Amount
as of
12/31/2010
Increase
Decrease
Amount
as of
12/31/2011
Intangible assets
540
144
0
684
194
0
878
Operating property
372
146
0
518
147
(125)
540
Furniture, office &
computer equipment
774
95
0
869
113
(41)
941
TOTAL
1,686
385
0
2,071
454
(166)
2,359
NET VALUES
2,040
1,354
0
3,394
131
(30)
3,495
Depreciation
& amortization
V
VI
Investment property
Valuation of properties
Investment property
Property held for sale
INVESTMENT PROPERTY AND PROPERTY
HELD FOR SALE
Operating property
VALUATION OF PROPERTIES
Lyon
Marseille
Bordeaux
B&b hotels
Amount
as of
12/31/2011
455,629
667,914
5,089
512,860
1,641,492
2,543
3,048
458,172
670,962
803
2,324
458,975
673,286
5,591
5,089
512,860
VII
1,647,083
3,127
5,089
512,860
The change in value includes a capital gain on a disposal of €2,240,000 and the increase in value of properties of €42,709,000.
1,650,210
VIII
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Investment property and property held for sale
Bordeaux
B&B Hotels
Total
608,870
0
476,423
1,501,760
34,892
0
11,347
64,856
(17,921)
(15,552)
0
0
(33,473)
16,914
15,759
0
4,470
37,143
434,077
643,969
0
492,240
1,570,286
24,925
42,556
5,089
751
73,321
(22,739)
(18,761)
0
0
(41,500)
21,909
3,196
0
19,869
44,974
458,172
670,960
5,089
512,860
1,647,081
Lyon
Marseille
Bordeaux
B&B Hotels
Total
676
0
0
4,609
5,285
Works
17,941
34,892
0
6,738
59,571
2010 total
18,617
34,892
0
11,347
64,856
Amount as of 12/31/2009
Investments
Income from disposals
Change in value
Investments
Income from disposals
Change in value
Details of investments
Acquisitions
Acquisitions
Lyon
Marseille
416,467
18,617
Contents
8,342
0
5,089
445
13,876
Works
16,583
42,556
0
306
59,445
2011 total
24,925
42,556
5,089
751
73,321
Except for two properties acquired at the end of the year in Lyon
and Bordeaux for €13 million, the Company’s real estate assets were
appraised by Jones Lang LaSalle and BNP Real Estate Expertise
using a number of different approaches:
• the rental income capitalization method for the Lyon and Marseille
Haussmann-style properties;
• the comparison method for the Lyon and Marseille Haussmannstyle properties;
• the developer balance sheet method for land;
• the income method for hotel properties.
Rental income capitalization method
The appraisers used two different methodologies to capitalize rental
income:
1) Current rental income is capitalized up to the end of the existing
lease. The capitalized current rent to expiry or revision is added to
the capitalized renewal rent to perpetuity. The latter is discounted
to the appraisal date on the basis of the date of commencement
of capitalization to perpetuity. An average ratio was used between
“vacancies” and “renewals” on the basis of historical tenant
changes.
II
III
IV
V
V
Recognition of market rent may be deferred for a variable vacancy
period for any rent-free period, refurbishment work or marketing
period, etc. following the departure of the sitting tenant.
2) For each property appraised, a rental ratio is calculated, expressed
in € per square meter per annum, making it possible to calculate
the annual market rent (ratio x weighted floor space).
An “imputed rent” is estimated and used for the purposes of
calculating the income method (capitalized rent). It is determined on
the basis of the nature and occupancy level of the premises, and
is capitalized at a yield approaching market levels, though where
appropriate this includes upward potential.
VI
The low yields in question include upward rental potential either where
a sitting tenant leaves or where rent caps are lifted due to changes
in local marketability factors.
Different yields have been applied by use and also between current
rental income and rent on renewal. Appraisals also take account of
expenditure required to maintain real estate properties (refurbishment
of façades, stairwells, etc.).
VII
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II
Change in the yields used in appraisals is given below:
Yield
12/31/2011
12/31/2010
12/31/2009
Retail
5.00% to 5.75%
5.10% to 6.00%
5.40% to 6.00%
Offices
6.00% to 6.75%
6.25% to 6.75%
6.50% to 7.25%
4.00% to 4.30%
4.25% to 4.65%
4.50% to 4.90%
Retail
5.50% to 7.45%
5.50% to 7.35%
5.65% to 7.50%
Offices
6.25% to 7.50%
6.25% to 7.25%
6.75% to 7.50%
4.15% to 4.75%
4.25% to 5.15%
4.50% to 5.25%
Lyon
Marseille
Comparison method
In the case of residential premises, an average price per square meter
vacant and excluding transfer taxes is ascribed to each premises
appraised, based on examples of market transactions or similar
assets.
In the first instance, the appraiser looks at the project from a
development perspective.
For ordinary land reserves, the approach is based on the value per
square meter of land available for construction having regard to
market prices.
For commercial property, and in particular retail premises (where rent
caps cannot be lifted), the ratio of the average price per square meter
is closely linked to rental terms.
Income method for hotel properties
With regard to the Haussmann-style properties, a value after work,
a value after work on private areas, a value after work on communal
areas and a current condition value are presented for each of the
two methods for each property appraised.
The result is a freehold market value for the asset including “transfer
taxes” (i.e. total cost of the property including all fees).
The value applied for each property in its current condition is
the average of the two methods, unless the appraiser indicates
otherwise. The final value excluding transfer taxes is converted into
a value including transfer taxes (by applying transfer taxes at 6.20%
for old properties and 1.80% for new properties), giving the effective
yield for each property (ratio between actual gross income and the
value including transfer taxes).
Developer balance sheet method for
redevelopment land
For land available for construction, the appraiser distinguishes
between land with planning approval and/or an identified and likely
project, and land for which there is no clearly defined project with
advanced plans.
IV
For each asset, net rent is capitalized on the basis of a weighted yield
specific to each hotel based on its characteristics.
V
Yields range from 5.65% to 6.87%, and were determined on the
basis of:
• the nature of the property rights to be assessed, and the asset’s
profile;
• the investment climate, particularly for this asset class;
• specific characteristics of each asset via a capitalization rate that
reflects its characteristics in terms of location, site and quality.
VI
SENSITIVITY ANALYSIS
The market value of the real estate assets was calculated by varying
yields by 0.1 points for the Haussmann-style and hotel properties.
VII
The sensitivity of the market value of the real estate assets assessed using the income method is as follows:
Change in yield
III
-0.20%
-0.10%
0.10%
0.20%
Impact on value
Haussmann-style properties
4.96%
2.40%
-2.41%
-4.68%
B&B Hotels
3.15%
1.56%
-1.49%
-3.00%
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II
Non-current financial assets
Decrease
Amount
as of
12/31/2010
Increase
Decrease
Amount
as of
12/31/2011
(903)
0
298
0
298
14
(4)
124
8
0
132
16
0
0
16
0
0
16
1,033
14
(907)
140
306
0
446
(37)
0
37
0
1
0
1
Amount
as of
12/31/2009
Increase
Liquidity contract
903
0
Other loans
114
Non-current financial
assets
Deposits & guarantees
GROSS TOTAL
Provisions for the liquidity
contract
Provisions for other loans
Provisions for deposits
and guarantees
NET TOTAL
0
0
0
0
0
0
0
(7)
0
0
(7)
0
0
(7)
989
14
(870)
133
307
0
440
III
IV
In 2005, a liquidity contract was arranged for ANF Immobilier stock. This contract is managed by Rothschild bank.
Note 2
V
V
Amount
12/31/2011
Less than
one year
Trade receivables
3,187
3,187
Other receivables
5,973
5,973
GROSS TOTAL
9,160
9,160
1,823
1,823
7,337
7,337
(€ thousands)
Provision
NET TOTAL
Note 3
One to
five years
More than
five years
0
0
0
0
VI
Debt maturity schedule at end of period
VII
Amount
12/31/2011
Less than
one year
One to
five years
More than
five years
519,978
1,458
512,102
6,418
Payables to fixed-asset suppliers
7,697
7,697
0
0
3,282
3,282
0
0
2,554
2,554
0
0
Rental security deposits
4,154
4,154
0
0
678
678
0
0
538,344
19,824
512,102
6,418
(€ thousands)
Bank debts and liabilities
Other payables
TOTAL
VIII
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Note 4
II
(€ thousands)
Money market funds and marketable securities
12/31/2011
12/31/2010
12/31/2009
36,082
27,820
27,649
Current bank accounts
1,636
505
2,481
37,718
28,325
30,130
0
(1,250)
0
(333)
(186)
(261)
37,385
26,889
29,869
Bank overdrafts
Outstanding bank interest
Net cash and cash equivalents
Note 5
Contents
III
IV
Prepaid expenses include subscriptions, insurance, finance lease payments, fees, and other expenses involving future periods.
Note 6
V
Prepaid income includes €325,000 in rental and service charge payments for the coming months.
Note 7
Amount
as of
12/31/2009
Decrease
Amount
as of
12/31/2010
Increase
Decrease
Amount
as of
12/31/2011
Increase
Provision for long-service
awards
48
0
(36)
12
0
0
12
Provision for supplementary
post-employment benefits
10
35
0
45
0
0
45
Other contingency provisions
43
165
0
208
228
(106)
330
101
200
(36)
265
228
(106)
387
Current liabilities
43
165
0
208
228
(106)
330
Non-current liabilities
58
35
(36)
57
Gross amounts
(€ thousands)
TOTAL
Reversals of provisions are for provisions used or that no longer
serve any purpose.
The most significant ongoing disputes are as follows:
1) Chief Operating Officer and Real Estate Director:
Legal action is currently underway following the removal and dismissal
in April 2006 of ANF Immobilier’s Chief Operating Officer and Real
Estate Director:
• the dismissed employees have filed claims with the Paris
Employment Tribunal for €3.4 million in the case of the former
VI
VII
57
Chief Operating Officer and €1.0 million in the case of the former
Real Estate Director;
• similarly, a commercial suit has been lodged against ANF Immobilier
with the Paris Commercial Court by the former Chief Operating
Officer as a former Company officer;
VIII
• a suit has also been lodged with the same court by a former
supplier.
Prior to the bringing of these employment and commercial suits,
ANF Immobilier had, in connection with criminal proceedings, brought
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126
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a civil action for damages before an investigating magistrate in
Marseille regarding alleged acts committed by the aforementioned
former supplier, and by its two former officers and other parties.
A criminal investigation is underway and letters rogatory have
been provided to the Marseille Criminal Investigation Bureau.
ANF Immobilier’s former Chief Operating Officer and Real Estate
Director have been charged and placed under judicial supervision.
Likewise for the former supplier, who was held on remand for a
number of months.
The Examining Chamber of the Aix en Provence Appeal Court
handed down a ruling on March 4, 2009 confirming the charges laid
against ANF Immobilier‘s former Chief Operating Officer and hence
the existence of serious and corroborating evidence against him with
regard to the claimed misuse of corporate assets to the detriment
of ANF Immobilier.
On account of the close link between the criminal and labor aspects
of this case, the Paris Employment Tribunal upheld the application
for a stay of proceedings.
2) TPH – Toti proceedings:
Representing Eurazeo, ANF Immobilier entered into an agreement
with Philippe TOTI, a private entrepreneur (TPH), with regard to the
refurbishment of part of its real estate assets in Marseille.
At the same time as filing criminal proceedings with a Marseille
investigating magistrate, directed in particular against the former
supplier for receiving stolen goods and aiding and abetting,
ANF Immobilier established that the latter was not employing the
material and human resources required to meet its contractual
obligations.
At ANF Immobilier’s request, a bailiff confirmed that work has been
abandoned.
Note 8
II
On June 19, 2006, following the bailiff’s confirmation, ANF Immobilier
cancelled the works contracts entered into with the former supplier.
The liquidator of the former supplier and the former supplier also
issued a writ against ANF Immobilier before the Paris Commercial
Court on February 16, 2007.
ANF Immobilier sought a stay of proceedings or the adjournment
of the case pending a final decision on the criminal proceedings
(Marseille District Court), on the basis of the civil suit for damages
brought by ANF Immobilier for misuse of corporate assets and
receiving stolen goods.
III
In a decision handed down on November 26, 2009, the President of
the Paris Commercial Court granted the stay of proceedings pending
a decision in the criminal case.
Accordingly, the Paris Commercial Court shall not be called upon
to examine the admissibility and grounds for the claim lodged by
Mr. Toti and the liquidator of TPH until the final criminal decision has
been handed down on the events surrounding ANF Immobilier’s suit.
IV
3) Expropriation procedure
On December 6, 2011, the Euroméditerranée Urban Development
Agency notified ANF Immobilier of an expropriation procedure
concerning a 2,366 square meter plot in Marseille, offering
compensation of €1,450,600.
ANF Immobilier has contested this offer.
No provision has been recorded in the Company’s financial
statements for these disputes.
V
V
To the best of the Company’s knowledge, there are no other
government, court or arbitration proceedings pending or threatened
that might have or over the past 12 months have had a material effect
on the Company’s financial position or profitability.
VI
Treasury shares
12/31/2011
(€ thousands)
Shares registered minus shareholders’ equity
Number of shares
TOTAL NUMBER OF SHARES
Treasury shares as a %
Note 9
Contents
12/31/2010
12/31/2009
10,697
4,281
4,261
315,992
115,992
109,835
27,774,794
27,453,778
26,070,846
1.14%
0.42%
0.42%
VII
Financial instruments
The ANF Immobilier Group is exposed to interest rate risk.
Management actively manages this risk exposure. The Group uses a
number of financial derivatives to address this. The goal is to reduce,
wherever deemed appropriate, fluctuations in cash flows as a result
of changes in interest rates. The Group does not enter into financial
transactions if it entails a risk that cannot be quantified.
VIII
ANF Immobilier has undertaken to comply with the following hedging
requirements:
• Crédit Agricole CIB:
50% of the debt hedged at fixed rates;
• Natixis:
• Société Générale:
100% of the debt hedged at fixed rates.
IX
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To this end, the ANF Immobilier Group has arranged 31 interest rate hedging contracts to swap three-month or one-month Euribor variable
rates for fixed rates. The table below sets out the impact of interest rate derivatives on ANF Immobilier’s consolidated financial statements:
Effective
date
Expiration Fixed rate
date
paid
07/24/2006
07/24/2012
3.9450%
12/15/2006
12/15/2012
3.9800%
10/31/2007
12/31/2014
4.4625%
04/11/2008
03/31/2015
4.2775%
08/20/2007
06/30/2014
4.4550%
09/28/2007
12/31/2014
4.5450%
10/31/2007
12/30/2014
4.3490%
06/16/2008
12/31/2014
4.8350%
08/04/2008
06/30/2014
4.7200%
08/11/2008
06/30/2014
4.5100%
08/11/2008
06/30/2014
4.5100%
10/08/2008
06/30/2014
4.2000%
10/10/2008
06/30/2014
4.1000%
11/14/2008
06/30/2014
3.6000%
12/24/2008
06/30/2014
3.1900%
07/01/2008
12/31/2014
4.8075%
08/11/2008
12/30/2014
4.5090%
08/11/2008
12/30/2014
4.5040%
10/06/2008
12/31/2014
4.3500%
12/23/2008
12/31/2014
3.2500%
02/06/2009
12/31/2014
2.9700%
03/13/2009
06/30/2014
2.6800%
06/26/2009
12/31/2014
2.8800%
01/04/2010
06/30/2014
2.3580%
01/04/2010
12/31/2014
2.4750%
01/03/2011
06/30/2014
2.5000%
12/17/2012
06/30/2014
3.1590%
06/30/2014
06/30/2017
2.6030%
06/30/2014
06/30/2016
2.4050%
06/30/2014
06/30/2016
2.2400%
06/30/2014
06/30/2018
2.5400%
(€ thousands)
3-month Euribor
swap/3.945%
3-month Euribor
swap/3.980%
3-month Euribor
swap/4.4625%
3-month Euribor
swap/4.2775%
3-month Euribor
swap/4.455%
3-month Euribor
swap/4.5450%
3-month Euribor
swap/4.3490%
3-month Euribor
swap/4.8350%
3-month Euribor
swap/4.72%
3-month Euribor
swap/4.51%
3-month Euribor
swap/4.51%
3-month Euribor
swap/4.2%
3-month Euribor
swap/4.1%
3-month Euribor
swap/3.6%
3-month Euribor
swap/3.19%
3-month Euribor
swap/4.8075%
3-month Euribor
swap/4.509%
3-month Euribor
swap/4.504%
3-month Euribor
swap/4.35%
3-month Euribor
swap/3.25%
1-month Euribor
swap/2.97%
3-month Euribor
swap/2.68%
3-month Euribor
swap/2.88%
3-month Euribor
swap/2.358%
3-month Euribor
swap/2.475%
3-month Euribor
swap/2.50%
3-month Euribor
swap/3.159%
3-month Euribor
swap/2.603%
3-month Euribor
swap/2.405%
3-month Euribor
swap/2.24%
3-month Euribor
swap/2.55%
TOTAL DERIVATIVES ELIGIBLE FOR HEDGE
ACCOUNTING
Fair value
Fair value
assets
liabilities
Nominal 12/31/2011 12/31/2011
Changes
in fair
value over
the year
Impact
on
financial
income
Impact
on
equity
22,000
0
(338)
539
0
539
28,000
0
(781)
656
(10)
666
65,000
0
(6,456)
(161)
0
(161)
11,000
0
(1,097)
(89)
0
(89)
18,000
0
(1,506)
108
0
108
65,000
0
(6,640)
(124)
0
(124)
14,000
0
(1,342)
(49)
23
(72)
6,700
0
(741)
6
(6)
11
10,000
0
(903)
85
0
85
28,000
0
(2,383)
182
0
182
10,000
0
(851)
65
(2)
67
9,500
0
(737)
34
(3)
37
12,800
0
(960)
33
(15)
49
5,700
0
(355)
(12)
(5)
(7)
6,350
0
(332)
(38)
0
(38)
2,300
0
(253)
1
(2)
3
28,000
0
(2,820)
(59)
(1)
(58)
10,167
0
(1,022)
(22)
0
(22)
5,046
0
(486)
(18)
(2)
(17)
5,821
0
(369)
(81)
(2)
(79)
3,300
0
(180)
(53)
(3)
(49)
11,700
0
(462)
(127)
(5)
(121)
11,435
0
(598)
(197)
(4)
(193)
23,900
0
(755)
(333)
(26)
(307)
19,861
0
(798)
(417)
(21)
(397)
64,000
0
(2,251)
(815)
114
(929)
50,000
0
(1,570)
(1,118)
0
(1,118)
40,000
0
(642)
(642)
(101)
(541)
40,000
0
(436)
(436)
(55)
(380)
20,000
0
(154)
(154)
(15)
(139)
20,000
0
(231)
(232)
(48)
(184)
667,579
0
(38,449)
(3,468)
(189)
(3,278)
The financial derivatives were measured by discounting the estimated future cash flows on the basis of the yield curve as of December 30, 2011.
128
II
III
IV
V
VI
VII
VIII
IX
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I
4
Note 10
Contents
II
Covenants
With respect to loans and credit lines, ANF has made certain
undertakings including that of compliance with the following financial
ratios:
“Interest Cover Ratio” denotes the ratio of gross operating income
to net financial expense for an interest period.
Loan to Value Ratio
Interest Cover Ratio
The Interest Cover Ratio must be two (2) or above from the first Test
Date, and for as long as sums remain due under the Agreement.
The Interest Cover Ratio is calculated quarterly at each Test Date,
(i) for Interest Cover Ratios at December 31 each year, on the basis
of the certified annual financial statements (consolidated, if the
Borrower is required to prepare consolidated financial statements),
(ii) for Interest Cover Ratios at June 30 each year, on the basis of the
Borrower’s unaudited interim financial statements (consolidated, if the
and, (iii) for Interest Cover Ratios at March 31 and September 30
each year, on the basis of a provisional quarterly accounting close.
III
The Loan to Value Ratio must be 50% (fifty percent) or lower from
the first Test Date, and for as long as sums remain due under the
Agreement.
The Loan to Value Ratio is calculated every six months on each Test
Date, on the basis of the certified annual financial statements or
unaudited interim financial statements.
“Loan to Value Ratio” denotes the ratio of net debt to the appraisal
value of real estate assets.
IV
For the loan provided by Crédit Agricole CIB, this ratio is also
calculated on the Haussmann-style properties, excluding the B&B
hotel properties.
Reference
standard
Test frequency
Ratios at
12/31/2011
Ratios at
12/31/2010
Ratios at
12/31/2009
ICR (EBITDA/net financial expenses)
minimum 2
quarterly
3.9
3.2
3.3
LTV ratio (net financial debt/appraisal
value of property)
maximum 50%
half-year
29.2%
29.2%
28.1%
V
V
ANF Immobilier is in compliance with all of the undertakings agreed to with respect to its loan agreements.
Note 11
VI
Commitments received
Current off-balance sheet commitments received by ANF Immobilier relate to credit facilities that remained undrawn at the balance sheet date
and can be summarized as follows:
Commitments received (€ thousands)
Guarantees and deposits received
Other commitments received
TOTAL
12/31/2011
12/31/2010
12/31/2009
6,564
2,753
2,213
172,164
99,542
103,567
178,728
102,295
105,780
VII
The main commitments are the following:
• ANF Immobilier has accepted a number of credit facilities. Unused credit facilities amounted to €164 million;
• the B&B Hotels Group has provided ANF Immobilier with a joint and several guarantee covering the payment of rents.
VIII
IX
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Contents
II
Commitments given
Current off-balance sheet commitments given by ANF Immobilier can be summarized as follows:
Commitments given (€ thousands)
Pledges, mortgages and collateral
Guarantees and deposits given
12/31/2011
12/31/2010
12/31/2009
261,568
263,132
254,876
22,044
0
7,633
Promise of sale
6,147
Other commitments given
6,267
9,007
11,244
296,026
272,139
273,753
TOTAL
• the following guarantees have been given in return for the
€250 million seven-year loan from a bank syndicate led by Crédit
Agricole CIB:
• a pledge over bank current accounts,
• assignment of property insurance premiums under the “Dailly”
law;
• the following guarantees have been given by ANF Immobilier in
return for the €213 million seven-year loan and the establishment
of a €75 million credit facility from a bank syndicate led by Natixis:
• assignment under the “Dailly” law of receivables relating to any
ANF Immobilier income from the properties (particularly rents,
insurance compensation for “loss of rent”, hedging contract,
rights to property conveyance deeds).
Bank guarantees of €22 million have been given in respect of
payment of the purchase price for the Milky Way building in Lyon
and the payments due under the works contract relating to Ilot 34
in Marseille.
V
Movement in share capital and shareholders’ equity
260,575 warrants were exercised in 2011, leading to the creation
of 321,016 shares.
Under Article 6 of the Articles of Association, the share capital is set
at twenty-seven million seven hundred and seventy-four thousand
Note 13
IV
In respect of the €250 million and €213 million loans and the
establishment of the €75 million credit facility, ANF Immobilier
undertook to comply with the Financial Ratios described in Note 10.
• Mortgage securities on the properties financed (lender’s lien
and mortgage charges),
Note 12
III
seven hundred and ninety-four euros (€27,774,794). It is divided
into twenty-seven million seven hundred and seventy-four thousand
seven hundred and ninety-four (27,774,794) shares with a par value
of one euro each, fully paid up and all of the same class.
VI
Deferred tax assets and liabilities
VII
There are no deferred tax assets or liabilities.
VIII
IX
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4
Note 14
Contents
II
Related parties
(€ thousands)
Other receivables
Other debts
Eurazeo
SCCV 1-3, rue d’Hozier
10
641
1,400
-
Income from entities accounted for by the equity method
The compensation paid to members of the Executive Board is set
out below.
Stock options were also granted to members of the Executive Board;
for details see the note on “Share-based payment (IFRS 2)”. The
stock options granted were valued at €1.94 each, using a binomial
model that takes into account their characteristics, notably, the term
Compensation paid to members of the Executive Board (€)
III
1,143
226
457
of the options, a risk-free rate of 2.56%, and share volatility of 21%.
The stock options granted to members of the Executive Board were
thus valued at €263,000.
IV
Some Executive Board members benefit from a defined benefit
supplementary pension scheme, which is described in the note on
“Employee benefits (IAS 19)”.
12/31/2011
(1)
Bruno Keller
Fixed compensation
V
V
Variable compensation
Benefits in kind
Fixed compensation
247,200
136,860
Benefits in kind
4,002
VI
Ghislaine Seguin
Fixed compensation
Benefits in kind
154,500
82,613
1,107
(1) Bruno Keller, Chairman of the Executive Board, is only compensated by Eurazeo.
VII
VIII
IX
131
I
4
Note 15
Contents
II
Income statement and segment reporting
Primary segment reporting is business-related, insofar as it represents the Group’s management structure and is presented on the basis of
the following business segments:
• operating activity for Haussmann-style properties;
• hotel operations.
III
Secondary segment reporting is by geographic region:
• Lyon region;
• Marseille region.
12/31/2011
Total
Haussmann-style
B&b Hotels
properties
Lyon
Marseille
Revenues: rental income
83,576
33,095
50,481
27,193
23,288
Other operating income
6,585
2,666
3,919
1,193
2,725
90,161
35,761
54,400
28,386
26,013
(10,112)
(2,336)
(7,776)
(2,014)
(5,762)
(709)
(233)
(476)
(€ thousands)
Total operating income
Property expenses
Total operating expenses
(709)
(10,821)
(2,336)
(8,485)
(2,248)
(6,238)
79,340
33,425
45,914
26,138
19,776
2,240
0
2,240
1,156
1,084
after disposals
81,579
33,425
48,154
27,294
20,860
(7,941)
(1,588)
(6,353)
(2,144)
(4,209)
(3,505)
(839)
(2,667)
(899)
(1,767)
Other income and transfers of expenses
1,754
351
1,404
474
930
Other expenses
(532)
(13)
(519)
(181)
(338)
(454)
(91)
(363)
(123)
(241)
Other operating provisions (net of reversals)
(224)
(33)
(191)
33
(225)
Net operating income (before changes
in fair value of property)
70,677
31,213
39,464
24,454
15,010
42,709
19,869
22,840
20,728
2,112
Net operating income (after changes
in fair value of property)
113,386
51,082
62,304
45,182
17,122
(17,785)
(11,393)
(6,392)
(2,157)
(4,235)
(1)
0
(1)
0
0
(189)
(17)
(172)
(57)
(115)
457
0
457
0
457
95,868
39,671
56,196
42,967
13,229
(55)
(11)
(44)
(15)
(29)
0
0
0
95,813
39,660
56,153
Financial amortization and provisions
Share of income from entities accounted for by
the equity method (pending consolidation of SGIL)
Income before tax
Current taxes
Deferred taxes
0
42,953
IV
V
VI
VII
VIII
13,200
IX
132
I
I
4
Note 16
Contents
II
Earnings per share
(€ thousands)
12/31/2011
12/31/2010
12/31/2009
95,813
74,863
(53,977)
Net income for basic earnings per share calculation
Net income for diluted earnings per share calculation
95,813
74,863
(53,977)
Number of ordinary shares for base earnings per share
at the balance sheet date*
27,458,802
27,337,786
27,268,333
Average weighted number of ordinary shares
for base earnings per share*
27,387,175
27,300,388
26,548,802
Diluted number of ordinary shares*
27,458,802
27,337,786
27,268,333
Diluted average weighted number of ordinary shares*
27,387,175
27,300,388
26,548,802
3.49
2.74
(1.98)
III
Stock options for diluted earnings per share
(€)
Net earnings per share
Diluted earnings per share
3.49
2.74
(1.98)
Weighted net earnings per share
3.50
2.74
(2.03)
Diluted weighted earnings per share
3.50
2.74
(2.03)
IV
* Number of shares in 2009 and 2010 restated for the bonus shares (1 for 20) granted in 2010.
The number of shares does not include treasury shares.
V
V
Note 17
NAV per share
The NAV is calculated by dividing the Company’s consolidated shareholders’ equity by the number of shares, excluding treasury stock.
(€ thousands)
Capital and consolidated reserves
Fair value adjustment of operating property
NNNAV
Elimination of the fair value adjustment of swaps
12/31/2011
12/31/2010
12/31/2009
1,118,631
1,064,859
1,029,574
587
447
1,833
1,119,218
1,065,306
1,031,407
38,632
35,354
29,645
1,157,850
1,100,660
1,061,052
27,774,794
27,453,778
27,378,168
(315,992)
(115,992)
(109,835)
27,458,802
27,337,786
27,268,333
NAV per share (€)
42.2
40.3
38.9
NNNAV per share (€)
40.8
39.0
37.8
Net Asset Value
Total number of shares*
Treasury shares
Shares excluding treasury shares
VI
VII
* Adjusted for the 2010 bonus issue of one share for every 20 held.
VIII
IX
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4
Note 18
Contents
II
Cash flow per share
12/31/2011
12/31/2010
70,677
57,068
52,723
454
386
333
(2,240)
(1,621)
(2,150)
Operating income before depreciation &
amortization and income from disposals
68,892
55,833
50,906
666
722
847
(€ thousands)
Operating income before changes in fair value
of property
Cancellation of impact of IFRS 2 (stock options,
recorded as employee expenses)
EBITDA
Current cash flow before tax
Average number of shares during fiscal year
CURRENT CASH FLOW PER SHARE
69,558
56,555
(17,785)
(17,641)
51,773
38,913
27,387,175
27,300,388
1.89
1.43
Number of shares in 2010 and 2009 adjusted to reflect the bonus
shares (one share per 20 held) granted in 2010.
Operating income includes the back payments for previous years’ rent
invoiced to the company Le Printemps, amounting to €7,829,000.
Note 19
Change
12/31/2009
23.0%
51,753
Change
III
9.3%
(16,152)
33.0%
35,601
9.3%
IV
26,548,802
32.6%
1.34
6.3%
Stripping out this non-recurring item, EBITDA was €61,729,000, an
increase of 9.2%, and current cash flow was €43,944,000 (€1.60
per share), up 12.9% compared with 2010.
V
Tax calculation
12/31/2010
12/31/2009
(55)
0
(1,902)
0
(0)
(0)
(55)
(0)
(1,902)
95,813
74,863
(53,977)
55
0
1,902
Income before tax
95,868
74,863
(52,075)
SIIC regime income (exempt)
53,159
39,340
37,043
SIIC regime fair value adjustment
(€ thousands)
Current taxes
Deferred taxes
TOTAL
Net income after minority interests
Income tax/CVAE adjustment
12/31/2011
42,709
35,522
(89,478)
Capital gains taxed at a reduced rate
0
0
9,057
TAX BASE
0
1
360
Current tax rate in France
34.43%
34.43%
34.43%
Reduced rate
19.63%
19.63%
19.63%
0
0
1,902
0
1,902
Expected theoretical tax
CVAE
55
TAX EXPENSE FOR YEAR
55
VI
VII
VIII
IX
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I
I
4
Note 20
Contents
II
Interest rate risk exposure
Balance
12/31/2011
Repayments
< one year
Balance
12/31/2012
Repayments
one to five years
Fixed rate debt
0
0
0
0
0
Bank Loans
0
0
0
0
0
Finance leases
0
0
0
Variable rate debt
519,978
(1,458)
518,520
(512,102)
6,418
(6,418)
Loans at variable
and revisable rates
516,149
(589)
515,560
(509,142)
6,418
(6,418)
3,496
(536)
2,960
(2,960)
0
(€ thousands)
Finance leases
Balance Repayments more
12/31/2016
than five years
0
III
0
Bank overdrafts
0
0
0
0
Accrued interest
333
(333)
0
0
519,978
(1,458)
518,520
(512,102)
6,418
(6,418)
Cash & equivalents
37,718
(37,718)
0
0
0
0
Mutual funds
and investments
36,082
(36,082)
0
0
1,636
(1,636)
0
0
482,260
36,260
518,520
(512,102)
6,418
(6,418)
0
0
0
0
0
0
Variable rate
482,260
36,260
518,520
(512,102)
6,418
(6,418)
Derivatives portfolio
497,579
Fixed for variable rate swaps
497,579
Forward start derivatives
portfolio
170,000
Fixed for variable rate swaps
170,000
Gross debt
Liquid assets
NET DEBT
Fixed rate
TOTAL DERIVATIVES
PORTFOLIO
IV
V
V
VI
667,579
VII
VIII
IX
135
I
4
Note 21
Contents
II
Credit risk
12/31/2011
Counterparty (€ millions)
12/31/2010
12/31/2009
Credit limit
balance
Amount
drawn down
Credit limit
balance
Amount
drawn down
Credit limit
balance
Amount
drawn down
250
250
250
211
250
186
80
0
0
0
0
0
Crédit Agricole CIB, BECM,
Société Générale, HSBC
BNP Paribas
Groupe Crédit Mutuel CIC
41
0
41
0
6
0
Groupe Crédit Agricole
25
0
10
0
0
0
Other banks
18
0
6
5
6
1
III
IV
Note 22
Staff
Headcount as of December 31, 2011
Executives
Non-executives
TOTAL
Male
Female
Total
19
10
29
7
16
23
26
26
52
V
VI
VII
VIII
IX
136
I
I
Statutory Auditors’ report on the consolidated financial statements
4
Contents
Statutory Auditors’ report on the consolidated
financial statements
II
Fiscal year ending December 31, 2011
III
Notice to shareholders
ANF Immobilier
32, rue de Monceau, 75008 Paris
Dear shareholders,
In carrying out the responsibilities entrusted to us by your Shareholders’ Meeting, we hereby present our report on the fiscal year ended
December 31, 2011 on:
• the audit of the accompanying ANF Immobilier consolidated financial statements;
IV
• the basis for our assessment;
• the specific check provided for by law.
The consolidated financial statements were approved by the Executive Board. It is our duty to express an opinion on these financial statements
on the basis of our audit.
I-
Opinion on the consolidated financial statements
V
V
We carried out our audit in accordance with professional standards applicable in France. These standards require us to carry out the audit in
such a manner as to obtain reasonable assurance that the consolidated financial statements do not contain any material misstatements. An
audit consists of checking, by sampling or other means of selection, the items underlying the amounts and information in the consolidated
financial statements. It also consists of assessing the accounting policies applied, the material estimates used and the overall presentation of
the financial statements. We consider that the audit evidence we obtained provides a sufficient and appropriate basis for our opinion.
We certify that the consolidated financial statements for the reporting period are, with respect to the IFRS accounting basis as adopted by the
European Union, reasonable and accurate and that they give a true and fair view of the assets and liabilities, financial position and earnings of
the Group consisting of the companies and entities within the scope of consolidation.
VI
II - Basis for our assessment
In accordance with Article L. 823-9 of the French Commercial Code on the basis for our assessment, we would draw attention to the following
matters:
VII
• as indicated in the note relating on accounting policies and methods entitled “Investment property (IAS 40)”, the real estate assets are appraised
at each balance sheet date by two independent real estate appraisers in the manner described in Note 1 “Non-current assets”. Our work
primarily consisted of reviewing the information and assumptions used as well as the resulting valuations. We also satisfied ourselves that
the fair value of the investment property as presented in the consolidated balance sheet was determined on the basis of these appraisals;
VIII
IX
137
I
Statutory Auditors’ report on the consolidated financial statements
4
Contents
• as indicated in the note relating on accounting policies and methods entitled “Financial instruments (IAS 39)”, the ANF Immobilier Group
uses financial instruments recognized at fair value in the consolidated balance sheet. In order to determine this fair value, the Group uses
measurement methods based on market criteria. We assessed the information and assumptions underlying these estimates and reviewed
the calculations performed by the Group.
II
The above assessments were made in the course of our audit of the consolidated financial statements, as a whole, and thereby contributed
to forming our opinion expressed in the first part of this report.
III
III - Specific Check
We also carried out the specific check provided for by law with regard to the disclosures set out in the report on Group management.
We have no observations to make regarding their fairness and consistency with the consolidated financial statements.
IV
Neuilly-sur-Seine and Courbevoie, April 6, 2012
The Statutory Auditors
PricewaterhouseCoopers Audit
Mazars
Rémi Didier
Guillaume Potel
V
VI
VII
VIII
IX
138
I
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Contents
COMPANY
II
III
Pursuant to Article 28 of EC Regulation no. 809/2004, the following financial statements are incorporated by reference in this
Registration Document: ANF Immobilier for the fiscal year ended December 31, 2009, as well as the related Statutory Auditors’
report included in Section IV, Volume II on pages 130 to 153 and 154 to 155 of the Registration Document filed with the Financial
Markets Authority on April 21, 2010 under no. D.10-0299, the financial statements of NF immobilier for the fiscal year ended
December 31, 2010, as well as the related Statutory Auditors’ report included in Section IV on pages 158 to 180 and 181 to
182 of the Registration Document filed with the Financial Markets Authority on April 18, 2011 under no. D.11-0319.
ANF IMMOBILIER
AS OF DECEMBER 31, 2011
NOTES TO THE COMPANY’S ANNUAL
140
143
Highlights of the fiscal year
144
Change in accounting methods
144
144
Accounting policies and methods
145
Additional Information
147
STATUTORY AUDITORS’ REPORT
ON THE COMPANY ANNUAL
IV
162
I - Opinion on the company annual financial
statements
162
162
III - Specific checks and disclosures
163
V
VI
VII
VIII
IX
139
I
ANF Immobilier financial statements as of December 31, 2011
4
Contents
ANF Immobilier financial statements
II
Balance sheet at December 31, 2011 – Assets
III
Note
Gross amount
Depreciations
or provisions
12/31/2011
12/31/2010
1
13,398 062
878,664
12,519,398
23,182,673
• Land
1
364,079,081
0
364,079,081
372,724,358
• Buildings & fittings
1
821,701,524
168,918,490
652,783,034
659,627,981
Assets (€)
Non-current assets
Intangible assets
Concessions, patents and similar rights
• Other property, plant and equipment
1
832,869
668,513
164,356
253,215
• Property, plant and equipment in progress
1
110,269,457
0
110,269,457
81,060,746
1 and 19
154,356
0
154,356
1,340,568
1
6,371,439
7,789
6,363,650
131,827
1,316,806,787
170,473,455
1,146,333,332
1,138,321,368
280,372
IV
Non-current financial assets
Investments
Other non-current financial assets
TOTAL I
V
Current assets
Advance payments on orders
2, 3 and 4
2,551,993
0
2,551,993
Trade receivables
2, 3 and 4
3,205,498
1,822,708
1,382,791
958,024
Other receivables
2, 3 and 4
2,653,256
0
2,653,256
2,074,672
5
46,641,524
2,252,040
44,389,484
29,748,774
1,715,587
0
1,715,587
505,202
63,202
134,060
Investment securities
Liquid assets
VI
Prepaid expenses
TOTAL II
GRAND TOTAL (I + II)
6
63,202
56,831,060
4,074,748
52,756,312
33,701,104
1,373,637,847
174,548,203
1,199,089,644
1,172,022,471
VII
VIII
IX
140
II
4
Contents
II
Balance Sheet at December 31, 2011 –
Liabilities and equity
Total liabilities and equity (€)
Note
12/31/2011
12/31/2010
Capital stock
7 and 8
27,774,794
27,453,778
Other paid-in capital
8
323,074,861
321,862,694
Legal reserve
8
2,745,378
2,737,818
Regulatory reserves
8
283,465,575
301,555,042
Retained earnings
8
285,889
40,802
8
24,144,646
16,715,728
Investment grants
8
2,283,826
2,531,579
663,774,968
672,897,441
386,852
265,228
386,852
265,228
516,148,723
481,561,085
TOTAL I
9
TOTAL II
III
IV
Liabilities
Financial liabilities
10 and 11
Interest incurred and liabilities related to investments
10 and 11
334,375
188,520
Various debts and financial liabilities
10 and 11
4,124,374
3,526,342
10 and 11
312,886
1,409,467
V
Operating liabilities
Advance tenant payments
10 and 11
7,680,709
6,288,984
Trade payables
10 and 11
3,080,752
2,789,714
10 and 11
2,555,287
2,174,730
Other payables
10 and 11
365,226
442,876
534,602,332
498,381,718
325,493
478,085
325,493
478,085
1,199,089,644
1,172,022,471
TOTAL III
VI
Prepaid income
TOTAL IV
GRAND TOTAL (I TO IV)
12
VII
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IX
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II
Income statement
Income statement (€)
12/31/2011
12/31/2010
Revenues (rental income)
83,508,953
69,133,449
8,471,196
8,724,246
Total I: Operating income
91,980,149
77,857,695
External purchases and expenses
(8,743,987)
(9,473,929)
Taxes
(6,552,465)
(6,112,363)
Employee expenses
(7,314,540)
(6,623,418)
Other income (expenses invoiced, grants, etc.)
Depreciation and amortization of non-current assets
Depreciation of current assets
(449,388)
(157,543)
(35,374,988)
(32,555,999)
(102,471)
(302,936)
43,376
1,482
Total II: Operating expenses
(58,494,464)
(55,224,705)
NET OPERATING INCOME
33,485,685
22,632,989
1,521,618
1,976,888
Financial income
Financial expenses
(20,379,808)
(17,377,325)
(18,858,190)
(15,400,437)
45,271,429
34,787,742
(35,769,638)
(25,304,567)
9,501,790
9,483,176
15,360
0
24,144,646
16,715,728
Extraordinary income
Extraordinary expenses
Extraordinary items
Income tax
NET INCOME FOR THE PERIOD
III
IV
V
VI
VII
VIII
IX
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II
Notes to the Company’s annual financial statements
4
Contents
Notes to the Company’s annual
financial statements
II
Detailled contents
HIGHLIGHTS OF THE FISCAL YEAR
144
147
Judgment regarding setting of Printemps rent
Operations
Property appraisal
Financing
144
144
144
144
144
CHANGE IN ACCOUNTING METHODS
144
EVENTS OCCURRING AFTER THE BALANCE
SHEET DATE
144
ACCOUNTING POLICIES AND METHODS
145
Intangible assets
Legal revaluation
Equity holdings
Trade receivables
Consolidating Company
145
145
146
146
146
146
146
Note 1
Note 2
Note 3
Note 4
Note 5
Note 6
Note 7
Note 8
Note 9
Note 10
Note 11
Note 12
Note 13
Note 14
Note 15
Note 16
Note 17
Note 18
Note 19
Note 20
Note 21
Note 22
Note 23
147
150
150
151
151
151
151
152
152
153
154
154
154
155
156
157
157
158
159
159
160
160
161
Non-current assets
Accrued income
Asset depreciation
Share capital
Change in shareholders’ equity
Debt maturity schedule
Accrued expenses
Covenants
Interest rate risk
Headcount
Compensation of Executive Directors
Share-based payment
Subsidiaries and shareholdings
Associates
Revenues
Extraordinary items
Cash flow statement
III
IV
V
VI
VII
VIII
IX
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II
Highlights of the fiscal year
Judgment regarding setting
of Printemps rent
On May 31, 2011, the Lyon District Court handed down a ruling
fixing the annual rent due to ANF Immobilier from the company
Le Printemps at €2,135,650, compared to the previous €402,197.
This new rent is retroactive to June 25, 2006. Le Printemps was
therefore ordered to pay back rent of €8.7 million for the period from
June 25, 2006 to June 30, 2011, plus late interest in the amount
of €0.4 million.
The company Le Printemps did not appeal this judgment and in
July 2011 paid the sum of €9.1 million.
Operations
Rental income totaled €83.5 million after an increase of €14.4 million
over December 31, 2010, or nearly 21% growth.
On a like-for-like basis, restating for the impact of the back rent for
prior years billed to Printemps, rent increased 11.9% over 2010,
22.3% on Haussmannien -style real estate assets.
EBITDA was €69.6 million.
After deducting net financing costs, current cash-flow was
€51.8 million.
Restating for the impact of the back rent for prior years billed to
Printemps EBITDA was €61.7 million, a 10.6% increase, and current
cash flow was €43.9 million, a 12.2% increase.
IV
Works performed on and investments in the city-center real estate
assets were €16.6 million in Lyon and €42.5 million in Marseille.
Property appraisal
A 4,366 sqm office building was purchased in Lyon off-plan for a
sum of €16.8 million net of taxes. It is expected to be delivered in
December 2012, €8.3 million were paid out in 2011 for this project.
The real estate market remained stable or increased slightly, with
considerable interest in prime assets, particularly in retail space and
strong demand for downtown residential units. ANF Immobilier’s
property assets have benefitted from this trend; the market value
appraisals by real estate experts declined by 0.1% to 0.3% on
downtown properties and 0.05% to 0.1% on B&B hotels.
ANF Immobilier acquired 100% of the shares in SNC Bassins à Flots,
which is developing a 13,000 sqm property in Bordeaux to be used
primarily for office space for a sum of €27.4 million net of taxes. This
property will be delivered in several tranches, with the first tranche
to be delivered in September 2012. In 2011, €5.1 million were paid
out for this investment.
III
V
Financing
Three properties, as well as several apartments were sold in Marseille
for a total sum of €18.8 million. In Lyon a complex and several
apartments were were sold for a total sum of €22.7 million.
ANF Immobilier entered into three loan agreements with first-rate
banks for a global amount of €113 million, for an average term of
five years and eight months at an average cost of Euribor +148 basis
points.
These sales generated a €9.6 million capital gain.
The amount of credit lines not drawn down was €164 million.
The company SGIL, in which ANF Immobilier holds a 63.45% stake,
was liquidated, generating €0.3 million in liquidation dividends.
The average debt cost was 4.30%. Gross indebtedness was
€520 million; no significant repayments are due before June 2014.
The LTV ratio was held down at 29.2%.
VI
Change in accounting methods
There was no change in accounting methods during the fiscal year.
VII
VIII
IX
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II
4
Contents
II
Accounting policies and methods
The annual financial statements as of December 31, 2011 are
presented in accordance with the 1999 French chart of accounts
and French GAAP.
The period ran for 12 months from January 1, 2010 to December 31,
2011.
The notes and tables below form an integral part of the annual
financial statements. They have been prepared in accordance with
applicable laws and regulations.
The historical cost plus any share of non-recoverable VAT method has
been used for measuring items recognized in the financial statements.
Company and on the basis of studies performed by various agencies
known in the real estate market:
Amortization
period
Component
III
• Land:
• Structures:
50 to 75 years;
• Façades & waterproofing:
• General technical plant (including lifts):
• Fittings:
Intangible assets
In accordance with applicable legislation, the Company recognizes its
non-current assets at historical cost, including incidental acquisitionrelated costs plus any share of non-recoverable VAT.
Intangible assets include software, brands, and patents owned by the
Company plus costs incurred as part of the taking on of real estate
finance leases. These costs are not impaired until the purchase option
is exercised and are included in the cost of property complexes where
the option is exercised.
The following amortization periods were thus used:
Concessions, patents and rights: one to ten years.
ANF Immobilier adopted CRC regulation 2002-10 in respect of asset
depreciation and impairment.
This option gave rise to the application of all the provisions of this
regulation to property, plant and equipment that can be broken
down into components, with the exception of the provisions thereof
governing impairment; in particular, the component of an item of
property, plant and equipment that can be replaced or that involves
major maintenance or refurbishment work, recognized as such on the
asset side, is depreciated on the basis of criteria specific to its use.
Entries for the buildings and building fittings are affected by the
application of these provisions.
City-center properties
The component method has thus been applied in the Company’s
financial statements. Six components were defined, for which the
amortization durations were used based on internal studies at the
20 years;
15 to 20 years;
10 years;
• Asbestos, lead, and energy diagnostics:
• Furniture, office, and computer equipment:
5 to 9 years;
3 to 10 years.
IV
Hotel properties
For the B&B hotels, five components were defined:
Amortization
period
Component
• Land:
• Structures:
40 years;
• Façade roofing:
20 years;
• Technical facilities:
25 years;
• Indoor fittings:
10 years.
V
The balance sheet item Buildings, fixtures and fittings includes the
structures, façade roofing, technical facilities, fittings and inspections.
VI
The land was presented on a separate line in the balance sheet.
In accordance with applicable legislation, the Company recognizes its
non-current assets at historical cost, including incidental acquisitionrelated costs plus any share of non-recoverable VAT. The acquisition
cost of a building includes its purchase price and all directly related
expenses (legal fees, transfer taxes and other transaction costs).
The financial expenses related to building operations and the sales
fees are integrated as non-current expenditures in the cost of the
general and technical facilities.
VII
The internal costs directly attributable to the production of projects
underway were capitalized in the cost of these projects.
Eviction compensation is also treated as non-current asset, when
it allows for a possible creation of value, by an increase in rents for
example.
Eviction compensation and marketing fees are amortized over a
period of 12 years.
VIII
IX
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I
4
Legal revaluation
As part of the transition to the SIIC regime on January 1, 2006,
ANF Immobilier carried out a reappraisal of assets for which the
option was adopted. This reappraisal was based on valuations by
Jones Lang LaSalle and gave rise to a revaluation adjustment of
€409.6 million in respect of ANF Immobilier’s assets.
This adjustment was also recognized in equity. The exit tax of 16.50%
was levied on this amount, corresponding to €68.8 million.
The revaluation was allocated to land and structure components.
The revaluated building is amortized over 75 years.
The change in the value of a property over a given period of time
is equal to the difference between the fair value of property held
by the Company at the end of the period considered and the net
carrying value.
If the appraised value excluding transfer taxes is notably less than
the net carrying value, a temporary impairment is recognized when
the diminution is deemed lasting and significant on a case by case
analysis.
No impairment was recognized at the balance sheet date.
Equity holdings
At December 31, 2011, ANF Immobilier held:
Contents
• 99% of SNC Bassins à Flots; this company is developing an office
building in Bordeaux;
II
• 45% of the SCCV 1-3 rue d’Hozier, a company created to develop
the Fauchier residential project.
At December 31, 2011, ANF Immobilier prepared consolidated
financial statements in accordance with IFRS integrating the
companies ANF République and Bassins à Flots using the
proportional consolidation method and SCCV 1-3 rue d’Hozier using
the equity method.
III
Trade receivables
Trade receivables from tenants correspond mainly to rents due.
However, for certain leases whose rents and expenses are invoiced
twice yearly or quarterly in advance, the income after December 31,
2011, was recognized in prepaid income.
Front-end fees on commercial leases are recognized over the firm
duration of the lease, i.e. generally three years.
IV
The Company individually reviews receivables at each closing,
estimates the risk of possible non-collection and establishes a
provision to cover this risk.
Consolidating Company
ANF Immobilier was 51.6% controlled by Eurazeo at December 31,
2011. Accordingly, ANF Immobilier was fully consolidated in the
consolidated financial statements of the Eurazeo Group at that date.
V
• 100% of the company ANF République Sarl, established in
November 2008. ANF République Sarl engages in furnished
rentals;
VI
VII
VIII
IX
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Contents
II
Additional Information
Note 1
Non-current assets
Intangible assets and property, plant and equipment
III
(€ thousands)
Gross amounts
Amount as of
12/31/2010
Increase
Commissioning
and other
Decrease
movements
Amount as of
12/31/2011
23,867
(15)
0
(10,454)
13,398
Land
372,724
0
(10,413)
1,768
364,079
Buildings & fittings
799,782
12
(27,866)
49,773
821,702
879
0
(67)
21
833
81,061
70,655
(337)
(41,109)
110,269
1,278,313
70,652
(38,684)
0
1,310,281
Amount as of
12/31/2010
Increase
Decrease
Other
movements
Amount as of
12/31/2011
684
194
0
0
879
0
0
0
0
0
140,154
35,357
(6,416)
(178)
168,918
626
83
(41)
0
669
141,464
35,635
(6,457)
(177)
170,466
Other
in progress
TOTAL
(€ thousands)
Land
Buildings, fixtures & fittings
Other
TOTAL
Intangible assets include software, brands, and patents owned
by the Company plus costs incurred as part of the taking on of
real estate finance leases when acquiring the B&B hotels in 2007.
ANF Immobilier exercised the purchase option on four real estate
finance leases, thus wholly acquiring these properties; this resulted in
intangible assets and an increase in property, plant, and equipment.
Property, plant and equipment includes land and buildings at their
reappraised value following the transition to the SIIC regime, fixtures
and fittings, and furniture, office and computer equipment.
IV
V
VI
Thus the Company’s investments during 2010 were essentially
focused on construction and renovation work. Thus, €42.6 million
were invested in Marseille and €25 million in Lyon. In addition,
€3 million were invested in B&B property assets, primarily pursuant
to the exercise of an option on a real estate finance lease.
Assets in progress include uncompleted developments and
refurbishments at December 31, 2011. These are measured using
the percentage of completion method.
VII
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II
The real estate assets break down by component (land and buildings, fixtures and fittings) as follows:
Commissioning
and other
Decrease
movements
Amount as of
12/31/2010
Increase
Land
372,724
0
(10,413)
1,768
364,079
Structures
357,889
12
(15,671)
15,133
357,363
(€ thousands)
Gross amounts by component
Amount as of
12/31/2011
Façades and waterproofing
103,408
0
(2,687)
12,309
113,029
Fittings
136,095
0
(4,801)
6,906
138,200
Diagnostics
1,710
0
(57)
394
2,047
200,681
0
(4,650)
15,032
211,063
1,172,507
12
(38,279)
51,541
1,185,781
Amount as of
12/31/2010
Increase
Decrease
Other
movements
Amount as of
12/31/2011
Structures
26,651
6,968
(1,055)
(41)
32,522
Façades and waterproofing
14,684
5,560
(353)
1
19,892
Fittings
61,728
10,861
(3,732)
67
68,924
913
233
(15)
0
1,132
36,178
11,735
(1,260)
(204)
46,448
140,154
35,357
(6,416)
(178)
168,918
General miscellaneous plant
TOTAL
(€ thousands)
Amortizations by component
Diagnostics
General miscellaneous plant
TOTAL
The Company’s real estate assets were appraised by Jones Lang
LaSalle and BNP Paribas Real Estate Expertise as of December 31,
2011, except for two properties acquired at year end in Lyon
and Bordeaux for a sum of €13 million. The property value was
established at €1650 million, distributed as follows:
• Lyon real estate assets:
€459 million;
• Marseille real estate assets:
€673 million;
• Bordeaux real estate assets:
• Hotel properties:
€5 million;
€513 million.
This appraisal was carried out using a number of different approaches:
• the rental income capitalization method for the Lyon and Marseille
Haussmann-era properties;
• the comparison method for the Lyon and Marseille Haussmannstyle properties;
• the developer balance sheet method for land;
• the income method for hotel properties.
Rental income capitalization method
The appraisers used two different methodologies to capitalize rental
income:
1) Current rental income is capitalized up to the end of the existing
lease. The capitalized current rent to expiry or revision is added to
III
IV
V
the capitalized renewal rent to perpetuity. The latter is discounted
to the appraisal date on the basis of the date of commencement
of capitalization to perpetuity. An average ratio was used between
“vacancies” and “renewals” on the basis of historic tenant
changes.
Recognition of market rent may be deferred for a variable vacancy
period for any rent-free period, renovation work or marketing
period, etc. following the departure of the sitting tenant.
VI
2) For each premises appraised, a rental ratio is calculated,
expressed in € per square meter per annum, making it possible
to calculate the annual market rent (ratio x weighted floor space).
An “imputed rent” is estimated and used for the purposes of
calculating the income method (capitalized rent). It is determined on
the basis of the nature and occupancy level of the premises, and
is capitalized at a yield approaching market levels, though where
appropriate this includes upward potential.
VII
The low yields in question include upward rental potential either where
a sitting tenant leaves or where rent caps are lifted due to changes
in local marketability factors.
Different yields have been applied by use and also between current
rental income and rent on renewal. Appraisals also take account of
expenditure required to maintain real estate properties (renovation
of façades, stairwells, etc.).
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II
Change in the yields used in appraisals is given below:
Yield
12/31/2010
12/31/2011
Retail
5.10% to 6.00%
5.00% to 5.75%
Offices
6.25% to 6.75%
6.00% to 6.75%
4.25% to 4.65%
4.00% to 4.30%
Retail
5.5% to 7.35%
5.50% to 7.45%
Offices
6.25% to 7.25%
6.25% to 7.50%
4.25% to 5.15%
4.15% to 4.75%
Lyon
III
Marseille
Comparison method
In the case of residential premises, an average price per square meter
vacant and excluding transfer taxes is ascribed to each premises
appraised, based on examples of market transactions for similar
assets.
In the first instance, the appraiser looks at the project from a
development perspective.
For commercial property, and in particular retail premises (where rent
caps cannot be lifted), the ratio of the average price per square meter
is closely linked to rental terms.
Income method for hotel properties
With regard to the Haussmann-style properties, a value after work,
a value after work on private areas, a value after work on common
areas and a current condition value are presented for each of the
two methods for each premises appraised.
The result is a freehold market value for the asset including “transfer
taxes” (i.e. total cost of the property including all fees).
The value applied for each premises in its current condition is
the average of the two methods, unless the appraiser indicates
otherwise. The final value excluding transfer taxes is converted into
a value including transfer taxes (by applying transfer taxes at 6.20%
for old buildings and 1.80% for new buildings), giving the effective
yield for each premises (ratio between actual gross income and the
value including transfer taxes).
Developer balance sheet method for
redevelopment land
For land available for construction, the appraiser distinguishes
between land with planning approval and/or an identified and likely
project, and land for which there is no clearly defined project with
advanced plans.
IV
For ordinary land reserves, the approach is based on the value per
square meter of land available for construction having regard to
market prices.
For each asset, net rent is capitalized on the basis of a weighted yield
specific to each hotel based on its characteristics.
V
Capitalization rates range from 5.65% to 6.87% and were determined
on the basis of:
• the nature of the property rights to be assessed, and the asset’s
profile;
• the investment climate, particularly for this asset class;
VI
• specific characteristics of each asset via a capitalization rate that
reflects its characteristics in terms of location, site and quality.
Sensitivity analysis
The market value of the real estate assets was calculated by varying
yields by 0.1%.
VII
The sensitivity of the market value of the real estate assets assessed using the income method is as follows:
Change in yield
-0.20%
-0.10%
0.10%
0.20%
Haussmann-style properties
4.96%
2.40%
-2.41%
-4.68%
B&B Hotels
3.15%
1.56%
-1.49%
-3.00%
Impact on value
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II
Non-current financial assets
(€ thousands)
Gross amounts
Amount as of
12/31/2010
Subsidiaries and investments
Increase
Decrease
Reclassification
Amount as of
12/31/2011
1,341
144
(1,330)
0
154
Treasury shares, liquidity contract
0
298
0
0
298
Loans and receivables due from
associates and non-consolidated
companies
0
5,924
0
0
5,924
122
15
(4)
0
133
16
0
0
0
16
1,479
6,381
(1,334)
0
6,526
Loans
Deposits & securities
TOTAL
During the fiscal year the company SGIL, whose shares were
recognized at a value of €1.3 million, was liquidated; the liquidation
dividend was €0.3 million.
In 2005, a liquidity contract was arranged for ANF Immobilier stock.
This contract has been managed by Rothschild since 2008.
III
IV
SNC Bassins à Flots was acquired in December 2011; its shares
are valued at €0.1 million; a current advance was granted for a sum
of €5.9 million.
Note 2
V
Amount as of
12/31/2011
Less than
one year
From one
to five years
More than
five years
6,073
5,948
7
119
Advance payments on orders
2,552
2,552
0
0
Trade receivables
3,205
3,205
0
0
Other receivables
2,653
2,653
0
0
14,484
14,358
7
119
(€ thousands)
Other non-current financial assets
TOTAL
Note 3
VII
Accrued income
(€ thousands)
VI
Amount as of
12/31/2011
Receivables
VIII
Trade receivables
302
Other receivables
6
137
TOTAL
445
IX
150
II
4
Note 4
Contents
II
Asset depreciation
(€ thousands)
Provisions/depreciation
Amount as of
12/31/2010
Increase
Decrease
Other
movements
Amount as of
12/31/2011
Non-current assets
Subsidiaries and investments
0
Treasury shares, liquidity contract
0
Deposits & securities
7
0
1
III
1
7
Current assets
Trade receivables
TOTAL
1,720
828
647
1,605
2,374
2,434
(726)
1,823
2,252
(726)
0
4,083
IV
A €2,252,000 depreciation was recorded following the change in the market value of treasury shares.
Note 5
Investment securities include 315,992 treasury shares purchased
at an average price of €33.85, representing a total of €10,696,000.
As of December 31, 2011, the average stock price over the final
trading month was €27.57. Treasury shares were acquired to cover
the stock options plan; one of these plans carries an exercise price
of €24.86, lower than the latest market price.
The unrealized loss compared to the market price, to the extent
it is lower than the exercise price of the stock option plans, was
provisioned for €2,252,000 as of December 31, 2011.
V
The other components of investment securities are money market
funds (€445,000) and certificates of deposit (€35,500,000) invested
with top-line banks. The certificates of deposit mature in less than
three months or can be redeemed early without penalty.
VI
Note 6
Prepaid expenses include subscriptions, fees and other expenses relating to future periods.
Note 7
VII
Share capital
260,575 warrants were exercised during the fiscal year, resulting in
the creation of 321,016 new shares.
Under Article 6 of the Articles of Association, the share capital is set
at twenty-seven million seven hundred and seventy four thousand
seven hundred and ninety-four euros (27,774,794). It is divided into
twenty seven million seven hundred and seventy four thousand seven
hundred and ninety-four (27,774,794) shares with a par value of one
euro each, fully paid up and all of the same class.
VIII
IX
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Note 8
Contents
II
Change in shareholders’ equity
The change in shareholder’s equity over the period is shown below:
(€ thousands)
Share
capital
Other
paid-in
capital
Legal
reserve
Regulated
reserves
Other
reserves
Retained
earnings
Net
income
Investment
grants
Total
Brought forward
27,454
321,863
2,738
301,555
0
41
16,716
2,532
672,897
Capital increase
321
8,782
0
0
0
0
(7,570)
8
(18,089)
245
Allocation of income
9,103
(16,716)
(42,123)
Grants
(248)
Net income
for the year
24,145
TOTAL
27,775
323,075
2,745
283,466
0
286
III
(248)
24,145
24,145
2,284
663,775
IV
As of December 31, 2011, the Company held 315,992 treasury shares.
Note 9
V
(€ thousands)
Amount as of
12/31/2010
Provision for tax
Increase
Decrease
Amount as of
12/31/2011
0
0
Provision for long-service awards
12
12
Provision for pensions
45
45
Other contingency provisions
208
228
(106)
330
TOTAL
266
228
(106)
388
Reversals of provisions are for provisions used or that no longer
serve any purpose.
The most significant ongoing disputes are as follows:
1) Chief Operating Officer and Real Estate Director:
Legal action is currently underway following the removal and
dismissal in April 2006 of ANF’s Chief Operating Officer and Real
Estate Director:
• the dismissed employees have filed claims with the Paris
Employment Tribunal for €3.4 million in the case of the former
Chief Operating Officer and €1.0 million in the case of the former
Real Estate Director;
• similarly, a commercial suit has been lodged against ANF Immobilier
with the Paris Commercial Court by the former Chief Operating
Officer as a former Company officer;
• a suit has also been lodged with the same court by a former
supplier.
VI
Prior to the bringing of these employment and commercial suits,
ANF Immobilier had, in connection with criminal proceedings, brought
a civil action for damages before an investigating magistrate in
Marseille regarding alleged acts committed by the aforementioned
former supplier, and by its two former officers and other parties.
A criminal investigation is underway and letters rogatory have
been provided to the Marseille Criminal Investigation Bureau.
ANF Immobilier’s former Chief Operating Officer and Real Estate
Director have been charged and placed under judicial supervision.
Likewise for the former supplier, who was held on remand for a
number of months.
The Examining Chamber of the Aix en Provence Appeal Court
handed down a ruling on March 4, 2009 confirming the charges laid
against ANF‘s former Chief Operating Officer and hence the existence
of serious and corroborating evidence against him with regard to the
claimed misuse of corporate assets to the detriment of ANF.
VII
VIII
On account of the close link between the criminal and labor aspects
of this case, the Paris Employment Tribunal upheld the application
for a stay of proceedings.
IX
152
II
4
2) TPH – Toti proceedings:
Representing Eurazeo, ANF entered into an agreement with Philippe
Toti, a private entrepreneur (TPH), with regard to the renovation of
part of its real estate assets in Marseille.
At the same time as filing criminal proceedings with a Marseille
investigating magistrate, directed in particular against the former
supplier for receiving stolen goods and aiding and abetting,
ANF established that the latter was not employing the material and
human resources required to meet its contractual obligations.
At ANF’s request, a bailiff confirmed that work has been abandoned.
On June 19, 2006, following the bailiff’s confirmation, ANF cancelled
the works contracts entered into with the former supplier.
The liquidator of the former supplier and the former supplier also
issued a writ against ANF before the Paris Commercial Court on
February 16, 2007.
Contents
II
Court), on the basis of the civil suit for damages brought by ANF for
misuse of corporate assets and receiving stolen goods.
In a decision handed down on November 26, 2009, the President of
the Paris Commercial Court granted the stay of proceedings pending
a decision in the criminal case.
Accordingly, the Paris Commercial Court shall not be called upon to
examine the admissibility and grounds for the claim lodged by Mr. Toti
and the liquidator of TPH until the final criminal decision has been
handed down on the events surrounding ANF’s suit.
III
No provision has been recorded in the Company’s financial
statements for these disputes.
government, court or arbitration proceedings pending or threatened
that might have or over the past six months have had a material effect
on the Company’s financial position or profitability.
IV
ANF sought a stay of proceedings or the adjournment of the case
pending a final decision on the criminal proceedings (Marseille District
Note 10
Less than
one year
From one
to five years
More than
five years
516,483
922
509,142
6,419
4,124
4,124
313
313
7,681
7,681
Trade payables
3,081
3,081
2,555
2,555
365
365
534,602
19,041
(€ thousands)
Amount as of
12/31/2011
V
Financial liabilities
Operating liabilities
Advance tenant payments
Other payables
TOTAL
VI
509,142
6,419
VII
VIII
IX
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4
Note 11
Contents
II
Accrued expenses
Amount as of
12/31/2011
(€ thousands)
333
0
Advance payments received on open orders
0
Trade payables
3,060
1,609
8,149
Other debts
III
256
TOTAL
13,408
IV
Note 12
Prepaid income includes €325,000 in rental payments and expenses invoiced in advance.
V
Note 13
Commitments received
The current off-balance sheet commitments received by ANF can be summarized as follows:
Commitments received (€ thousands)
Guarantees and deposits received
Other commitments received
TOTAL
12/31/2011
12/31/2010
6,564
2,753
172,164
99,542
178,728
102,295
VI
VII
• ANF Immobilier arranged a number of credit facilities, in respect of which the unused credit lines amount to €164 million;
• the B&B Hotels Group has provided ANF Immobilier with a joint and several guarantees covering the payment of rents.
Commitments given
Current off-balance sheet commitments given by ANF Immobilier can be summarized as follows:
Commitments given (€ thousands)
Pledges, mortgages and collateral
Guarantees and deposits given
12/31/2011
12/31/2010
261,568
263,132
48,942
0
Finance leases
2,960
6,398
Agreements to sell
6,147
0
Other commitments given
6,267
9,007
325,884
278,537
TOTAL
VIII
IX
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II
4
• the following guarantees have been given in return for the
€250 million seven-year loan from a bank syndicate led by Crédit
Agricole CIB:
• a pledge over bank current accounts,
• “Daily” sale of building insurance premiums;
• the following guarantees have been given by ANF Immobilier in
return for the €213 million seven-year loan and the establishment
of a €75 million credit facility from a bank syndicate led by Natixis:
• mortgage securities on the buildings financed (lender’s lien and
mortgage charges),
Contents
II
In 2007, as part of the acquisition of the B&B hotel properties,
ANF Immobilier acquired nine real estate finance leases. In 2009
and in 2011, seven of these leases expired and we exercised our
purchase option. The appraised value of the two properties that
ANF Immobilier has finance leased is €20.4 million.
Bank guarantees were furnished in the amount of €22 million to
secure the payment of the acquisition price for the Milky Way property
in Lyon and to secure the payments due on the works contract
on block 34 in Marseille. ANF Immobilier furnished a joint and
several guarantee for its subsidiary SNC Bassins à Flotsfor a sum of
€26.9 million for the payments due on the real estate development
agreement for the construction of a building in Bordeaux.
III
• Daily sale of receivables relating to any ANF Immobilier income
from the properties (particularly rents, insurance compensation
for “loss of rent”, hedging contract, rights to property
conveyance deeds).
IV
Note 14
Covenants
With respect to loans and credit lines, ANF has made certain
undertakings including that of compliance with the following Financial
Ratios:
“Interest Cover Ratio” denotes the ratio of Gross Operating Income
to Net Financial Expense for an Interest Period.
V
Loan to Value Ratio
Interest Cover Ratio
The Interest Cover Ratio must be two (2) or above from the first Test
Date, and for as long as sums remain due under the Agreement.
The Interest Cover Ratio is calculated quarterly at each Test Date,
(i) for Interest Cover Ratios at December 31 each year, on the basis
of the certified annual financial statements (consolidated, if the
(ii) for Interest Cover Ratios at June 30 each year, on the basis of the
Borrower’s unaudited interim financial statements (consolidated, if the
and, (iii) for Interest Cover Ratios at March 31 and September 30
each year, on the basis of a provisional quarterly accounting close.
ICR (EBITDA/net financial expenses)
LTV ratio (net financial debt/appraisal value of property)
The Loan to Value Ratio must be 50% (fifty percent) or lower from
the first Test Date, and for as long as sums remain due under the
Agreement.
The Loan to Value Ratio is calculated every six months on each
Test Date, on the basis of the certified consolidated annual financial
statements or unaudited interim financial statements.
VI
“Loan to Value Ratio” denotes the ratio of Net Debt to the Appraisal
Value of Real Estate Assets.
For the loan provided by Crédit Agricole CIB, this ratio is also
calculated on the Haussmann-era properties, excluding the B&B
hotel properties.
Reference
standard
Test frequency
Ratios at
12/31/2011
Ratios at
12/31/2010
minimum 2
quarterly
3.9
3.2
maximum 50%
half-year
29.2%
29.2%
VII
ANF Immobilier is in compliance with all of the undertakings agreed to with respect to its loan agreements.
VIII
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Note 15
Contents
II
Interest rate risk
ANF Immobilier is exposed to interest rate risk. Management actively
manages this risk exposure. The Group uses a number of financial
derivatives to address this. The goal is to reduce, wherever deemed
appropriate, fluctuations in cash flows resulting from changes in
interest rates. The Group does not enter into financial transactions if
it entails a risk that cannot be quantified.
ANF Immobilier has undertaken to comply with the following minimum risk-free-rate hedging commitments:
• Crédit Agricole CIB:
III
• Natixis:
• Société Générale:
100% of the debt hedged at fixed rates.
To this end, ANF Immobilier has arranged 31 interest rate hedging contracts to swap three-month or one-month Euribor variable rates for fixed
rates. The table below details these contracts:
IV
Effective
date
Expiration
date
Fixed
rate paid
Nominal
Fair value assets
12/31/2011
Fair value liabilities
12/31/2011
(€ thousands)
Jul-24-06
Jul-24-12
3.9450%
Dec-15-06
Dec-15-12
3.9800%
3-month Euribor swap/3.945%
22,000
0
(338)
28,000
0
Oct-31-07
Dec-31-14
(781)
4.4625%
65,000
0
(6,456)
Apr-11-08
Mar-31-15
4.2775%
11,000
0
(1,097)
Aug-20-07
Jun-30-14
4.4550%
18,000
0
(1,506)
Sep-28-07
Dec-31-14
4.5450%
65,000
0
(6,640)
Oct-31-07
Dec-30-14
4.3490%
14,000
0
(1,342)
Jun-16-08
Dec-31-14
4.8350%
6,700
0
(741)
Aug-4-08
Jun-30-14
4.7200%
10,000
0
(903)
Aug-11-08
Jun-30-14
4.5100%
28,000
0
(2,383)
Aug-11-08
Jun-30-14
4.5100%
10,000
0
(851)
Oct-8-08
Jun-30-14
4.2000%
9,500
0
(737)
Oct-10-08
Jun-30-14
4.1000%
12,800
0
(960)
Nov-14-08
Jun-30-14
3.6000%
5,700
0
(355)
(332)
Dec-24-08
Jun-30-14
3.1900%
6,350
0
Jul-1-08
Dec-31-14
4.8075%
2,300
0
(253)
Aug-11-08
Dec-30-14
4.5090%
28,000
0
(2,820)
Aug-11-08
Dec-30-14
4.5040%
10,167
0
(1,022)
Oct-6-08
Dec-31-14
4.3500%
5,046
0
(486)
Dec-23-08
Dec-31-14
3.2500%
5,821
0
(369)
Feb-6-09
Dec-31-14
2.9700%
3,300
0
(180)
Mar-13-09
Jun-30-14
2.6800%
11,700
0
(462)
Jun-26-09
Dec-31-14
2.8800%
11,435
0
(598)
Jan-4-10
Jun-30-14
2.3580%
23,900
0
(755)
Jan-4-10
Dec-31-14
2.4750%
19,861
0
(798)
Jan-3-11
Jun-30-14
2.5000%
64,000
0
(2,251)
Dec-17-2
Jun-30-14
3.1590%
50,000
0
(1,570)
Jun-30-14
Jun-30-17
2.6030%
40,000
0
(642)
Jun-30-14
Jun-30-16
2.4050%
40,000
0
(436)
Jun-30-14
Jun-30-16
2.2400%
20,000
0
(154)
Jun-30-14
Jun-30-18
2.5400%
20,000
0
(232)
667,579
0
(38,450)
TOTAL DERIVATIVES ELIGIBLE FOR HEDGE ACCOUNTING
V
VI
VII
VIII
IX
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4
Note 16
Contents
II
Headcount
As of December 31, 2011, the headcount of ANF Immobilier was as follows:
Headcount as of December 31, 2011
Male
Female
Total
Executives
19
10
29
Employees
7
16
23
26
26
52
TOTAL
Note 17
III
Compensation of Executive Directors
IV
At its May 4, 2005 meeting, the Supervisory Board decided not to compensate the members of the Executive Board for their offices. However,
they continue to receive compensation under their employment contracts.
The compensation paid in respect of fiscal years 2010 and 2011 was as follows:
(€)
12/31/2011
12/31/2010
Bruno Keller(1)
V
Fixed Compensation
Benefits in kind
Fixed Compensation
247,200
240,000
136,860
104,959
4,002
3,664
154,500
150,000
82,613
40,121
1,107
0
Benefits in kind
VI
Ghislaine Seguin
Fixed Compensation
Benefits in kind
(1) Bruno Keller, Chairman of the Executive Board, is only compensated by Eurazeo.
VII
VIII
IX
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Note 18
Contents
II
Share-based payment
a) Warrants
b) Stock option plans
At its July 24, 2006 meeting, the Executive Board, pursuant to
the powers granted to it in resolution eight of the Ordinary and
Extraordinary Shareholders’ Meeting of May 12, 2006, acting on
the basis of the prior authorization granted to it by the Supervisory
Board at its June 22, 2006 meeting, decided to issue warrants at
a unit price of €3.50 to members of the Executive Board as well as
qualifying staff members, as defined by the resolution.
Acting pursuant to the authorizations conferred by the shareholders
at the Shareholders’ Meeting, the Executive Board awarded stock
options to members of the Executive Board as well as qualifying
personnel, as defined by the resolutions of the Shareholders’ Meeting.
At the close of the subscription period, between July 26, 2006 and
August 10, 2006, 262,886 warrants had been subscribed to by
12 beneficiaries for a total amount of €920,101.
During the fiscal year, 260,575 warrants were exercised, resulting
in the creation of 321,016 new shares. With the exercise period
expiring on November 10, 2011, there are no remaining warrants
to be exercised.
The terms of the stock option plans granted during recent fiscal
years, amended by the adjustments, are as follows:
IV
Terms of the stock option plans
2007 plan
2008 plan
2009 plan
2010 plan
2011 plan
05/04/2005
05/14/2008
05/14/2008
05/14/2008
05/17/2011
12/17/2007
12/19/2008
12/14/2009
12/15/2010
12/22/2011
124,352
147,582
175,553
171,437
168,872
98,111
116,217
145,078
137,597
135,542
• Corporate officers
• Of which are top ten employee recipients
26,241
30,789
28,257
30,450
30,840
124,352
147,582
175,553
171,437
168,872
• Corporate officers
98,111
116,217
145,078
137,597
135,542
• Of which are top ten employee recipients
26,241
30,789
28,257
30,450
30,840
12/17/2017
12/19/2018
12/14/2019
12/15/2020
12/22/2021
38.05
24.86
28.86
30.34
27.54
Number of shares that may be purchased
Expiration Date
Purchase price per share
Final vesting of options in phases:
1st third after a period of two years, i.e.,
12/17/2009
12/19/2010
12/14/2011
12/15/2012
12/22/2013
2nd third after a period of three years, i.e.,
12/17/2010
12/19/2011
12/14/2012
12/15/2013
12/22/2014
3rd third after a period of four years, i.e.,
12/17/2011
12/19/2012
12/14/2013
12/15/2014
12/22/2015
No
Yes
Yes
Yes
Yes
Total number of shares purchased
as of Saturday, December 31, 2011
0
0
0
0
0
Total number of options cancelled
as of Saturday, December 31, 2011
0
0
0
0
0
124,352
147,582
175,553
171,437
168,872
Exercise subject to future performance
Total number of options remaining
to be exercised
V
VI
Terms of exercise
III
In order to factor in the distribution of reserves that took place
pursuant to the second resolution of the Ordinary and Extraordinary
Shareholders’ Meeting of May 17, 2011, the Executive Board at its
October 17, 2011 meeting adjusted the exercise terms of the 2007
to 2010 stock option plans.
VII
VIII
IX
158
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4
Contents
II
Accordingly, on the basis of the above adjustments, the number of options allocated to each beneficiary is as follows:
2007 Stock
Options Plan
2008 Stock
Options Plan
2009 Stock
Options Plan
2010 Stock
Options Plan
2011 Stock
Options Plan
Bruno Keller
65,502
71,403
88,595
86,561
85,269
29,360
35,302
42,638
41,731
41,107
3,249
4,007
4,431
-
-
5,505
9,414
9,305
9,166
Corporate officers
98,111
116,217
145,078
137,597
135,542
Staff
26,241
31,365
30,475
33,840
33,330
124,352
147,582
175,553
171,437
168,872
Brigitte Perinetti
Ghislaine Seguin
TOTAL
Note 19
IV
Subsidiaries and shareholdings
% of
holding
Value of shares
(€ thousands)
SNC des Bassins à Flots
ANF République
SCCV 1-3 rue d’Hozier
TOTAL
Note 20
III
Share capital
Shareholders’
equity
Net
income net
Revenues
144
99.0%
0
9
(1)
0
10
100.0%
10
(16)
(26)
101
0
45.0%
1
688
1,178
16,643
11
681
1,151
16,744
154
V
Associates
VI
(€ thousands)
SNC des Bassins à Flots
ANF République
SCCV 1-3 rue d’Hozier
TOTAL
Non-current
financial assets
Other
receivables
Trade
payables
Other
debts
Financial
income
External
purchases and
expenses
Financial
expenses
6,069
0
0
0
1
0
0
10
423
0
0
0
0
0
0
714
0
0
309
0
0
6,079
1,137
0
0
310
0
0
VII
VIII
IX
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I
4
Note 21
Contents
II
Revenues
Breakdown of rents
12/31/2011
12/31/2010
Lyon
27,162
20,207
Marseille
23,252
16,192
Total Haussmann-style assets
50,414
36,399
B&B Hotels
33,095
32,735
83,509
69,134
(€ thousands)
TOTAL RENTS
III
IV
Note 22
Extraordinary items
(€ thousands)
Gains on property disposals
Depreciation, amortization & provisions
Other extraordinary income and expenses
TOTAL EXTRAORDINARY INCOME
12/31/2011
12/31/2010
9,559
10,184
(528)
(984)
471
283
9,502
9,483
V
VI
VII
VIII
IX
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II
4
Note 23
Contents
II
Cash flow statement
(€ thousands)
12/31/2011
12/31/2010
42,123
34,598
0
0
70,652
67,409
Uses
Dividends paid
Revaluation of property, plant and equipment
Investment in property, plant and equipment and intangible assets
Investment in non-current financial assets
6,381
14
Repayment of borrowings
5,194
1,060
17,456
7,946
141,805
111,027
Increase in liquid assets and investment securities
TOTAL USES OF FUNDS
III
IV
Sources
Increase in shareholders’ equity
9,103
0
Cash flow
51,498
39,857
Proceeds from disposal of property, plant and equipment and intangible assets
41,499
33,472
Disposal or reduction of non-current financial assets
Increase in debt
Investment grants received
Change in surplus working capital
TOTAL SOURCES OF FUNDS
1,702
907
39,927
37,888
48
805
(1,972)
(1,901)
141,805
111,027
V
VI
VII
VIII
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I
Statutory Auditors’ report on the Company annual financial statements
4
Contents
Statutory Auditors’ report on the Company
annual financial statements
II
ANF Immobilier
III
32 rue de Monceau, 75008 Paris
Dear shareholders,
In carrying out the responsibilities entrusted to us by your Shareholders’ Meeting, we hereby present our report on the fiscal year ended
December 31, 2011 on:
• the audit of the accompanying ANF Immobilier annual financial statements;
• the basis for our assessment;
IV
• the specific checks and disclosures required by law.
The separate financial statements were approved by the Executive Board. It is our duty to express an opinion on these financial statements
on the basis of our audit.
I - Opinion on the Company annual financial statements
V
We carried out our audit on the basis of professional standards applicable in France. These standards require us to carry out the audit in such
a manner as to obtain reasonable assurance that the annual financial statements do not contain any material misstatements. An audit consists
of checking, by sampling or other means of selection, the items underlying the amounts and information in the annual financial statements. It
also consists of assessing the accounting policies applied, the material estimates used and the overall presentation of the financial statements.
We consider that the audit evidence we obtained provides a sufficient and appropriate basis for our opinion.
We certify that the annual financial statements are, with respect to French GAAP, reasonable and accurate and that they give a true and fair
view of the operating performance during the past fiscal year, as well as of the financial position and assets and liabilities of the Company at
the end of said year.
VI
In accordance with Article L. 823-9 of the French Commercial Code on the basis for our assessment, we would draw attention to the following
matter:
VII
• The real estate assets were appraised by two independent real estate appraisers at the closing date in the manner described in Note 1
“Non-current assets” to the financial statements. It is also indicated in the Section “Accounting policies and methods – Changes in fair value
of property” that when appropriate the Company may need to recognize an impairment provision for its real estate assets when the appraisal
value excluding transfer taxes is lastingly and materially lower than the net carrying amount. Our work consisted of reviewing the information
and assumptions used as well as the resulting valuations and to verify the proper application of this accounting treatment.
These assessments form part of our audit of the annual financial statements, as a whole, and thereby contributed to forming our opinion, as
expressed in the first part of this report.
VIII
IX
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II
Statutory Auditors’ report on the Company annual financial statements
4
Contents
II
III - Specific checks and disclosures
In accordance with professional standards applicable in France, we also carried out the specific checks provided for by law.
We have no qualifications regarding the fairness and consistency with the annual financial statements of the information in the management
report of the Executive Board and in the documents provided to shareholders on the financial position and the annual financial statements.
In accordance with the information provided in Article L. 225-102-1 of the French Commercial Code relating to compensation and benefits
paid to corporate officers as well as the commitments granted in their favor, we have verified their consistency with the financial statements or
the data used in the preparation of these financial statements and if necessary, with information gathered by your company from companies
controlled by your Company or controlled by it. On the basis of this work, we certify the accuracy and fairness of these disclosures.
III
In accordance with French law, we have ensured that the required information concerning the purchase of investments and controlling interests
and the names of the principal shareholders has been properly disclosed in the management report.
IV
Neuilly-sur-Seine and Courbevoie, April 6, 2012
Mazars
Rémi Didier
Guillaume Potel
V
VI
VII
VIII
IX
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Contents
II
III
IV
V
VI
VII
VIII
IX
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Contents
ANF IMMOBILIER
AND ITS SHAREHOLDERS
1. INFORMATION PERTAINING
TO CAPITAL
2. GROUP SHAREHOLDING
STRUCTURE
166
166
2.1 The Company’s main shareholders
166
2.2 Changes in capital
168
6. SHAREHOLDER AGREEMENTS
II
6.1 Agreements declared to the AMF
173
6.2 Agreements signed by ANF Immobilier
173
6.3 Provisions restricting change of ownership
of the Company
174
2.3 Voting rights of the main shareholders
168
7. TRANSACTIONS RELATED TO
THE COMPANY’S SHARES
2.4 Company ownership
169
7.1
Description of the 2011 buyback program
174
7.2
Share buybacks carried out
by ANF Immobilier during the 2011 fiscal
year and until February 29, 2012
175
7.3
Share sales carried out by ANF Immobilier
during the 2011 fiscal year and until
February 29, 2012
175
7.4
Terms of share buybacks
176
7.5
Cancellation of shares by ANF Immobilier
176
7.6
Potential reallocations
176
7.7
Description of the 2012 buyback program
which shall be submitted to the Ordinary
and Extraordinary Shareholders’ Meeting
on May 3, 2012 pursuant to Articles 241-2
and 241-3 of the Financial Markets Authority
General Regulations
176
3. DIVIDENDS PAID OVER
THE PAST THREE FISCAL YEARS
169
3.1 The Company’s policy on dividend distribution 169
3.2 Dividends paid over the past three fiscal years 169
4. EXCERPTS FROM THE ARTICLES
OF ASSOCIATION REGARDING
THE CAPITAL AND
THE SHAREHOLDING STRUCTURE
170
Form of shares
170
Share capital ownership information
170
Changes to shareholders’ rights
170
Changes to the share capital
171
Transfer and sale of shares
171
Rights related to each share
171
Distribution of profits and payment of dividends
171
Shareholders’ Meeting – notices – meetings
172
8. ELEMENTS LIKELY TO HAVE
AN IMPACT IN THE EVENT
OF A TAKEOVER BID
III
173
IV
174
V
VI
177
VII
5. SHARE CAPITAL
172
5.1 Number of shares
172
5.2 Shares giving access to the capital
172
5.3 Shares not representing capital
173
5.4 Purchase by the Company of its own shares
173
5.5 Share capital authorized but not issued
173
5.6 Information regarding the Company’s capital
on which there is an option or an agreement
providing for options to be issued
173
VIII
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Information pertaining to capital
4
Contents
1. Information pertaining to capital
II
As of December 31, 2011, ANF Immobilier’s share capital was €27,453,778 divided into 27,774,794 fully paid-up shares, all of the same class,
with a par value of €1 each.
III
2. Group shareholding structure
2.1 The Company’s main shareholders
IV
To the best of the Company’s knowledge, the breakdown of share capital ownership as of December 31, 2011, December 31, 2010 and
December 31, 2009, was as follows:
2011
Voting rights
Eurazeo*
Generali
Taube Hodson Stonex
CNP Assurances
Caisse d’Epargne Provence Alpes Corse
Shares
Number
%
Number
%
14,910,230**
51.99%
14,336,903
51.62%
1,309,962
4.57%
1,309,962
4.72%
705,588
2.46%
705,588
2.54%
1,235,076
4.31%
1,235,076
4.45%
827,418
2.88%
827,418
2.98%
Shy LLC
744,447
2.60%
744,447
2.68%
Cardif
586,435
2.04%
586,435
2.11%
BPCE
1,103,592
3.85%
551,796
1.99%
-
0.00%
326,661
1.18%
7,257,506
25.30%
7,150,508
25.73%
28,680,254
100%
27,774,794
100%
Treasury shares
Other
TOTAL
* Through the company Immobilière Bingen, which is 99.9%-owned by Eurazeo.
** 13,763,576 shares held by the company Immobilière Bingen are deprived from their double voting rights.
V
VI
VII
VIII
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I
Group shareholding structure
4
Contents
II
2010
Voting rights
Shares
Number
%
Number
%
Eurazeo*
16,209,040
59.19%
16,208,228
59.04%
Generali
1,309,962
4.78%
1,309,962
4.77%
705,588
2.58%
705,588
2.57%
Taube Hodson Stonex
CNP Assurances
1,235,076
4.51%
1,235,076
4.50%
827,418
3.02%
827,418
3.01%
Mainz Holding LLC(1)
744,447
2.72%
744,447
2.71%
Cardif
586,435
2.14%
586,435
2.14%
BPCE
551,796
2.02%
551,796
2.01%
-
0.00%
115,992
0.42%
5,213,640
19.04%
5,168,836
18.83%
27,383,402
100%
27,453,778
100%
Treasury shares
Other
TOTAL
III
IV
(1) On January 1, 2011, Mainz Holding LLC transferred 744,447 shares of the Company, representing 2.71% of its share capital and 2.72% of the voting rights, to SHY LLC.
2009
Voting rights
Shares
Number
%
Number
%
Eurazeo*
15,445,351
59.46%
15,445,351
59.24%
Generali
1,247,583
4.80%
1,247,583
4.79%
Taube Hodson Stonex
1,190,684
4.58%
1,190,684
4.57%
CNP Assurances
1,176,263
4.53%
1,176,263
4.51%
788,018
3.03%
788,018
3.02%
Mainz Holding LLC
679,738
2.62%
679,738
2.61%
Cardif
588,037
2.26%
588,037
2.26%
BPCE
525,520
2.02%
525,520
2.02%
Treasury shares
-
0.00%
137,835
0.53%
4,336,618
16.69%
4,291,817
16.46%
25,977,812
100%
26,070,846
100%
Other
TOTAL
V
VI
VII
• By letter received on June 7, 2011 (AMF Notice no. 211C0910),
the company Eurazeo announced that on May 25, 2011, it had
surpassed the legal threshold of 5% of the share capital and voting
rights of the company ANF Immobilier and that it individually held
as of that date, 1,871,337 ANF Immobilier shares, representing
the same number of voting rights, i.e., 6.81% of the share capital
and 6.80% of the voting rights.
This surpassing of the threshold resulted from the off-market
acquisition of ANF Immobilier shares as part of a transaction
involving a capital decrease of the company Immobilière Bingen,
controlled by Eurazeo when Eurazeo contributed shares in the
company Immobilière Bingen and was compensated in kind with
the award of 1,440,438 ANF Immobilier shares. The company
Eurazeo clarified that it did not surpass any threshold indirectly,
through the company Immobilière Bingen, which it controls, and
that as of May 25, 2011, it held 16,208,228 ANF Immobilier shares
representing 16,209,040 voting rights, i.e., 59.02% of the share
capital and 58.93% of the voting rights.
• By letter received on Monday, June 6, 2011 (AMF Notice no.
211C0910), the company Eurazeo announced that on Tuesday,
May 31, 2011, it had dropped below the legal threshold of 5% of the
share capital and voting rights of the company ANF Immobilier and
that it individually held as of that date, 1,338,964 ANF Immobilier
shares, representing the same number of voting rights, i.e., 4.86%
of the share capital and 4.85% of the voting rights.
VIII
IX
167
I
Group shareholding structure
4
This surpassing of thresholds results from the non-recurring
distribution in kind of ANF Immobilier shares held in the company
Eurazeo’s portfolio.
Contents
ANF Immobilier shares representing 15,676,667 voting rights, i.e.,
56.92% of the share capital and 56.83% of the voting rights.
II
These shares were then totally distributed by Eurazeo to its
shareholders pursuant to the prospectus approved by AMF 11243 on May 5, 2011.
The company Eurazeo clarified that it did not surpass any
threshold indirectly, through the company Immobilière Bingen,
which it controls, and that as of May 31, 2011, it held 15,675,855
III
2.2 Changes in capital
Below is the table of changes in ANF Immobilier’s capital over the past three fiscal years:
Amount of change in
capital (€)
Date
Transactions
06/29/2009
Capital increase by creating new shares following the payment
of a dividend in shares.
07/31/2009
Capital increase by creating new shares in the context of the
bonus share plan implemented in 2006.
12/31/2009
-
06/07/2010
Capital increase by creating new shares following the payment
of a dividend in shares.
06/11/2010
Capital increase by the free allocation of one new share for
20 old shares (creation of 1,307,322 shares carrying dividend
rights as from 01/01/2010).
12/31/2010
-
05/16/2011
Confirmation by the Executive Board of the capital increase
resulting from the exercise of 6,046 warrants.
05/30/2011
06/27/2011
Cumulative
Cumulative
number amount of capital
of shares
(€)
1,054,907
26,011,582
26,011,582
59,264
26,070,846
26,070,846
-
26,070,846
26,070,846
75,610
26,146,456
26,146,456
1,307,322
27,453,778
27,453,778
-
27,453,778
27,453,778
7,315
27,461,093
27,461,093
77,032
27,538,125
27,538,125
168,091
27,706,216
27,706,216
07/21/2011
64,623
27,770,839
27,770,839
11/14/2011
3,955
27,774,794
27,774,794
12/31/2011
-
-
27,774,794
27,774,794
IV
V
VI
VII
2.3 Voting rights of the main shareholders
See the table in Section 2.1. above.
Each company share carries one vote.
However, double voting rights are carried by all fully paid up shares
and for which proof of registration under one shareholder’s name for
a period of two (2) years is provided. Furthermore, when capital is
increased by incorporating reserves, profits, or share premiums, double
voting rights are granted upon issuance, to registered shares granted
to a shareholder in respect of existing shares carrying this right.
Any share which is converted to bearer form, or transferred to
another holder loses the double voting right. However, the transfer
of ownership by inheritance, liquidation of joint ownership between
spouses, or inter vivos gift to a spouse or relative who is an heir, does
not cause vested rights to be lost and does not interrupt the time
period in the preceding clause.
VIII
As of the Registration Document filing date, the shares owned by
Eurazeo (via Immobilière Bingen, which is 99.9%-owned by Eurazeo),
carry single and double voting rights.
IX
168
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Dividends paid over the past three fiscal years
4
Contents
II
2.4 Company ownership
At the Registration Document filing date, ANF Immobilier was
majority-owned and controlled by Eurazeo, which indirectly holds
51% of the share capital and 52%(1) of the Company’s voting rights.
As part of its governance policy, the Company implemented
Board Committees through the Supervisory Board, comprised of
independent members (see Section 4 “Committees through the
Supervisory Board” in Chapter II of the Registration Document).
Agreements which could give rise
to a change of ownership
To the best of ANF Immobilier’s knowledge, there were no agreements
in place, at the Registration Document filing date, which could give
rise to a change of ownership at a later date.
III
3. Dividends paid over the past three
fiscal years
IV
3.1 The Company’s policy on dividend distribution
V
ANF Immobilier intends to continue distributing dividends on a regular basis, in line with its SIIC status.
3.2 Dividends paid over the past three fiscal years
Date of the
Shareholders’ Meeting at which
the distribution was approved
Amount
Amount per share
(€)
(€)
May 6, 2010
37,281,309,78
1.43
May 17, 2011
42,408,712.50
1.54
Fiscal year ending December 31, 2011*
May 3, 2012
46,939,401.86
1.69
Fiscal year
VI
* A proposal will be made at the Shareholders’ Meeting scheduled to take place on May 3, 2012 to pay a €1.69 per share dividend.
VII
VIII
(1) 13,763,576 shares held by the company Immobilière Bingen carry double voting rights.
IX
169
I
Excerpts from the Articles of Association regarding the capital and the shareholding structure
4
Contents
4. Excerpts from the Articles
of Association regarding the capital
and the shareholding structure
Form of shares (Article 7 of the Articles of Association)
Fully paid-up shares can be registered or bearer shares, depending
on the choice made by the shareholder.
As an exception to the above, the shares of any shareholder other
than an individual owning more than 10% of the Company’s dividend
rights are to be held in pure registered accounts.
The shares are registered in an account under the conditions
provided for by law and regulations.
The Company may, at any time, ask any institution or intermediary,
under the legal and regulatory conditions in force and subject to the
corresponding penalties, to disclose the name or corporate name,
and the nationality and address of individuals or entities holding
securities with current or future voting rights at the Company’s
Shareholders’ Meetings, as well as the number of securities held
by each individual or entity and, if applicable, any restrictions on the
securities held.
Share capital ownership information
(Article 8 of the Articles of Association)
Any natural person who, or legal entity that, acting alone or in
concert with others, may come to hold, either directly or indirectly,
one percent (1%) or more of the Company’s capital or voting rights
shall inform the Company of the aggregate number of shares, voting
rights, and future rights to the Company’s equity that it holds. It
shall also disclose that information to the Company whenever the
number of shares or voting rights that it owns increases by a further
one percent (1%) or more of the capital and total voting rights. The
information must be forwarded to the Company no later than five (5)
trading days after any acquisition of shares or voting rights which
results in one or more thresholds being exceeded.
In the event that a shareholder fails to comply with the provisions
of this Article, at the request of one or more shareholders owning
at least five percent (5%) of the Company’s capital, any shares or
voting rights not reported within this deadline shall be barred from
voting at any Shareholders’ Meeting taking place until the expiration
of a two year period following the date on which a declaration of
regularization is made.
II
III
IV
V
The foregoing reporting requirement shall also apply whenever the
amount of shares or voting rights held falls below the one percent
(1%) threshold.
Moreover, in the event that the 10% threshold for the direct or
indirect ownership of rights to Company dividends is exceeded,
all shareholders other than private individuals are required to state
in their declaration that the aforementioned threshold has been
exceeded, under their own responsibility, and regardless of whether
they are subject to a withholding tax (as defined in Article 24 of the
Articles of Association). In the case where such a shareholder states
that they are not subject to withholding tax, they will need to provide
supporting evidence whenever the Company requests it, it being
understood that any supporting evidence thus provided shall not
exonerate the shareholder in question from being fully responsible
for their statements. All shareholders, other than natural persons,
who have indicated that they have exceeded the aforementioned
threshold shall inform the Company of any change in the their tax
status that would make them subject to or exempt from withholding
tax within a short period.
VI
VII
Changes to shareholders’ rights
Any changes to shareholders’ rights are subject to legal provisions, as there are no specific provisions in the Articles of Association.
VIII
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Excerpts from the Articles of Association regarding the capital and the shareholding structure
4
Contents
II
Changes to the share capital
Changes to ANF Immobilier’s share capital are not governed by any statutory provisions that are stricter than those enforced pursuant to the law.
Transfer and sale of shares
III
The procedures for transferring and selling shares are subject to legal requirements, as there are no specific provisions in the Articles of
Association.
Rights related to each share (Article 9 of the Company
bylaws)
In addition to the voting right granted by law, each share carries the
right to a share of the profits or liquidation surplus that is proportionate
to the existing number of shares.
IV
Every time a certain number of shares must be owned to exercise
a right, it is the responsibility of those shareholders who do not own
that number of shares to make arrangements to pool their shares
as required.
V
Distribution of profits and payment of dividends
(excerpts from Article 24 of the Articles of Association
on “Company financial statements – distributions”)
Where net income for the fiscal year allows it, and after deducting
the amounts required to create or build up the legal reserve, the
Shareholders’ Meeting may, following a proposal by the Executive
Board, withhold such amounts as it deems useful, either in order to
carry that amount forward to the following year, or to allocate it to
one or more general or specific reserve funds, or to distribute it to
shareholders.
The Shareholders’ Meeting to approve the financial statements for the
fiscal year may opt to grant all shareholders the option of payment in
cash or in shares of all or part of the dividend to be distributed or paid
in advance, under the conditions provided for by law and regulations
in force at the date of its decision.
Any shareholder other than a natural person:
(1) who owns at least 10% of the rights to Company dividends
directly or indirectly at the time any dividend is paid; and
(2) whose specific situation, or the situation of whose partners
owning 10% or more of the rights to dividends directly or indirectly,
where the payment of any dividend is concerned, makes the
Company liable for the 20% withholding tax mentioned under
Article 208C II b of the French General Tax Code (the “withholding
tax”) (such shareholder being hereinafter described as “subject
to withholding tax”), shall owe the Company the amount
payable by the Company as withholding tax in respect of the
aforementioned distribution when the dividend is paid. In the
absence of a declaration that a threshold has been exceeded
under the conditions laid down in Article 8, or in the absence
of a statement of confirmation or of the information specified in
Article 23.3 within the required timeframe, any shareholder in
the Company who owns 10% or more of the rights to Company
dividends, either directly or indirectly, on the day dividends are
paid, shall be presumed to be subject to withholding tax.
VI
When a number of shareholders are subject to withholding tax,
each shareholder subject to withholding tax shall owe the Company
the share of the withholding tax payable by the Company to
which that shareholder’s direct or indirect shareholding shall have
given rise. Whether a shareholder is subject to withholding tax is
assessed at the time the dividend is paid. Payment of any dividend
to a shareholder subject to withholding tax shall be made via an
entry on that shareholders’ individual current account (on which no
interest is paid), with the current account being credited within five
(5) business days from that entry, after offsetting the sums payable
to the Company by the shareholder subject to withholding tax
under the provisions of this Article. The Shareholders’ Meeting may
grant each shareholder the option of payment in cash or in shares
for all or part of the dividend paid or to be paid in advance. Where
a dividend is paid in shares, a shareholder subject to withholding
tax shall receive a portion in shares and the rest in cash (with that
portion being paid via an entry on an individual current account),
so that the offsetting mechanism described above may be applied
to the portion of the dividend paid by entry in an individual current
account, it being specified that no fractional shares shall be created
and that the shareholder subject to withholding tax shall receive
an amount in cash equal to the value of any fractional shares.
VII
VIII
IX
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Share capital
4
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Shareholders’ Meeting – notices – meetings
(excerpts from Article 23 of the Articles of Association)
1. Shareholders’ Meeting are convened and held in the conditions
provided for by law.
• for registered shareholders: in the registered share accounts held
by the Company;
2. Each share entitles the holder to one vote. However, double voting
rights are carried by all fully paid up shares and for which proof
of registration under one shareholder’s name for a period of two
(2) years is provided. Furthermore, when capital is increased by
incorporating reserves, profits, or share premiums, double voting
rights are granted upon issuance, to registered shares granted to
a shareholder in respect of existing shares carrying this right.
• for bearer shareholders: in the bearer share accounts kept by the
authorized intermediary, under the conditions provided for by the
regulations in force.
Any share which is converted to bearer form, or transferred
to another holder loses the double voting right. However, the
transfer of ownership by inheritance, liquidation of joint ownership
between spouses, or inter vivos gift to a spouse or relative who
is an heir, does not cause vested rights to be lost and does not
interrupt the time period in the preceding clause.
3. Meetings are held either at the registered offices or in another
place specified in the notice of meeting.
A right to attend the Shareholders’ Meetings is conferred by
registration of the shares in the shareholder’s name or in the name
of the financial intermediary acting on his or her behalf (under the
conditions provided for in law) on the third business day prior to
the meeting, at midnight (Paris time):
II
III
All shareholders may attend the meetings either in person or by
proxy. All shareholders may also take part in any meeting by postal
vote under the conditions provided for by the legal and regulatory
provisions in force. To be taken into account, postal votes must
be received by the Company no later than three (3) days prior to
the date of the meeting.
All shareholders, other than natural persons, holding 10% or more
of the rights to Company dividends either directly or indirectly,
must confirm or deny the information declared pursuant to
Article 8, paragraph 4 of the Articles of Association no later than
five (5) days prior to the date of the meeting.
IV
4. Meetings are chaired by the Chairman of the Supervisory Board
or, in his or her absence, by the Vice-Chairman. If both parties
are absent, the meeting elects its own Chairman.
5. Minutes of the meetings are taken and copies or excerpts thereof
are certified and delivered in accordance with the law.
5. Share capital
V
VI
5.1 Number of shares
At December 31, 2011, the Company’s share capital was 27,774,794
(twenty seven million seven hundred and seventy-four thousand
seven hundred and ninety-four euros). It was divided into 27,774,794
(twenty seven million seven hundred and seventy-four thousand
seven hundred and ninety-four) fully paid-up shares, all of the same
class.
VII
5.2 Shares giving access to the capital
Please refer to paragraph 6 entitled “Interests of executives and employees in the share capital” in Chapter II of the Registration Document.
VIII
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4
Contents
5.3 Shares not representing capital
II
5.4 Purchase by the Company of its own shares
III
None.
See paragraph 7 entitled “Transactions Related to the Company’s
Shares” in Chapter VII of the Registration Document.
Please note that a liquidity agreement was entered into on
June 16, 2008 with Rothschild & Cie Banque, the credit institution.
€1,027,963.18 was assigned to the liquidity account in order to
implement this agreement.
IV
5.5 Share capital authorized but not issued
Please refer to the table showing authority delegated and still in force in paragraph 2 entitled “Summary of currently valid capital increase
authorizations conferred by the Shareholders’ Meeting” in Chapter VIII of the Registration Document.
V
5.6 Information regarding the Company’s capital
on which there is an option or an agreement
providing for options to be issued
To the best of ANF Immobilier’s knowledge, at the date of filing of
the Registration Document, no person other than those referred to
in paragraph 6, entitled “Interests of executives and employees in
the share capital” in Chapter II of the Registration Document, holds
purchase or subscription options on ANF Immobilier stock.
VI
6. Shareholder agreements
VII
6.1 Agreements declared to the AMF
None.
VIII
6.2 Agreements signed by ANF Immobilier
None.
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4
Contents
6.3 Provisions restricting change of ownership
of the Company
II
None.
III
7. Transactions related to the Company’s shares
The Ordinary and Extraordinary Shareholders’ Meeting on Tuesday,
May 17, 2011 (fourteenth resolution) authorized the Executive Board
to implement a share buyback program (“Buyback program”),
pursuant to the provisions of Article L. 225-209 of the French
Commercial Code, Part IV of Book II of the General Regulations of
the Financial Markets Authority and Regulation 2273/2003 of the
European Commission of December 22, 2003.
During the 2011 fiscal year, this share buyback program was
implemented by ANF Immobilier’s Executive Board, which carried
out purchases, the terms of which are described below.
7.1 Description of the 2011 buyback program
The buyback program was adopted for a period of 18 months from
the date of the meeting, i.e. until November 17, 2012. Pursuant
to this authorization, the maximum purchase price was set at €70
(excluding purchase costs).
The Executive Board was authorized to purchase a number of shares
representing a maximum of 10% of ANF Immobilier’s capital on the
closing date of such purchases, with the understanding that the
maximum number of shares held after such purchases could not
exceed 10% of the capital.
In accordance with the regulations in effect and the market practices
allowed by the Financial Markets Authority, the various objectives of
the buyback program are as follows:
• to cancel shares by virtue of the authority granted to the Executive
Board by the shareholders at the Extraordinary Shareholders’
Meeting;
• to increase share liquidity as part of a liquidity contract made with
an independent investment services company, in accordance with
a code of conduct approved by the Financial Markets Authority;
• to grant shares to Company employees and corporate officers and/
or to employees and corporate officers of companies either related
IV
V
to ANF Immobilier or those who will be related to ANF Immobilier
in the future, as applicable by law, notably for exercising stock
options, granting bonus shares, or profit sharing;
• to distribute or exchange shares at the time of an exercise of
rights attached to debt instruments giving a right, by any means,
to grant Company shares;
• to have shares available to keep or remit at a later date in exchange
or as payment for acquisitions. However, the number of shares the
Company is allowed to buy back for this purpose may not exceed
5% of its share capital;
VI
• any other practice which may be allowed or recognized by law or
by the Financial Markets Authority, or any other objective which
complies with regulations in effect.
The Ordinary and Extraordinary Shareholders’ Meeting on May 17,
2011 (sixteenth resolution) authorized the Executive Board to reduce,
in one or several transactions, within a limit of 10% of the capital
in a 24-month period, the Company’s share capital, by canceling
shares purchased pursuant to the fourteenth resolution of the same
meeting and/or the ninth resolution of the Ordinary and Extraordinary
Shareholders’ Meeting on May 6, 2010.
VII
VIII
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II
7.2 Share buybacks carried out by ANF Immobilier during
the 2011 fiscal year and until February 29, 2012
Throughout the 2011 fiscal year, ANF Immobilier purchased 453,560
shares at an average price of €31.83, i.e., a total cost of €14,438,422.
to beneficiaries of stock options, granting bonus shares, or profit
sharing.
From January 1, 2012 to February 29, 2012, ANF Immobilier
purchased 91,557 shares at an average price of 28.33, i.e., a total
cost of €2,594,064.
From January 1, 2012 to February 29, 2012, ANF Immobilier bought
24,861 shares at an average price of €28.54, i.e., a total cost of
€709,564, for either allocation to beneficiaries of stock options,
granting bonus shares, or profit sharing.
7.2.1 Buybacks used in the context of a
liquidity contract to increase share liquidity.
Throughout the 2011 fiscal year, ANF Immobilier bought 253,560
shares at an average price of €31.64, i.e., a total cost of €8,022,391,
in the context of a liquidity contract to increase share liquidity.
66,696 shares at an average price of €28.26, i.e., a total cost of
€1,884,500, in the context of a liquidity contract to increase share
liquidity.
7.2.2
Share buybacks for cancellation
During 2011 and through February 29, 2012, ANF Immobilier did not
buy back any shares for cancellation.
III
7.2.4 Share buybacks performed for
distribution or exchange when rights
attached to debt instruments are exercised
During the 2011 fiscal year and until February 29, 2012,
ANF Immobilier did not buy back any shares for remittance or
exchange once rights attached to debt instruments were exercised.
IV
7.2.5 Share buybacks to be held and for
subsequent remittance within the framework
of external growth transactions
During the 2011 fiscal year and until February 29, 2012,
ANF Immobilier did not buy back any shares in order to hold them
and subsequently remit them as part of outside growth transactions.
V
7.2.3 Share buybacks to grant to employees
and corporate officers
During 2011, ANF Immobilier bought 200,000 shares at an average
price of €32.08, i.e., a total cost of €6,416,031, for either allocation
VI
7.3 Share sales carried out by ANF Immobilier during
the 2011 fiscal year and until February 29, 2012
During the 2011 fiscal year, Rothschild & Cie Banque sold
242,891 shares at an average price of €31.65. per share, for a total
cost of €7,687,032, on behalf of ANF Immobilier in the context of a
liquidity contract to increase share liquidity.
From January 1, 2011 to February 29, 2012, 77,315 shares were
sold at an average price of €28.23 per share, for a total cost of
€2,182,964, in the context of a liquidity contract to increase share
liquidity.
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7.4 Terms of share buybacks
back shares through direct purchases on the market and in the
context of a liquidity contract to increase share liquidity.
During this period, ANF Immobilier did not use any derivatives in
order to make its purchases.
7.5 Cancellation of shares by ANF Immobilier
ANF Immobilier has not cancelled any shares over the past
24 months.
III
Pursuant to Article L. 225-209-4 of the French Commercial Code,
shares may be cancelled only within a limit of 10% of a company’s
capital in 24-month periods.
IV
7.6 Potential reallocations
The shares purchased by ANF Immobilier under the authorization
granted by the fourteenth resolution adopted by the Ordinary and
Extraordinary Shareholders’ Meeting on May 17, 2011 or under any
II
other previous authorization, have not been reallocated for other
purposes than those initially assigned upon purchase.
7.7 Description of the 2012 buyback program which
shall be submitted to the Ordinary and Extraordinary
Shareholders’ Meeting on May 3, 2012 pursuant
to Articles 241-2 and 241-3 of the Financial Markets
Authority General Regulations
V
VI
The Ordinary and Extraordinary Shareholders’ Meeting on May 3,
2012 has been called, as per the twelfth resolution, for the purpose
of adopting a share buyback program pursuant to the provisions of
Article L. 225-209 of the French Commercial Code.
The various objectives of this share buyback program, as stated in
the twelfth resolution, which shall be submitted to the Company’s
Ordinary and Extraordinary Shareholders’ Meeting on May 3, 2012,
are those of the previous share buyback described above.
The buyback authorization to be granted to the Executive Board for
the buyback program is for a maximum of 10% of the capital on the
date such purchases take place. Based on the capital of €27,774,794
as of May 3, 2012, the date of the Ordinary and Extraordinary
Shareholders’ Meeting, this maximum would be 2,777,479 shares.
The maximum buyback price under the share purchase program is
€70 per share.
The share buyback program is planned for a term of 18 months from
the date of the Ordinary and Extraordinary Shareholders’ Meeting
on May 3, 2012, which is called upon to adopt it, until November 3,
2013.
The share buybacks carried out by the Company within the
framework of the previous share buyback program are summarized
in the following table.
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Elements Likely to Have an Impact in the Event of a Takeover Bid
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Contents
II
TABLE: SUMMARY DECLARATION OF TRANSACTIONS CARRIED OUT BY THE COMPANY ON ITS OWN SHARES FROM JANUARY 1,
2011 TO FEBRUARY 29, 2012 AS PART OF THE SHARE BUYBACK PROGRAM
Pending as of February 29, 2012
Cumulative gross
transactions
Number of securities
Average maximum maturity
Average cost of the transaction (€)
Average exercise price (€)
Amounts (€)
Purchases pending
Sales pending
Purchases
Sales
Purchase
options
bought
545,117
320,206
-
-
-
-
-
-
-
-
-
-
31.25
30.82
-
-
-
-
-
-
-
-
-
-
17,032,486
9,869,996
-
-
-
-
Forward
Purchase
purchases options sold
Forward
sales
III
IV
8. Elements Likely to Have an Impact
in the Event of a Takeover Bid
V
Please see Section 3.1 “Financing contracts” in Chapter IX of the Registration Document regarding loan agreements containing an acceleration
clause in the event of a change of ownership.
VI
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II
III
IV
V
VI
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Contents
REPORTS AND INFORMATION
FOR THE SHAREHOLDERS’
MEETING
1. INCOME STATEMENTS
FOR THE PREVIOUS FIVE
FISCAL YEARS
2. SUMMARY OF UNEXPIRED
DELEGATIONS GRANTED
BY THE SHAREHOLDERS’ MEETING
WITH RESPECT TO CAPITAL
INCREASES
180
181
3. AGENDA AND RESOLUTIONS
OF THE SHAREHOLDERS’ MEETING 183
3.1 Agenda for the Ordinary and Extraordinary
Shareholders’ Meeting to be Held on May 3,
2012
183
3.2 Draft resolutions
184
4. EXECUTIVE BOARD’S REPORT
ON THE PRESENTATION OF
RESOLUTIONS TO BE SUBMITTED
TO THE ANNUAL SHAREHOLDERS’
MEETING
5. OBSERVATIONS BY THE
SUPERVISORY BOARD
ON THE EXECUTIVE BOARD’S
REPORT
Supervisory Board observations presented
to the Ordinary and Extraordinary
Shareholders’ Meeting on May 3, 2012
194
196
196
6. SPECIAL EXECUTIVE BOARD
REPORT ON STOCK OPTIONS
GRANTED TO CORPORATE
OFFICERS AND EMPLOYEES
197
7. SUPERVISORY BOARD
CHAIRMAN REPORT
ON INTERNAL CONTROL
AND RISK MANAGEMENT
199
8. STATUTORY AUDITORS’ REPORT,
PREPARED IN ACCORDANCE
WITH ARTICLE L. 225-235
OF THE FRENCH COMMERCIAL
CODE, ON THE ANF IMMOBILIER
SUPERVISORY BOARD
CHAIRMAN REPORT
II
III
210
IV
9. SPECIAL REPORT FROM
THE STATUTORY AUDITORS
ON REGULATED AGREEMENTS
AND COMMITMENTS
212
10. STATUTORY AUDITORS’ REPORT
ON THE REDUCTION OF
THE COMPANY’S SHARE
CAPITAL BY CANCELING
SHARES PURCHASED
217
V
ON THE ISSUE OF ORDINARY
SHARES AND MARKETABLE
SECURITIES GIVING ACCESS,
IMMEDIATELY OR IN THE FUTURE,
TO CAPITAL, WITH OR WITHOUT
PREFERENTIAL SUBSCRIPTION
RIGHTS
218
ON THE CAPITAL INCREASE
WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHTS
RESERVED TO MEMBERS OF
A COMPANY SAVINGS PLAN
220
13. SPECIAL STATUTORY AUDITORS’
REPORT ON THE GRANT
OF BONUS SHARES EXISTING
OR TO ISSUE TO SALARIED
EMPLOYEES OR CORPORATE
OFFICERS
221
VI
VII
VIII
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Income statements for the previous five fiscal years
4
Contents
1. Income statements for the previous
five fiscal years
II
2007
2008
2009
2010
2011
Share capital
23,768,262
24,956,675
26,070,846
27,453,778
27,774,794
Number of existing ordinary shares
23,768,262
24,956,675
26,070,846
27,453,778
27,774,794
265,670
283,921
297,061
318,092
-
Revenues (excluding tax)
30,197,379
58,520,353
65,388,402
69,932,687
84,006,481
Income before tax, depreciation, and provisions
21,501,120
28,642,037
45,590,696
49,650,999
61,334,762
Income tax
(1,000,920)
718,675
(15,360)
-
15,360
(€)
Capital at year-end
Maximum number of shares to be created by exercising
share warrants
III
Transactions and income for fiscal year
Income after tax, depreciation and provisions
10,602,338
5,592,038
16,000,307
16,715,728
24,144,646
Distributed earnings
10,602,338
5,592,038
16,000,307
16,715,728
24,144,646
Special dividends
20,204,662
26,851,639
21,281,003
25,563,090
22,794,756
Income after tax, before depreciation and provisions
0.86
1.18
1.75
1.81
2.21
Income after tax, depreciation and provisions
0.45
0.22
0.61
0.61
0.87
Total net dividend per share
0.45
0.22
0.61
0.61
0.87(1)
Extraordinary dividend
0.85
1.08
0.82
0.93
0.82(1)
IV
Earnings per share
V
Staff
Average number of employees for the year
56
53
53
54
54
Wage bill for the year
2,955,826
3,386,517
3,233,279
3,411,307
3,898,669
Employee benefits for the year
1,717,109
2,118,973
2,185,932
2,222,200
2,175,813
VI
(1) Proposal to be submitted to the Shareholders’ Meeting to be held on May 3, 2012.
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2. Summary of unexpired delegations
granted by the Shareholders’ Meeting
with respect to capital increases
The fourteenth, fifteenth, sixteenth, seventeenth, eighteenth,
nineteenth, and twentieth resolutions submitted to the May 3,
2012 Shareholders’ Meeting for approval shall not be impacted
by the tenth, eleventh, twelfth, thirteenth, fourteenth, fifteenth, and
sixteenth resolutions adopted during the Shareholders’ Meeting from
May 6, 2010, and authorize the Executive Board to:
• increase share capital by capitalizing reserves, profits, or issue,
merger or contribution premiums;
• issue shares and/or marketable securities giving access,
immediately or in the future, to capital, with preferential subscription
rights;
• issue shares and/or marketable securities, giving access,
immediately or in the future, to capital, without preferential
subscription rights, by a public offering, or in connection with a
takeover bid comprising a share exchange offer;
subscription rights, as part of an offering referred to in Section II
of Article L. 411-2 of the French Monetary and Financial Code;
• freely set the issue price in the event of the issue of shares or
marketable securities giving access, immediately or in the future,
to capital, without preferential subscription rights, representing up
to 10% of share capital;
II
III
• 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;
immediately or in the future, to capital, in consideration for
contributions in kind granted to the Company.
The twenty-second resolution submitted to the May 3, 2012
Ordinary and Extraordinary Shareholders’ Meeting for approval
shall not be impacted by the eighteenth resolution adopted during
the Shareholders’ Meeting from May 6, 2010 and authorizes the
Executive Board to increase the share capital by issuing shares
and/or marketable securities reserved for members of a company
savings plan.
IV
These authorizations are valid for 26 months from the date of their
approval, i.e. until July 3, 2014.
The twenty-third resolution submitted to the May 3, 2012 Ordinary
and Extraordinary Shareholders’ Meeting for approval shall not
be impacted by the twenty-first resolution adopted during the
Shareholders’ Meeting from May 28, 2009 and authorizes the
Executive Board to grant bonus shares to employees or corporate
officers of the Company or its affiliates.
V
This authorization is valid for 38 months from the date of its approval,
i.e. until July 3, 2015.
VI
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The table below summarizes the various authorizations adopted by the Ordinary and Extraordinary Shareholders’ Meetings on May 17, 2011
or to be submitted to the Ordinary and Extraordinary Shareholders’ Meeting on May 3, 2012:
Date of
meeting
Purpose
Resolution no.
Duration
05/17/2011
Authorization for the Executive Board to grant share subscription or purchase options
to the Company or its affiliates’ employees and/or Corporate officers.
17
38 months
05/03/2012
Delegation of authority to the Executive Board to increase share capital by capitalizing
reserves, profits, or issue merger or contribution premiums*.
14
26 months
05/03/2012
Delegation of authority to the Executive Board to issue shares and/or marketable securities
giving access, immediately or in the future, to capital, with preferential subscription rights*.
15
26 months
05/03/2012
Delegation of authority to the Executive Board to issue shares and/or marketable securities,
giving access, immediately or in the future, to capital, without preferential subscription rights,
by a public offering, or in connection with a takeover bid comprising a share exchange offer*.
16
26 months
05/03/2012
Delegation of authority to the Executive Board to issue shares and/or marketable securities,
giving access, immediately or in the future, to capital, 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*.
17
26 months
05/03/2012
Authorization to the Executive Board, to set the issue price in the event of the issue
of shares or marketable securities, giving access, immediately or in the future, to capital,
without preferential subscription rights, representing up to 10% of share capital*.
18
26 months
05/03/2012
Authorization 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*.
19
26 months
05/03/2012
Delegation of powers to the Executive Board to issue shares and/or marketable securities
giving access, immediately or in the future, to capital, in consideration for contributions
in kind granted to the Company*.
20
26 months
05/03/2012
Delegation of authority to the Executive Board to increase capital by issuing shares
and/or marketable securities, giving access, immediately or in the future, to capital, reserved
for members of a company savings plan*.
22
26 months
05/03/2012
Authorization for the Executive Board to grant bonus shares to the employees or corporate
officers of the Company or its affiliates*.
23
38 months
• capitalizing reserves:
• the ceiling on the par value amount of capital increases that may
be carried out pursuant to the tenth resolution of the May 6,
2010 Shareholders’ Meeting is equal to €25 million,
be carried out pursuant to the fourteenth resolution submitted
for approval at the May 3, 2012 Shareholders’ Meeting is equal
to €25 million;
• capital increase with or without preferential subscription rights:
• the ceiling on the par value amount of capital increases that
may be carried out pursuant to the eleventh resolution of the
May 6, 2010 Shareholders’ Meeting, then the fifteenth resolution
submitted for approval at the May 3, 2012 Shareholders’
Meeting is equal to €25 million,
III
IV
* Renewal submitted to the Ordinary and Extraordinary Shareholders’ Meeting to be held on May 3, 2012.
Ceilings on capital increases that may be decided by the Executive
Board upon authorization:
II
V
VI
be carried out pursuant to the twelfth resolution of the May 6,
2010 Shareholders’ Meeting, then the sixteenth resolution
Meeting is equal to €25 million;
• “Private placement”:
be carried out pursuant to the thirteenth resolution of the May 6,
2010 Shareholders’ Meeting, then the seventeenth resolution
Meeting is equal to 20% of the Company’s capital;
VII
• option to over-allocate:
be carried out pursuant to the fifteenth resolution of the May 6,
2010 Shareholders’ Meeting, then the nineteenth resolution
Meeting is equal to 15% of the initial issuance;
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4
• total ceiling:
• the total ceiling on the par value amount of capital increases that
may be carried out pursuant to the eleventh through sixteenth
resolutions of the May 6, 2010 Shareholders’ Meeting, then the
fifteenth through twentieth resolutions submitted for approval at
the May 3, 2012 Shareholders’ Meeting is equal to €25 million,
• the total ceiling for issues of debt securities that may be
exchanged, redeemed, or otherwise exercised for shares
pursuant to the eleventh through sixteenth resolutions submitted
to the Shareholders’ Meeting on May 6, 2010 and then the
fifteenth through twentieth resolutions submitted for approval at
the May 3, 2012 Shareholders’ Meeting is equal to €100 million;
Contents
II
• capital increases for members of the company savings plan:
may be carried out pursuant to the eighteenth resolution of
the May 6, 2010 Shareholders’ Meeting is equal to €100,000,
may be carried out pursuant to the twenty-second resolution of
the May 3, 2012 Shareholders’ Meeting is equal to €100,000.
Since the issue of Order no. 2004-604 of June 24, 2004, the
Executive Board has been authorized to issue simple bonds without
authorization from the Shareholders’ Meeting.
III
IV
3. Agenda and resolutions
of the Shareholders’ Meeting
3.1 Agenda for the Ordinary and Extraordinary
Shareholders’ Meeting to be Held on May 3, 2012
Resolutions before the Ordinary
− Executive Board’s report, Supervisory Board’s observations, and
Statutory Auditors’ reports; approval of the Company financial
statements for the year ending December 31, 2011.
V
− Appointment of Ms. Sabine Roux de Bezieux as a member of
− Determination of the total amount of annual attendance fees.
− Authorization of a share buyback program by the Company for
its own shares.
VI
− Allocation of net income for the year and dividend distribution.
− Executive Board’s report, Supervisory Board’s observations
and Statutory Auditors’ reports; approval of the consolidated
financial statements for the year ending December 31, 2011.
− 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.
− Renewal of Mr. Éric Le Gentil’s term of office as a member of
− Renewal of Mr. Philippe Monnier’s term of office as a member
of the Supervisory Board.
− Renewal of Mr. Théodore Zarifi’s term of office as a member of
− Renewal of primary Statutory Auditors’ term of office.
Resolutions before the Extraordinary
− Authorization to the Executive Board to decrease share capital
by canceling shares purchased under share buyback programs.
− Delegation of authority to the Executive Board to increase
share capital by capitalizing reserves, profits, or issue, merger
or contribution premiums.
VII
− Delegation of authority to the Executive Board to issue shares
and/or marketable securities, giving access, immediately or in
the future, to capital, with preferential subscription rights.
and/or securities giving access, immediately or in the future,
to capital, without preferential subscription rights, by a public
offering, or in connection with a takeover bid comprising a share
exchange offer.
VIII
− Renewal of substitute Statutory Auditors’ term of office.
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the future, to capital, in consideration for contributions in kind
granted to the Company.
and/or marketable securities giving access, immediately
or in the future, to capital, 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.
II
− Total limitations of the amount of issues carried out, pursuant
to the fifteenth through twentieth resolutions.
− Delegation of authority to the Executive Board to increase capital
by issuing shares and/or marketable securities giving access,
immediately or in the future, to capital, reserved for members
of a company savings plan.
− Authorization to the Executive Board, to set the issue price
in the event of the issue of shares or marketable securities,
giving access, immediately or in the future, to capital, without
preferential subscription rights, representing up to 10% of share
capital.
− Authorization for the Executive Board to grant bonus shares
to the employees and corporate officers of the Company or
its affiliates.
− Authorization 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.
III
− Powers to carry out formalities.
− Delegation of powers to the Executive Board to issue shares
and/or marketable securities, giving access, immediately or in
IV
3.2 Draft resolutions
Resolutions before the Ordinary
First resolution (Executive Board’s report, Supervisory Board’s
observations, and Statutory Auditors’ reports; approval
of the Company financial statements for the year ending
December 31, 2011).
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,
and the Statutory Auditors’ reports as well as the Company financial
statements for the year ending December 31, 2011, approves the
Company financial statements for the year ending December 31, 2011
as presented to the Shareholders’ Meeting, as well as the transactions
reflected therein and summarized in these reports.
V
Second resolution (Allocation of net income for the year and dividend distribution).
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, and the Statutory Auditors’ report, resolves:
To allocate the fiscal year’s earnings:
€24,144,645.84
To impair the legal reserve for an amount of:
To allocate to other reserves an amount charged to share premiums of:
Share, merger, and contribution premiums amounting, subsequent to this allocation, to:
To allocate the fiscal year’s earnings, after impairment of the legal reserve, for an amount of:
€32,101.60
€8,257,220.41
€314,817,640.43
€24,112,544.24
Plus retained earnings:
€285,888.68
Distributable earnings:
€24,398,432.92
To pay a dividend for an amount of:
€24,398,432.92
Plus a resultant charge to other reserves, after the aforementioned allocation:
Plus a charge to revaluation reserves in the amount of the surplus depreciation on revaluation:
VI
VII
€8,257,220.41
€1,780,080.73
Plus a charge to revaluation reserves for gains:
€12,503,667.80
Total distributed amount:
€46,939,401.86
Dividend per share:
€1.69
VIII
The amount of dividends attached to treasury shares on the date of the payment will be carried over to retained earnings again.
The dividend will be transferred on May 8, 2012 and paid on May 11, 2012.
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II
The dividend is eligible for a 40% rebate, up to €0.54, for individuals living in France for tax purposes, as provided for by the second and third
paragraphs of Article 158 of the French General Tax Code.
The dividend is deducted by up to €0.85 on exempt earnings and up to €0.30 of the amounts for contributions and therefore do not have the
right to the 40% rebate as provided for by the second and third paragraphs of Article 158 of the French General Tax Code.
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 fiscal years were as follows:
Fiscal year ending
December 31, 2008
Fiscal year ending
December 31, 2009
Fiscal year ending
December 31, 2010
Dividend paid per share
1.30
1.43
1.54
Amount of dividend that qualifies for the rebate provided for in
Article 158.3.2 of the French General Tax Code(1)
0.43
1.31
0.71
Amount of dividend that does not qualify for the rebate provided
for in Article 158.3.2 of the French General Tax Code(1)
0.87
0.12
0.83
(€)
III
(1) As permitted by applicable law.
IV
Third resolution (Executive Board’s report, Supervisory Board’s
observations and Statutory Auditors’ reports; approval of the
consolidated financial statements for the year ending December 31,
2011).
the Executive Board’s reports, the Supervisory Board’s observations,
and the Statutory Auditors’ reports, as well as the consolidated
financial statements for the year ending December 31, 2011,
approves the consolidated financial statements for the year ending
December 31, 2011 as presented to the Shareholders’ Meeting, as
well as the transactions reflected therein and summarized in these
reports.
Fourth 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 Executive Board’s report and the Statutory Auditors’ special
report, pursuant to 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 the previous fiscal
year concerned transactions that occurred in the normal course of
business and were entered into on an arm’s length basis.
Fifth resolution (Renewal of Mr. Éric Le Gentil’s term of office as a
member of the Supervisory Board).
the Executive Board’s report, resolves to renew Mr. Éric Le Gentil’s
term of office as a member of the Company’s Supervisory Board for
a duration of four years which will expire at the end of the Ordinary
Shareholders’ Meeting to approve the financial statements for the
fiscal year ending December 31, 2015.
Sixth resolution (Renewal of Mr. Philippe Monnier’s term of office
as a member of the Supervisory Board).
the Executive Board’s report, resolves to renew Mr. Philippe Monnier’s
V
Seventh resolution (Renewal of Mr. Théodore Zarifi’s term of office
as a member of the Supervisory Board).
the Executive Board’s report, resolves to renew Mr. Théodore Zarifi’s
VI
Eighth resolution (Renewal of primary Statutory Auditors’ term of
office).
the Executive Board’s report, and after having noted that the
company Mazars’ Primary Statutory Auditors’ term of office expires
at the end of this meeting, decided to renew said term of office for
a duration of six years which will expire at the end of the Ordinary
VII
Ninth resolution (Renewal of substitute Statutory Auditors’ term
of office).
the Executive Board’s report, and after having noted that Mr. JeanLouis Simon’s substitute Statutory Auditors’ term of office expires
VIII
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at the end of this meeting, decided to renew said term of office for
a duration of six years which will expire at the end of the Ordinary
other securities convertible, redeemable, exchangeable or otherwise
exercisable for Company shares, or by creating option mechanisms,
as permitted by the financial market authorities and in accordance
with regulations.
Tenth resolution (Appointment of Ms. Sabine Roux de Bezieux as
a member of the Supervisory Board).
The Company will be entitled to make use of this authorization for
the following purposes, in compliance with the above-mentioned
statutes and financial market practices authorized by the Financial
Markets Authority:
the Executive Board’s report, hereby appoints Ms. Sabine Roux de
Bezieux as a member of the Company’s Supervisory Board for a
duration of four years which will expire at the end of the Ordinary
Eleventh resolution (Determination of the total amount of annual
attendance fees).
the Executive Board’s report, hereby grants a total sum of one
hundred and eighty one thousand (181,000) euros in attendance
fees to the Supervisory Board for the fiscal year ending December 31,
2012. This decision will be maintained and this same amount granted
to the Supervisory Board for the following fiscal years until the
Shareholders’ Meeting makes a new ruling. The Supervisory Board
will distribute the aforementioned fees freely among its members.
Twelfth resolution (Authorization of a share buyback program by
the Company for its own shares).
the Executive Board’s report and in accordance with the provisions
of Article L. 225-209 of the French Commercial Code, Book II Title IV
of the Financial Markets Authority General Regulations and European
Commission Regulation no. 2273/2003 of December 22, 2003,
• terminates, effective immediately, the unused portion of the
authorization granted by the Ordinary and Extraordinary
Shareholders’ Meeting on May 17, 2011 by voting for the
fourteenth resolution authorizing the Executive Board to buy the
Company’s shares;
• 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 own shares held by it following
such purchases does not exceed 10% of share capital.
The maximum purchase price per share will be €70 (excluding
acquisition costs). As a result, the maximum amount of purchases
cannot exceed €194,423,530. However, it should be noted 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
• to cancel shares by virtue of the authority granted to the Executive
Board by the shareholders at the Extraordinary Shareholders’
Meeting;
II
III
• to increase share liquidity as part of a liquidity contract made with
an independent investment services company, in accordance with
a code of conduct approved by the Financial Markets Authority;
• to grant shares to Company employees and corporate officers and/
or to employees and corporate officers of companies either related
to ANF Immobilier or those who will be related to ANF Immobilier
in the future, as applicable by law, notably for exercising stock
options, granting bonus shares, or profit sharing;
IV
• remit or exchange shares when the rights attached to debt
instruments that entitle holders to receive ANF Immobilier shares
are exercised;
• retaining or using shares in exchange or as payment for potential
future acquisitions;
• any other practice which may be allowed or recognized by law or
by the Financial Markets Authority, or any other objective which
complies with regulations in effect.
V
In accordance with Article L. 225-209 of the French Commercial
Code, the number of shares purchased by the Company with a view
to use 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.
VI
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 must report
purchases, disposals and transfers to the Financial Markets Authority
(AMF) and, in general, complete all formalities or filing requirements.
VII
The Shareholders’ Meeting grants full powers to the Executive Board,
which may delegate such power as defined by Article 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 filing requirements and formalities and, in general, do
all that is necessary.
VIII
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Resolutions before the Extraordinary
Contents
Thirteenth resolution (Authorization to the Executive Board to
decrease share capital by canceling shares purchased under share
buyback programs).
from the ceiling defined in the twenty-first resolution, and this not
taking into account the registration of ordinary Company shares
to potentially issue for adjustments made to preserve security
bearers’ rights giving access to capital, in accordance with legal
or regulatory provisions, and to applicable contractual stipulations,
when necessary;
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:
3. resolves that this delegation, which replaces and supersedes as
of this date, for the unused portion, the authorization conferred
under the tenth resolution voted by the Ordinary and Extraordinary
Shareholders’ Meeting on May 6, 2010 is valid for 26 months
starting from this meeting;
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 canceling shares bought
pursuant to the twelfth resolution of this Shareholders’ Meeting,
and/or the fourteenth resolution of the Ordinary and Extraordinary
Shareholders’ Meeting held on May 17, 2011, specifying that
this maximum applies to an amount of the Company’s share
capital that may be adjusted, if necessary, to take into account
transactions impacting share capital subsequent to this
4. resolves that the Executive Board will have full powers, with the
option to delegate said powers to its Chairman and/or one of its
members, with the Chairman’s approval, within the terms and
conditions set forth by law and the Articles of Association, to
implement this delegation and notably to:
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.
Fourteenth resolution (Delegation of authority to the Executive
Board to increase share capital by capitalizing reserves, profits, or
issue, merger or contribution premiums).
majority rules for Ordinary Shareholders’ Meetings, after having
reviewed the Executive Board’s report and in accordance with the
provisions of Article L. 225-129, L. 225-129-2, and L. 225-130 of
the French Commercial Code:
1. delegates to the Executive Board the authority to decide to
increase share capital, once or several times, in the proportions
and time periods that it deems fit, by incorporating all or part
of the reserves, earnings, or share premiums, from mergers or
contributions of which capitalization will be legally or statutorily
possible, by granting bonus shares, increasing the par value of
shares or combining these two methods;
2. resolves that the maximum nominal amount of issues that can be
decided on by the Executive Board by virtue of this delegation will
be equal to €25 million, this ceiling being distinct and separate
II
III
• set the amount and type of sums to incorporate into the capital,
IV
• establish the number of shares to issue or the amount from which
the registered shares making up share capital will be increased,
• agree the date, even retroactively, from which the new shares will
take effect and/or on which the nominal increase will take effect,
• resolves, in accordance with the provisions of Article L. 225-130
of the French Commercial Code that the disrupted rights will not
be negotiable or transferrable and that the corresponding shares
will be sold, the amounts from the sale being allocated to rights
holders no later than 30 days after the entire number of returned
shares are registered to their account,
V
• apply the fees, expenses, and rights pertaining to the capital
increase carried out to one or more reserve line items, and if
necessary, to deduct the amount necessary from one or two
reserve line items to bring the legal reserve to one tenth of share
capital after each capital increase,
VI
• establish the following terms and conditions which will be ensured,
if necessary, to preserve the rights of security holders giving
rights to future Company shares in accordance with legal and
regulatory provisions, and if necessary, with applicable contractual
stipulations,
• take any measures necessary to ensure the completion of the
capital increase,
• record the completion of the capital increase, make any correlating
amendments to the Articles of Association, complete any
documentation and formalities pertaining thereto and in general,
do all that is necessary.
VII
Fifteenth resolution (Delegation of authority to the Executive
Board to issue shares and/or marketable securities giving access,
immediately or in the future, to capital, with preferential subscription
rights).
special report, and in accordance with Articles L. 225-129 et seq.
VIII
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of the French Commercial Code, in particular Articles L. 225-129-2,
L. 225-132, and L. 228-92 of said Code:
increase share capital one or several times, with shareholder
preferential subscription rights, in the proportion and timeline
that it deems fit, by issuing ordinary shares and/or marketable
securities giving access, immediately or eventually, to a quota lot
of the Company’s capital, in France or abroad, in euros or foreign
currencies. These shares and marketable securities may be
subscribed for in cash or by compensation with cash receivables
and debt due. It is specified that the issuance of any shares or
marketable securities giving access to shares with preference is
prohibited;
2. resolves that the maximum nominal amount of capital increases
likely to be carried out immediately or in the future by virtue of this
delegation cannot exceed €25 million, this amount nevertheless
being increased from the nominal amount of the capital increase
resulting from the issue of shares, if necessary, in accordance
with legal and regulatory provisions, and applicable contractual
stipulations where applicable, to preserve the rights of those
holding marketable securities giving rights to capital. The nominal
amount of any capital increase carried out in accordance with
this delegation will apply to the ceiling defined in the twenty-first
resolution of this Shareholders’ Meeting;
3. resolves that the maximum nominal amount of marketable security
issues representing debt instruments giving access to capital,
likely to be carried out by virtue of this delegation cannot exceed
a nominal amount of €100 million or the counter-value of this
amount in the event that it is issued in another currency. The
nominal amount of any marketable security issues representing
debt instruments giving access to capital, likely to be carried out in
accordance with this delegation shall apply to the ceiling defined
in the twenty-first resolution of this Shareholders’ Meeting;
4. resolves that this delegation, which replaces and supersedes as of
this date, the authorization conferred under the eleventh resolution
voted on by the Ordinary and Extraordinary Shareholders’ Meeting
on May 6, 2010, is valid for 26 months starting from this meeting;
5. in the event that the Executive Board uses this delegation:
• resolves that the issue(s) will be reserved by preference in the
terms defined by law to shareholders who will be able to apply as
of right to new shares,
• confers to the Executive Board the option to grant shareholders
the right to apply for excess shares for those new shares which
shall not have been applied for as of right, proportionally to the
subscription rights that they have and, in any case, within the limit
of their request,
• resolves that, if the subscriptions for excess shares, and where
applicable, applied for as of right, have not taken up all of the
issue carried out, the Executive Board can use, within the terms
provided for by law and in the order that it determines, one and/
or the other of the options provided for by Article L. 225-134 of
the French Commercial Code, namely:
Contents
• to limit the capital increase in the amount of the subscriptions
under the condition that they reach at least three quarters of
the issue initially decided upon,
II
• to freely distribute all or part of the shares issued that are not
subscribed for between the people of its choice,
• to offer to the public, on the French or international market, all
or part of the shares that were not subscribed for,
• decide that any issue of the Company’s warrants can be subject
to either a subscription offer within the terms defined above, or a
grant of bonus shares to owners of existing shares,
III
• records and resolves, where applicable, that this authorization
automatically entails by law, in favor of the bearers of shares issued,
the waiving by shareholders of their preferential subscription rights
for the shares to which the issued shares will give rights;
option to delegate said powers to its Chairman and/or one of
its members, with the Chairman’s approval, within the terms set
forth by law and the Articles of Association, to implement this
delegation and notably to:
IV
• to establish the conditions of the capital increase(s) and/or the
issue(s),
• to determine the number of shares and/or marketable securities
to issue, their issue price as well as the amount of the premium,
the release of which can, where applicable, be requested at the
time of issue,
V
• to determine the dates and terms of issue, the type and form
of shares to create, which can, in particular, take on the form of
subordinate shares or not, with a determined duration or not, and
in particular, in the event that marketable securities representing
debt instruments, their interest rate, their duration, their fixed or
variable redemption price, with or without premium and terms of
amortization,
• to determine the release mode of shares and/or securities issued,
VI
• to set, if necessary, the terms of exercise of rights attached
to shares issued or to issue and, notably, fix the date, even
retroactively, from which the new shares will take effect, as well
as any other terms and conditions of carrying out the issue(s),
• to set the terms according to which the Company shall have, where
applicable, at any moment or during the determined periods, the
option to purchase or exchange shares issued or to issue,
• to make a provision for the option to possibly suspend the
exercise of rights attached to shares during a maximum three
month timeline,
VII
• to establish the following terms and conditions which will be
ensured, if necessary, to preserve the rights of security holders
giving rights to future Company shares in accordance with legal
and regulatory provisions, and if necessary, with applicable
contractual stipulations,
• at its sole discretion, to offset the costs, expenses and rights
involved in the capital increase(s) against the amount of the
VIII
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premiums pertaining to such increases and deducting from this
amount the amounts required to bring the legal reserve to onetenth of the new share capital after each capital increase,
• to determine the terms according to which the Company shall
have the option, where applicable, to purchase warrants, at any
moment or during the determined periods, with a view to cancel
them, in the event that marketable securities giving rights to capital
securities upon the presentation of warrants are issued,
• generally, pass any agreements, notably to ensure the completion
of the planned transaction(s), take any measures and carry out
any useful financial formalities of securities issued by virtue of this
delegation, as well as the exercise of rights attached thereto, to
record each capital increase carried out, modify the correlating
Articles of Association, and in general, do all that is necessary.
Sixteenth resolution (Delegation of authority to the Executive Board
to issue shares and/or securities giving access, immediately or in
the future, to capital, without preferential subscription rights, by a
public offering, or in connection with a takeover bid comprising a
share exchange offer).
Special report, and in accordance with Articles L. 225-129 et seq.
L. 225-135, L. 225-136, and L. 225-148 of said Code, as well as
the provisions of Article L. 228-92 of the same Code:
increase share capital one or several times, through a public
offering, without shareholder preferential subscription rights, in
the proportion and timeline that it deems fit, by issuing ordinary
shares and/or marketable securities giving access, immediately
or eventually, to a quota lot of the Company’s capital, in France
or abroad, in euros or foreign currencies. These shares and
marketable securities may be subscribed for in cash or by
compensation with cash receivables and debt due, or by
contributing shares to the Company that meet the requirements
set forth by Article L. 225-148 of the French Commercial Code
as part of a takeover bid including a share exchange offer initiated
by the Company. It is specified that the issue of any shares or
marketable securities giving access to preferred shares is
prohibited;
2. resolves that the maximum nominal amount of capital increases
likely to be carried out immediately or in the future by virtue of this
delegation cannot exceed €25 million, this amount nevertheless
being increased from the nominal amount of the capital increase
resulting from the issue of shares, if necessary, in accordance
with legal and regulatory provisions, and applicable contractual
stipulations where applicable, to preserve the rights of those
holding marketable securities giving rights to capital and including
this if the shares are issued to pay for securities that would be
contributed to the Company as part of a takeover bid including a
share exchange offer on the securities that meet the conditions set
forth in Article L. 225-148 of the French Commercial Code. The
nominal amount of any capital increase carried out in accordance
Contents
II
with this delegation shall be applied to the ceiling mentioned in
the twenty-first resolution of this Shareholders’ Meeting;
debt instruments, giving access to capital likely to be carried out in
accordance with this delegation shall apply to the ceiling defined
in the twenty-first resolution of this Shareholders’ Meeting;
III
this date, the authorization conferred under the twelfth resolution
on May 6, 2010, is valid for 26 months starting from this meeting;
5. resolves to remove shareholder preferential subscription rights
to shares and marketable securities issued by virtue of this
delegation, it being specified that the Executive Board can confer
to shareholders a priority subscription option, on all or part of the
issue, during the timeline and according to the terms that it sets
forth in accordance with the provisions of Article L. 225-135 of the
French Commercial Code, this subscription priority not creating
negotiable rights, but can be exercised both as of right for new
shares and as excess shares;
IV
6. records and resolves, where applicable, that this authorization
automatically entails by law, in favor of the bearers of shares
issued, the waiving by shareholders of their preferential
subscription rights for the shares to which the issued shares will
give rights;
V
7. resolves that the amount of the offset coming back from or that
can subsequently come back from the Company for each of
the shares issued or to issue as part of this delegation will be
at least equal to the average weighted listing price of the last
three trading days prior to the date that the issue price is set,
possibly less than the discount provided for by the legislation
and regulations currently in effect. This average will be corrected,
where applicable, in the event that there is a difference between
the maturity dates. The issue price of marketable securities
giving access to capital will be such that the amount received
immediately by the Company, plus that which the Company is
likely to receive subsequently, where applicable, be, for each share
issued due to the issue of these other marketable securities, at
least equal to the issue price defined above;
VI
VII
8. resolves that, if the subscriptions have not taken up all of the issue
carried out, the Executive Board can use one or the other of the
below options (or several of them) as it sees fit:
• limit the amount of the issue considered in the amount of the
subscriptions under the condition that they reach at least three
quarters of the issue initially decided upon,
• to freely distribute all or part of the shares issued that are not
subscribed for between the people of its choice,
VIII
• offer to the public, on the French or international market, all or part
of the shares that were not subscribed for;
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9. explicitly authorizes the Executive Board to make use, in all or
part, of this delegation of authority, in order to pay for securities
that would be contributed to the Company as part of a takeover
bid including a share exchange offer initiated by the Company on
marketable securities issued by any company meeting the terms
set forth in Article L. 225-148 of the French Commercial Code,
and in the terms and conditions set forth in this resolution (except
for constraints pertaining to issue prices established in paragraph
7 above);
10.resolves that the Executive Board will have full powers, with the
• establish the conditions of the capital increase(s) and/or the
issue(s),
Contents
stipulations,
• at its sole discretion, to offset the costs, expenses, and rights
premiums pertaining to such increases and deducting from
this amount the amounts required to bring the legal reserve to
one-tenth of the new share capital after each capital increase,
any useful financial formalities of securities issued by virtue of
this delegation, as well as the exercise of rights attached thereto,
• determine the number of shares and/or marketable securities to
issue, their issue price as well as the amount of the premium,
time of issue,
Seventeenth resolution (Delegation of authority to the Executive
Board to issue shares and/or marketable securities giving access,
subscription rights, in connection with an offering referred to in
Section II of Article L. 411-2 of the French Monetary and Financial
Code).
• determine the dates and terms of issue, the type and form of
shares to create, which can, in particular, take on the form of
amortization,
special report, and in accordance with Articles L. 225-129 et seq.
L. 225-135, L. 225-136, as well as the provisions of Article L. 228-92
of the same Code:
• determine the release mode of ordinary shares and/or securities
issued,
increase capital, as part of an offer as per Section II of Article
L. 411-2 of the French Monetary and Financial Code, and within
the limit of 20% of the Company’s capital (such as the one that
existed on the date of the transaction) per 12-month period, one
or several times, without shareholder preferential subscription
rights, in the proportion and timeline that it deems fit, by issuing
ordinary shares and/or marketable securities giving access,
immediately or eventually, to a quota lot of the Company’s capital,
in France or abroad, in euros or foreign currencies. These shares
and marketable securities may be subscribed for in cash or by
compensation with cash receivables and debt due. It is specified
that the issuance of any shares or marketable securities giving
access to shares with preference is prohibited. The nominal
amount of any capital increase carried out in accordance with
this delegation shall apply to the ceiling defined in the twenty-first
resolution of this Shareholders’ Meeting;
• set, if necessary, the terms of exercise of rights attached to
securities issued or to issue and, notably, fix the date, even
retroactively, starting from the time when the new shares reach
maturity, as well as any other terms and conditions of carrying
out the issue(s),
• set the terms according to which the Company shall have, where
• make a provision for the option to possibly suspend the exercise
of rights to shares during a maximum three month timeline,
• more particularly, in the event that securities are issued to pay for
securities contributed as part of a takeover bid including a share
exchange offer initiated by the Company:
• agree the list of securities to contribute to the exchange,
• set the terms of issue, the par value of the exchange, as well as,
if necessary, the amount of the cash balancing payment to pay,
• determine the terms of issue, either as part of a public
exchange offering or as part of a public purchase or exchange
offering, accompanied by a public exchange offering or a
public purchase offer failing that, either an alternative public
purchase or exchange offering, or any other form of takeover
bid in accordance with the law and regulations applicable to
said public offering,
II
debt instruments, giving access to capital, likely to be carried
out in accordance with this delegation shall apply to the ceiling
defined in the twenty-first resolution of this Shareholders’ Meeting;
III
IV
V
VI
VII
VIII
3. resolves that this delegation, which replaces and supersedes
as of this date, the authorization conferred under the thirteenth
resolution voted on by the Ordinary and Extraordinary
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Shareholders’ Meeting on May 6, 2010, is valid for 26 months
starting from this meeting;
4. resolves to remove shareholder preferential subscription rights
to shares and marketable securities issued by virtue of this
delegation;
5. records and resolves, where applicable, that this authorization
automatically entails by law, in favor of the bearers of shares
issued, the waiving by shareholders of their preferential
subscription rights for the shares to which the issued shares will
give rights;
6. resolves that the amount of the offset coming back from or that
can subsequently come back from the Company for each of
the shares issued or to issue as part of this delegation will be
at least equal to the average weighted listing price of the last
three trading days prior to the date that the issue price is set,
possibly less than the discount provided for by the legislation
and regulations currently in effect. This average will be corrected,
likely to receive subsequently, where applicable, be, for each share
least equal to the issue price defined above;
7. resolves that, if the subscriptions have not taken up all of the issue
carried out, the Executive Board can use one or the other of the
below options (or several of them) as it sees fit:
• limit the amount of the issue considered in the amount of the
subscriptions under the condition that they reach at least three
quarters of the issue initially decided upon,
• freely distribute all of part of the shares issued that are not
subscribed for between the people of its choice;
• to establish the conditions of the capital increase(s) and/or the
issue(s),
• determine the number of shares and/or marketable securities to
issue, their issue price as well as the amount of the premium,
time of issue,
• determine the dates and terms of issue, the type and form of
shares to create, which can, in particular, take on the form of
amortization,
• determine the release mode of ordinary shares and/or securities
issued,
Contents
II
• set, if necessary, the terms of exercise of rights attached to
securities issued or to issue and, notably, fix the date, even
retroactively, starting from the time when the new shares reach
maturity, as well as any other terms and conditions of carrying
out the issue(s),
• set the terms according to which the Company shall have, where
III
• make a provision for the option to possibly suspend the exercise
of rights for these shares during a maximum three month timeline,
stipulations,
• at its sole discretion, to offset the costs, expenses, and rights
premiums pertaining to such increases and deducting from this
amount the amounts required to bring the legal reserve to onetenth of the new share capital after each capital increase,
IV
any useful financial formalities of securities issued by virtue of
this delegation, as well as the exercise of rights attached thereto,
V
Eighteenth resolution (Authorization to the Executive Board, to set
the issue price in the event of the issue of shares or securities giving
access, immediately or in the future, to capital, without preferential
subscription rights, representing up to 10% of share capital).
Special report, and in accordance with Articles L. 225-136 1° of the
French Commercial Code:
VI
1. authorizes the Executive Board, for a 26-month period starting
from the date of this Shareholders’ Meeting, for each of the issues
decided upon as part of the delegations granted by the preceding
sixteenth and seventeenth resolutions and within a limit of 10%
of the Company’s capital (such as that which existed as of the
date of the transaction) per 12-month period, to preceding upon
the terms of setting the price defined by the aforementioned
resolutions and to set the ordinary shares’ issue price and/or the
marketable securities giving immediate or future access to the
capital issued, according to the following terms and conditions:
VII
a) the issue price for ordinary shares will be at least equal to the
closing listing price of the Company share on the Euronext Paris
Exchange during the last trading day prior to its establishment,
possibly less than the maximum 20% discount,
VIII
b) the issue price of marketable securities giving immediate or
future access to capital will be such that the amount received
likely to receive subsequently will be, for each ordinary share
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least equal to the amount defined in paragraph “a)” above;
2. resolves that the total nominal amount of any of the Company’s
capital increases resulting from issues carried out in accordance
with this delegation shall be applied to the €25 million capital
increase ceiling defined in the twenty-first resolution of this
The Executive Board can, within the limits that have been previously
set, delegate the power that is conferred to it for this resolution to its
Chairman and/or one of its members, with the Chairman’s approval,
and within the terms set forth by law and the Articles of Association.
This authorization cancels and replaces the fourteenth resolution
voted for by the Ordinary and Extraordinary Shareholders’ Meeting
held on May 6, 2010.
Nineteenth resolution (Authorization 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).
special report, and in accordance with Articles L. 225-135-1 and
R. 225-118 of the French Commercial Code:
1. authorizes the Executive Board, for a 26-month period starting
from the date of this Shareholders’ Meeting, to increase the
number of shares, securities or marketable securities to issue
in the event that the Company increases capital, with or without
preferential subscription rights, within the time lines and limits
defined by applicable regulations on the date of the issue (i.e.
on the day of this Shareholders’ Meeting within 30 days from
the closure of the subscription and within the limit of 15% of the
initial issue) and at the same price that was retained for the initial
issue;
2. resolves that the nominal amount of any of the Company’s capital
increases in accordance with this delegation shall be applied to
the €25 million capital increase ceiling defined in the twenty-first
resolution of this Shareholders’ Meeting.
This resolution cancels and replaces the fifteenth resolution voted
for by the Ordinary and Extraordinary Shareholders’ Meeting held
on May 6, 2010.
Twentieth resolution (Delegation of powers to the Executive Board to
issue shares and/or marketable securities, giving access, immediately
or in the future, to capital, in consideration for contributions in kind
granted to the Company).
The Shareholders’ Meeting, voting in accordance with quorum
and majority rules for Extraordinary Shareholders’ Meetings, after
having reviewed the Executive Board’s report and the Statutory
Auditors’ special report, and in accordance with the provisions of
Article L. 225-147 paragraph 6 of the French Commercial Code:
1. delegates to the Executive Board the powers necessary to issue
shares and/or marketable securities giving immediate or future
access to the Company’s capital, within the limit of 10% of share
capital at the time of issue, with a view to pay for the contributions
in kind granted to the Company and made up of shares of
capital or marketable securities giving access to capital, when
the provisions of Article L. 225-148 of the French Commercial
Contents
Code are not applicable. It is specified that the nominal amount
of any of the Company’s capital increases in accordance with
this delegation shall be applied to the €25 million capital increase
ceiling defined in the twenty-first resolution of this Shareholders’
Meeting;
2. resolves, if necessary, to remove, for bearers of equity securities
or marketable securities giving access to capital, shareholder
preferential subscription rights to shares and/or marketable
securities giving access to capital, subject to contributions in
kind, which will be issued by virtue of this delegation;
II
III
3. records that this delegation implies the shareholders’ waiver of
their preferential subscription rights to the Company shares to
which the marketable securities which would be issued based
on this delegation could be given right, and for bearers of
marketable securities giving access to capital issued by virtue of
this resolution;
4. specifies that, in accordance with law, the Executive Board
will give a ruling on the contributions auditor (“Commissaires
aux apports”), mentioned in Article L. 225-147 of the French
Commercial Code;
5. resolves that the Executive Board will have full powers to this effect,
notably to set the terms and conditions of the transaction within
the limits of the applicable legislative and regulatory provisions,
to approve the assessment of the contributions and concerning
said contributions, to record the completion, to apply all charges,
fees, and rights on the premiums, the balance receiving any
appropriation decided on by the Executive Board, or by the
Ordinary Shareholders’ Meeting, to increase the share capital
and modify the correlating Articles of Association, and generally
make any useful or necessary provision, sign any agreements,
carry out any act or formality to successfully complete the planned
issue;
this date, the authorization conferred under the sixteenth resolution
on May 6, 2010, is valid for 26 months starting from this meeting.
IV
V
VI
Twenty-First resolution (Total limitations of the amount of issues
carried out, pursuant to the fifteenth through twentieth resolutions).
special report, resolves to set, in addition to the individual ceilings
defined in the fifteenth through twentieth resolutions, the total limit of
issue amounts that can be decided upon in virtue of said resolutions
as follows:
a) the maximum nominal amount of share issues that can be made
directly or upon presenting securities representing debts or not, by
virtue of the fifteenth through twentieth resolutions cannot exceed
€25 million, this amount nevertheless being increased from the
nominal amount of the capital increase resulting from the issue of
shares to potentially sell, in accordance with legal and regulatory
provisions, and applicable contractual stipulations where
applicable, to preserve the rights of those holding marketable
securities giving rights to capital, it being specified that this limit
will not apply to:
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• capital increases carried out pursuant to the eighteenth resolution
of the Shareholders’ Meeting on May 6, 2010,
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• capital increases resulting from the subscription of shares by
employees or corporate officers of the Company and its affiliates,
carried out in accordance with the seventeenth resolution of the
Shareholders’ Meeting on May 17, 2011,
5. confers full powers to the Executive Board, with the option to
delegate said powers in the terms provided for by law, to establish
the terms and conditions of implementing capital increase(s)
decided on by virtue of this resolution, notably to:
• capital increases carried out in accordance with the
twenty-second resolution of this Shareholders’ Meeting,
• determine the companies for which the employees can benefit
from the subscription offer,
• capital increases carried out in accordance with the
twenty-third resolution of this Shareholders’ Meeting;
• establish the number of new shares to issue and their maturity
date,
b) the total maximum nominal amount for issues of marketable
securities representing debt instruments that may be decided
upon by the Executive Board by virtue of the fifteenth through
twentieth resolutions is fixed at €100 million.
• establish, as permitted by law, the terms of issue of new shares
and the timelines granted to employees to exercise their rights,
Twenty-Second resolution (Delegation of authority to the Executive
Board to increase capital by issuing shares and/or marketable
securities giving access, immediately or in the future, to capital,
reserved for members of a company savings plan).
Special report, and in accordance with Articles L. 225-129 et seq.
and L. 225-138-1 of the French Commercial Code, and Articles
L. 3332-1, and L. 3332-18 et seq. of the French Labor Code,
increase the Company’s share capital by a total maximum
nominal amount of €100,000, one or several times, by issuing
new shares in cash and/or marketable securities giving access to
the Company’s capital reserved for employees of the Company
or its affiliates according to Article L. 225-180 of the French
Commercial Code and L. 3344-1 of the French Labor Code,
subscribing directly or through a broker, for one or more company
mutual funds, once these employees are members of a company
savings plan. It is specified that this ceiling is distinct and separate
from the ceiling defined in the twenty-first resolution;
2. authorizes the Executive Board, as part of its capital increases,
to freely grant shares and/or marketable securities giving access
to capital, it being understood that the benefit resulting from this
grant under the rebate and/or discount cannot exceed the limits
defined in Article L. 3332-21 of the French Labor Code;
3. resolves to remove preferential shareholder subscription
rights for these employees when subscribing for shares and
marketable securities giving access to the Company’s capital
that can be issued by virtue of this delegation and to waive all
rights to shares and marketable securities giving access to the
Company’s share capital that are eligible for free grant based
on this resolution;
4. resolves that the share subscription price of new shares or
marketable securities giving access to the Company’s share
capital issued pursuant to this delegation will be set by the
Executive Board in accordance with the provisions of Article
L. 3332-19 of the French Labor Code;
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• establish the timelines and terms of release for new shares, it being
specified that this time line may not exceed three years,
• apply the fees of the capital increase(s) on the amount of premiums
pertaining thereto,
• record the completion of the capital increase(s), up to the amount
of shares subscribed for and modify the correlating Articles of
Association,
IV
• carry out any transactions and formalities deemed necessary to
complete the capital increase(s).
This delegation, which replaces and supersedes as of this date, the
authorization conferred under the eighteenth resolution voted on by
the Ordinary and Extraordinary Shareholders’ Meeting on May 6,
2010, is valid for 26 months starting from this meeting.
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Twenty-Third resolution (Authorization for the Executive Board to
grant bonus shares to the employees and corporate officers of the
Company or its affiliates).
special report, and in accordance with Articles L. 225-197-1 et seq.
of the French Commercial Code:
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1. authorizes the Executive Board to grant bonus existing shares,
one or several times, or to issue from the Company;
2. resolves that the beneficiaries of grants can, under the provisions
of Article L. 225-197-6 of the French Commercial Code, be
corporate officers who fulfill the conditions of Article L. 225-197-1,
Section II of the French Commercial Code, the employees of the
Company and/or companies that are directly or indirectly related
to it under the provisions of Article L. 225-197-2 of the French
Commercial Code;
VII
3. resolves that the Executive Board will determine the identity of
the grant beneficiaries as well as the criteria and conditions of the
share grant, notably the durations of the acquisition and vesting
periods and the number of shares per beneficiary;
4. resolves that the total number of bonus shares granted pursuant
to this resolution cannot exceed 2% of the share capital on the
day of the Executive Board decision, not taking into account the
additional shares to issue to grant to preserve the beneficiaries’
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rights in the event that transactions are carried out on the
Company’s capital during the acquisition period;
5. resolves that the grant of shares to their beneficiaries will be
vested after a two-year minimum acquisition period, the minimum
vesting period for shares by beneficiaries being set at two years
starting from the definitive grant of shares, it being specified that
for the shares granted whose minimum acquisition period would
be set at four years, the minimum duration of the vesting period
can be removed so that said shares will be freely transferrable
upon their definitive granting;
6. resolves that in the event that a beneficiary’s classification in
the second or third categories defined in Article L. 341-1 of the
French Social Security Code is invalid, the shares granted to him/
her will be definitively granted before the term of the acquisition
period remaining, in this last case, the said shares will be freely
transferrable starting from their vesting date;
7. authorizes the Executive Board to adjust, if necessary, during
the acquisition period, the number of bonus shares granted
contingent upon the potential transactions on the Company’s
capital to preserve beneficiary rights;
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8. records that in the event of a grant of bonus shares to issue,
this decision implies that shareholders waive, for beneficiaries of
said shares for the reserved portion, share premiums or earnings
which, where applicable, will serve in the event that new shares
are issued;
9. resolves that this delegation, which replaces and supersedes
as of this date, the authorization conferred under the twentyfirst resolution voted on by the Ordinary and Extraordinary
Shareholders’ Meeting on May 28, 2009, is valid for 38 months
starting from this meeting.
The meeting delegates full powers to the Executive Board, with the
option to delegate said powers to the Chairman and/or to one of its
members in the terms set forth by law and the Articles of Association,
to implement this delegation, notably in order to determine the dates
and terms of grants and generally make any useful provisions and
sign any agreements to successfully complete the planned grants,
record the capital increase(s) resulting from any grant carried out by
using this delegation and modify the correlating Articles of Association.
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Twenty-Fourth resolution (Powers to carry out formalities).
The Shareholders’ Meeting grants full powers to the Chairman of the
Executive Board or his representatives, and bearers of these minutes
or of a copy or extract thereof, for the purpose of all necessary filings,
registrations and formalities.
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4. Executive Board’s report on the presentation
of resolutions to be submitted
to the Annual Shareholders’ Meeting
The shareholders are invited to an Ordinary and Extraordinary
Shareholders’ Meeting on May 3, 2012, to approve 24 resolutions.
Some of these resolutions are to be voted on at the Ordinary
Shareholders’ Meeting and some will be put to vote at the
Extraordinary Shareholders’ Meeting.
We request, as part of the ordinary resolutions, your approval of the
Company and consolidated financial statements for the year ending
December 31, 2011, the payment of a dividend of €1.69 per share,
and of the Statutory Auditors’ report on regulated agreements (the first
to the fourth resolution), in light of the Executive Board’s report, the
observations of the Supervisory Board, and the Statutory Auditors’
report on the Company and consolidated financial statements.
We also request, as part of the ordinary resolutions, to approve the
renewal of the terms of office of three members of the Supervisory
Board (Messrs. Le Gentil, Monnier, and Zarifi) for a duration of four
years which will expire at the end of the Ordinary Shareholders’
Meeting to approve the financial statements for the year ending
December 31, 2015, to appoint a new member to the Supervisory
Board (Ms. Roux de Bezieux) for a duration of four years which will
expire at the end of the Ordinary Shareholders’ Meeting to approve
the financial statements for the year ending December 31, 2015,
to renew the company Mazars’ Primary Statutory Auditors’ term of
office and Mr. Jean-Louis Simon’s substitute Statutory Auditor’s term
of office for a duration of six years which will expire at the end of the
Ordinary Shareholders’ Meeting to approve the financial statements
for the year ending December 31, 2017 and to determine the total
amount of attendance fees allocated to the Supervisory Board for
the year ending December 31, 2012.
In addition, we submit for your authorization a Company share
buyback program (twelfth resolution). The details of this program
are set out in the Registration Document placed at your disposal.
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Lastly, we wish to remind you that a report on trends in Company
business during the course of 2011, and since the start of 2012, is
provided in the Registration Document made available to you.
The extraordinary resolutions propose:
• to renew the authorization given to the Executive Board to reduce
share capital by canceling shares bought in the share buyback
programs, in one or more transactions, up to a limit of 10% per
24-month period (thirteenth resolution);
• to renew the Executive Board’s authorizations to increase capital:
• authorization to increase share capital by capitalizing reserves,
profits, or issue, merger or contribution premiums (fourteenth
resolution),
• authorization to increase share capital by issuing shares and/
or marketable securities giving access, immediately or in the
future, to capital, with preferential subscription rights (fifteenth
resolution)The maximum amount of share issues, either directly
or through presenting securities representing debt is €25 million.
The maximum amount of marketable security issues
representing debt is €100 million,
• authorization to increase share capital by issuing shares and/
or marketable securities giving access, immediately or in the
future, to Company shares, without preferential subscription
rights and a public offering, or in order to pay for securities that
will be contributed to the Company as part of a takeover bid
comprising a share exchange offer (sixteenth resolution).
The maximum amount of share issues, either directly or through
presenting securities representing debt is €25 million.
representing debt is €100 million.
The amount of the offset coming back from or that can
subsequently come back from the Company for each of the
shares issued or to issue as part of this delegation will be at
least equal to the average weighted listing price of the last three
trading days prior to the date that the issue price is set, possibly
less than the discount provided for by the legislation and
regulations currently in effect. This average will be corrected,
immediately by the Company, plus that which the Company
is likely to receive subsequently, where applicable, will be, for
each share issued due to the issue of these other marketable
securities, at least equal to the issue price defined above (subject
to applicable provisions as part of a takeover bid including a
share exchange offer).
If necessary, the placement of securities issued will be made
according to the market uses concerned on the issue date.
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These last two authorizations allow the Executive Board to have
a certain amount of flexibility, in the event that they need or want
to carry out immediate or deferred capital increases, without
having to summon a Shareholders’ Meeting,
• authorization to increase share capital, as part of an offer as per
Section II of Article L. 411-2 of the French Monetary and Financial
Code, and within the limit of 20% of the Company’s capital
(such as the one that existed on the date of the transaction) per
12-month period, without shareholder preferential subscription
rights, by issuing ordinary shares and/or marketable securities
giving access, immediately or eventually, to a quota lot of the
Company’s capital (seventeenth resolution).
III
The amount of the offset coming back from or that can
subsequently come back from the Company for each of the
shares issued or to issue as part of this delegation will be at
least equal to the average weighted listing price of the last three
trading days prior to the date that the issue price is set, possibly
less than the discount provided for by the legislation and
regulations currently in effect. This average will be corrected,
likely to receive subsequently, will be, for each share issued due
to the issue of these other marketable securities, at least equal
to the issue price defined above.
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V
If necessary, the placement of securities issued will be made
according to the market uses concerned on the issue date.
representing debt is €100 million.
This increase allows the Executive Board to have the possibility,
by private placement, to quickly and flexibly collect the financial
means necessary for the Company’s growth,
VI
• authorization to set the issue price in the event of the issue
of shares or securities giving access to capital, without
preferential subscription rights, to establish the price of capital
increases representing up to 10% of share capital (eighteenth
resolution),
• authorization to increase the number of shares, securities or
marketable securities to issue in the event that the Company
increases capital, with or without preferential subscription rights,
within the timelines and limits defined by applicable regulations
on the date of the issue (i.e. on the day of this Shareholders’
Meeting within thirty days from the closure of the subscription
and within the limit of 15% of the initial issue) and at the same
price that was retained for the initial issue (nineteenth resolution),
VII
• authorization to issue shares and/or marketable securities in
consideration for contributions in kind granted to the Company
(twentieth resolution);
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• to set the total limit of capital increases by virtue of the delegations
granted to the Executive Board (21st resolution);
• to renew the authorization given to the Executive Board to
increase capital by issuing shares and/or marketable securities
reserved for members of a company savings plan as part of the
provisions in Articles L. 225-129 et seq. and L. 225-138-1 of the
French Commercial Code, and Articles L. 3332-18 et seq. of the
French Labor Code, for a maximum nominal amount of €100,000.
The share subscription price of shares issued pursuant to this
delegation will be set by the Executive Board in accordance with
the provisions of Article L. 3332-19 of the French Labor Code
(twenty-second resolution);
• in accordance with the provisions of Articles L. 225-197-1 et seq.
of the French Commercial Code, to renew the authorization given
to the Executive Board, for a 38-month period, to grant bonus
existing shares, one or several times, or to issue from the Company
(twenty-third resolution).
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The beneficiaries can, under the provisions of Article L. 225-197-6
of the French Commercial Code, notably, be the Executive Board
Chairman, the members of the Executive Board and the employees
of the Company and/or companies that are directly or indirectly
related to it under the provisions of Article L. 225-197-2 of the French
Commercial Code.
The total number of bonus shares granted pursuant to this resolution
cannot represent more than 2% of the share capital on the day of
the Executive Board decision, not taking into account the additional
shares to issue or to grant to preserve the beneficiary rights in the
event that transactions are carried out on the Company’s capital
during the acquisition period.
Furthermore, we request that you delegate full powers to the
Executive Board to implement this delegation, notably in order to
determine the dates and terms of grants and also make any useful
provisions and sign any agreements to successfully complete the
planned grants, record the capital increase(s) resulting from any grant
carried out by using this delegation and modify the correlating Articles
of Association.
5. Observations by the Supervisory Board
on the Executive Board’s report
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IV
V
ANF Immobilier
A French Limited Company (société anonyme) with Executive and Supervisory Boards
with capital of €27,774,794
VI
Paris Trade and Companies Registry no. 568 801 377
Supervisory Board observations presented to the Ordinary
and Extraordinary Shareholders’ Meeting on May 3, 2012
VII
Dear shareholders,
In view of Article L. 225-68 of the French Commercial Code, the Supervisory Board considers that there are no observations to be made either
on the Executive Board report or on the financial statements for the fiscal year ending December 31, 2011, and it encourages the Shareholders’
Meeting to adopt all the resolutions proposed to it by the Executive Board.
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6. Special Executive Board report on
stock options granted to corporate officers
and employees
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ANF Immobilier
A French Limited Company (société anonyme) with Executive and Supervisory Boards
IV
Special Executive Board report on stock options
In accordance with the provisions of Article L. 225-184 of the French Commercial Code, your Executive Board provides you with information
in its special report on the transactions carried out pursuant to the provisions of Articles L. 225-177 to L. 225-186 of the French Commercial
Code regarding stock options.
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During the year ending December 31, 2011, acting in accordance with the authorization granted by the Ordinary and Extraordinary Shareholders’
Meeting on May 17, 2011, in its seventeenth resolution, and to the Supervisory Board’s decision on December 14, 2011, the Executive Board,
in its meeting on December 22, 2011, made an allocation of stock options, the main features of which are set out in the table below:
II
2011 plan
May 17, 2011
December 22, 2011
168,872
Options allocated to corporate officers
135,542
III
Corporate officers:
Bruno Keller
85,269
41,107
Ghislaine Seguin
9,166
Top 10 recipients who are non-corporate officer
employees
30,840
IV
Expiration Date
December 22, 2021
Purchase price
€27.54(1)
Terms of exercise
Vesting of options by phase(2):
• the first third of the options will be vested after a two-year period,
i.e. December 22, 2013;
• the second third of the Options will be vested after a three year period,
i.e. December 22, 2014;
• the last third of the options will be vested after a four-year period,
i.e. December 22, 2015 (subject to performance conditions).
Number and price of shares purchased on
December 31, 2011
-
Corporate officers
-
Top ten recipients who are non-corporate officer
employees
-
Total number of stock options cancelled or forfeited
-
Total number of stock options still to be exercised
168,872
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(1) This price being the average of the prices quoted for ANF Immobilier shares in the 20 trading days held between November 25, 2011 and December 22, 2011 and
preceding the date of the Executive Board meeting to decide on the allocation of stock options.
(2) Please note that where beneficiaries of stock options do not have four years’ service by the expiration date of one of the vesting periods referred to above,
the options corresponding to such period will be subject to a vesting period until such time as said beneficiary has four years’ service with the Company.
INFORMATION ON STOCK OPTIONS
VII
Stock options granted to
each corporate officer and options
exercised by corporate officers
Number of options allocated/shares
subscribed for or purchased
Price
Options granted during the fiscal year to
each corporate officer by ANF Immobilier
and by any Group company (list of names)
Bruno Keller: 85,269
Xavier de Lacoste Lareymondie: 41,107
Ghislaine Seguin: 9,166
€27.54
December 22, 2021 December 22, 2011
Options exercised during the fiscal year
by each corporate officer (list of names)
-
-
-
Expiration date
Plan
-
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Options granted to the top ten Company employees
who are not corporate officers and who have been granted
options and the options exercised by them
Number of options
allocated/shares subscribed Weighted
for or purchased
average price
Plan
Options granted during the fiscal year by ANF Immobilier and any
company able to grant such options to the top ten employees
of the issuer and any of the aforementioned companies, the number
of options thus granted being the highest (overall information)
30,840
€27.54
December 22, 2011
Options held against the issuer and the companies mentioned
above, exercised, during the fiscal year, by the top ten employees
of the issuer and of the aforementioned companies, the number
of options thus purchased or subscribed being the highest
(overall information)
-
-
-
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7. Supervisory Board Chairman report
on internal control and risk management
ANF Immobilier
V
A French Limited Company with Executive and Supervisory Boards
VI
Supervisory Board Chairman report prepared
in accordance with Article L. 225-68 of the French
Commercial Code
In accordance with law, the Chairman of the Supervisory Board
includes in this report:
• special procedures relating to shareholders’ participation in
Shareholders’ Meetings;
• the composition of the Supervisory Board and the application of
the principle of balanced representation of men and women among
its members;
• principles and rules ordered by the Supervisory Board to determine
compensation and benefits of any kind given to corporate
officers, as well as the publication of the information referred to in
Article L. 225-100-3 of the French Commercial Code.
• the conditions of preparation and organization of the Supervisory
Board’s work;
• internal control and risk management processes implemented by
the Company;
• the principles applied by the Company in terms of Corporate
Governance;
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The internal control mechanism has been set up to cover the five
major components listed below in order to ensure their effective
implementation:
• appropriate organization;
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• internal distribution of pertinent and reliable information;
• a system for tracking, analyzing, and managing risks;
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• monitoring procedures;
• continuous surveillance of procedures.
This internal control mechanism makes it possible:
• on the one hand, to ensure that the acts of management and
transactions implemented, as well as employees’ behavior, are in
line with the Company’s business model as dictated by corporate
management bodies, applicable laws and regulations, and internal
Company values, standards, and regulations;
• on the other, to verify that the accounting, financial, and
management information received by the corporate management
bodies accurately and fairly reflects the Company’s business
operations and current position.
One of the objectives of the internal control system is to prevent
and manage risks resulting from the Company’s business activities
and the risk of error or fraud, particularly in accounting and financial
matters. Like any control system, it cannot, however, absolutely
guarantee that such risks have been entirely eliminated.
Risk analysis is, moreover, developed further in the annual report to
be presented to the Shareholders’ Meeting.
This report was prepared in accordance with internal processes
currently in force and further to an analysis of the various relevant
departments. Furthermore, it was prepared based on the framework
established by the Financial Markets Authority on February 25, 2008.
It was reviewed by the Audit Committee on February 2, 2012 and
approved by the Supervisory Board at its meeting on February 16,
2012.
As decided by the Supervisory Board at its meeting on December 9,
2008 and made public by a press release dated December 12, 2008,
the Company refers to the AFEP/MEDEF Corporate Governance
Code of December 2008 available on the MEDEF website
(www. medef.fr) (“the Corporate Governance Code”).
In accordance with the provisions of paragraph 8 of Article L. 225-68
of the French Commercial Code, this report specifies the provisions
of the Corporate Governance Code that have been waived and the
reasons for such waiver.
Composition, conditions of preparation,
and organization of the Supervisory
Board’s work
The composition and conditions of preparation and organization of
the Supervisory Board’s work are governed by the legislation and
regulations applicable to limited companies with an Executive Board
and a Supervisory Board, the Company’s Articles of Association and
the Supervisory Board’s internal rules of procedure (the “Internal
Rules of Procedure”).
Composition of the Supervisory Board
The Supervisory Board consists of a minimum of three (3) members
and a maximum of eighteen (18) members, subject to the derogation
provided by law in the event of a merger.
The members of the Supervisory Board are appointed by the
Ordinary Shareholders’ Meeting; however, the Supervisory Board
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may co-opt replacement members in the event that one or more
positions become vacant. A replacement member is co-opted for
the remaining period of his predecessor’s appointment, subject to
ratification at the next Shareholders’ Meeting.
The number of Supervisory Board members aged over seventy
(70) cannot exceed one third of the number of sitting members of
the Supervisory Board in office. When this proportion is exceeded,
the oldest member of the Supervisory Board, with the exception
of the Chairman, ceases his duties at the end of the next Ordinary
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Throughout their terms of office, each member of the Supervisory
Board must own at least two hundred and fifty (250) shares.
The Corporate Governance Code recommends that Supervisory
Board members’ terms of office do not exceed four (4) years,
and that these terms are staggered over time. In accordance with
the Corporate Governance Code recommendations, Supervisory
Board members’ terms of office are for four (4) years. Additionally,
in order to stagger the term of office renewals, at its meeting on
December 14, 2011, the Supervisory Board conducted a random
drawing to designate four (4) members to leave per year for the next
three (3) years.
Article 8.2 of the Corporate Governance Code recommends that
the proportion of independent Directors should be at least one third
in companies with a shareholding structure and at least one half
in others. On the date of this report, six out of the 12 members
comprising the Supervisory Board are independent members.
The latter represent at least one third of the composition of the
Supervisory Board, in accordance with the recommendations of the
Corporate Governance Code.
Pursuant to L. 2011-103 of January 27, 2011, companies are required
to make efforts to balance the composition of the Supervisory Board
in terms of the representation of men and women. Furthermore, in
accordance with the Corporate Governance Code, the Supervisory
Board is required to discuss the desired balance of its composition
and that of its Committees, particularly as regards the representation
of men and women and the range of skills required, and to put in
place measures aimed at demonstrating to shareholders and to the
market that these tasks have been carried out with the necessary
independence and objectivity. As of the date of this report, in
accordance with the applicable legislative provisions and with
Article 6.3 of the Corporate Governance Code, the Supervisory Board
includes one female member. Furthermore, a proposal will be made
to the next Shareholders’ Meeting to appoint a new female member
to the Supervisory Board.
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COMPOSITION OF THE SUPERVISORY BOARD ON THE DATE
OF THIS REPORT
The Shareholders’ Meeting on May 14, 2008, appointed Messrs.
Bruno Bonnell, Alain Lemaire, Alban Liss, and Jean-Pierre Richardson
as members of the Supervisory Board, for a term of six years that will
expire at the Shareholders’ Meeting called to approve the financial
statements for the year ending on December 31, 2013. Mr. Éric Le
Gentil was co-opted by the members of the Supervisory Board on
November 17, 2008 following the resignation of Mr. Alban Liss on
September 15, 2008. Mr. Fabrice de Gaudemar was appointed
as a member of the Supervisory Board by the Shareholders’
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Meeting on May 6, 2010. The Shareholders’ Meeting on May 17,
2011, appointed Ms. Isabelle Xoual and renewed Messrs. Patrick
Sayer, Philippe Audouin, Sébastien Bazin, Jean-Luc Bret, Philippe
Monnier, and Théodore Zarifi as members of the Supervisory Board
for a four-year term that will expire at the Shareholders’ Meeting
called to approve the financial statements for the year ending on
December 31, 2015.
In order to stagger the term of office renewals, at its meeting on
December 14, 2011, the Supervisory Board conducted a random
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drawing to designate four members to leave per year for the next
three years. At the end of the random drawing, the four members
leaving in 2012 during the Shareholders’ Meeting to be held on
May 3, 2012 are Messrs. Bruno Bonnell, Éric Le Gentil, Philippe
Monnier, and Théodore Zarifi. The four members leaving in 2013 are
Ms. Isabelle Xoual and Messrs. Alain Lemaire, Jean-Luc Bret, and
Fabrice de Gaudemar. The four members leaving in 2014 are Messrs.
Patrick Sayer, Philippe Audouin, Sébastien Bazin, and Jean-Pierre
Richardson.
Name
Age
Date of appointment to the
Supervisory Board
Year of term of office expiration
Patrick Sayer
Chairman
54 years old
05/04/2005
2014
Alain Lemaire*
Vice-Chairman
62 years old
05/14/2008
2013
Philippe Audouin
55 years old
05/04/2005
2014
Sébastien Bazin*
50 years old
05/04/2005
2014
Bruno Bonnell*
53 years old
05/14/2008
2012
Jean-Luc Bret
65 years old
05/04/2005
2013
Fabrice de Gaudemar
38 years old
05/06/2010
2013
Éric Le Gentil*(1)
51 years old
11/17/2008
2012
Philippe Monnier*
69 years old
05/04/2005
2012
73 years old
05/14/2008
2014
Isabelle Xoual*
46 years old
05/17/2011
2013
61 years old
05/04/2005
2012
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(2)
(1)
(1)
Théodore Zarifi
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Definition of independent members
Pursuant to the provisions of the Internal Rules of Procedure, a
member of the Supervisory Board is, a priori, considered to be
independent when, directly or indirectly, he has no relationship
whatsoever with the Company, its Group or its management, that
may affect or compromise his freedom of judgment.
3. is not, and has not been during the last five fiscal years, a Statutory
4. is not, directly or indirectly, a material client, supplier, investment
5. have no close family ties with any of the Company’s corporate
officers;
Any member of the Supervisory Board is, a priori, considered to be
an independent member if he/she:
6. has not been a member of the Company’s Supervisory Board for
over 12 years.
years, an employee or corporate officer of the Company, its parent
company, or a company that it consolidates;
At its meeting on March 25, 2009, the Supervisory Board reviewed the
independence criteria in its Internal Rules of Procedure and decided
to incorporate the criteria set out in the Corporate Governance
Code, according to which, in order to be termed as independent,
the member in question must not be, and must not have been during
the course of the last five fiscal years, a corporate officer or employee
of its parent company (first criterion referred to above), nor have been
years, a corporate officer of a company in which the Company,
or one of its employees, designated for this purpose, holds or
has held the office of Director;
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a member of the Company’s Supervisory Board for over twelve years
(sixth criterion referred to above).
As recommended by the Corporate Governance Code and provided
by the Internal Rules of Procedure, the Supervisory Board may
consider that one of its members who meets these criteria must not
be termed as independent due to a particular situation, or conversely,
that one of its members who does not meet all these criteria, must
be termed as being independent.
Organization and Preparation of the Supervisory
Board’s work
The Supervisory Board monitors the Executive Board’s management
of the Company on a continuous basis.
The Supervisory Board’s Internal Rules of Procedure determine
how it operates and, more particularly, address the issue of
Supervisory Board membership, independence criteria, meetings,
communications to the Board, prior authorizations of the Board for
certain transactions, the creation of Committees, compensation of
the members of the Board, and conduct.
At any point throughout the year, the Supervisory Board can conduct
checks and verifications as it sees fit, and may require the Executive
Board to provide any and all documents that it considers useful to
accomplish its duties.
At least once per quarter, the Executive Board presents a report to
the Supervisory Board outlining the Company management’s main
acts or deeds, providing the Supervisory Board with all necessary
information on the Company business trends, and quarterly and
half-yearly financial statements.
At the end of each half-year, and within the regulatory time frame, the
Executive Board submits the financial statements to the Supervisory
Board for inspection and review.
The Supervisory Board presents its comments on the Executive
Board’s report and on the annual company and annual financial
statements to the Shareholders’ Meeting.
This supervision may not, under any circumstances, give rise to
acts of management being carried out directly or indirectly by the
Supervisory Board or its members.
The Supervisory Board appoints and may dismiss members of the
Executive Board, under the conditions provided by law and Article 17
of ANF Immobilier’s Articles of Association.
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draft resolutions, prior authorization of mortgage creations, asset
disposals and acquisition plans, evaluation of the Supervisory
Board’s operations;
• May 17, 2011 meeting: change in composition of the Supervisory
Board;
• June 16, 2011 meeting: Executive Board report on business in
Lyon and Marseille, financial communication and marketing of
securities, review of the financial statements for the first quarter
of 2011;
• October 26, 2011 meeting: Executive Board report on business
in Lyon and Marseille, review of the Company’s medium-term
strategy;
• December 14, 2011 meeting: Executive Board report on business
in Lyon and Marseille, review of the accounts as of September 30,
2011, report from the Compensation and Appointments
Committee, random drawing for Board member renewals.
IV
The Statutory Auditors were duly invited and took part in all
Supervisory Board meetings.
Board Committees acting on behalf of the Supervisory Board were
duly referred issues falling within their fields of competence and the
Supervisory Board followed their recommendations. Information
and documents required by members of the Supervisory Board and
Board Committees in order to perform their duties were provided
with the greatest diligence and transparency by the Executive Board.
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Evaluation of the Supervisory Board’s operations
In 2009, the Supervisory Board set up a mechanism for assessing
its operations, pursuant to the recommendations of the Corporate
Governance Code. Each Director was asked to complete a
questionnaire evaluating the operation of the Supervisory Board
and their suggestions for improving it. The subjects covered by the
questionnaire included the governance of the Company, the quality,
clarity, and exhaustiveness of the information communicated to the
Board and the improvements that could be made to enhance its
work. The responses to the questionnaire were discussed at the
Supervisory Board meeting on March 19, 2010.
Supervisory Board Committees
The Supervisory Board meets as often as the Company requires,
and at least once per quarter. It met six times in 2011, with an 88%
attendance rate.
• the inspection of the financial statements;
• March 24, 2011 meeting: Executive Board’s report on management
and business, review of the 2010 company and consolidated
financial statements, appraisal values as of December 31, 2010,
preparation for the Shareholders’ Meeting, and compilation of
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• August 31, 2011 meeting: Executive Board report on business in
Lyon and Marseille, focus on financing and financial forecasting,
appraisals as of June 30, 2011, review of the financial statements
as of June 30, 2011;
The Supervisory Board draws up draft resolutions to be submitted
to Shareholders’ Meetings for the appointment of Statutory Auditors,
as prescribed by law.
During the course of the year, the Supervisory Board, in particular,
dealt with the following issues:
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The Corporate Governance Code recommends that:
• the monitoring of internal audits;
• the selection of Statutory Auditors;
• the compensation policy; and
• the appointment of Directors and executive corporate officers;
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be subject to preparatory work by a Board Committee on the
Supervisory Board.
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The Supervisory Board created, in accordance with paragraph 6
of Article 14 of the Company’s Articles of Association, its own
Audit Committee, Properties Committee, and a Compensation
and Appointments Committee which, each within its own field of
competence, is responsible for dealing with the issues covered by
the Corporate Governance Code.
The Supervisory Board establishes the composition and appoints
such Committees, which act under its authority. These three Board
Committees are permanent Committees. Their particular missions
and operating rules are defined by internal rules.
Each Committee has between three and seven members appointed
in their own names, who cannot delegate representatives. They are
appointed at the Supervisory Board’s discretion, thereby ensuring
that they include independent Board members.
Committee members’ terms of office correspond to their terms as
Supervisory Board members; however, the Supervisory Board may,
at any time, change the composition of the Committees, thereby
ending any Committee member’s term.
The Corporate Governance Code recommends that the different
Supervisory Board Committees should contain a certain percentage
of independent members, i.e.:
• two thirds for the Audit Committee (Article 14.1);
• a majority for the Compensation and Appointments Committee
(Article 16.1).
Within ANF Immobilier, Board Committees acting on behalf of the
Supervisory Board all comprise members deemed independent
according to the criteria listed above, their number in compliance
with Corporate Governance Code recommendations. Currently, the
Audit Committee only has one independent member.
Due to the quality of the work produced by the Audit Committee
and the competence and specialized knowledge of its members,
the Supervisory Board does not believe there to be any justification
for changing the composition of the Committee since it enables said
Committee to operate effectively.
Each Committee issues proposals, recommendations and opinions
within its field of competence. For this purpose, it may conduct any
and all studies likely to clarify the deliberations of the Supervisory
Board, or request that said studies be conducted.
THE AUDIT COMMITTEE
This Committee consists of three Board members: Messrs. Philippe
Audouin (Chairman), Théodore Zarifi, and Henri Saint Olive until
May 17, 2011. Mr. Henri Saint Olive’s Supervisory Board member term
of office not having been proposed for renewal, Mr. Éric Le Gentil(1)
replaced him starting from May 17, 2011. Starting from this date,
the Committee includes one independent member. Nevertheless, it
was not deemed necessary to appoint any independent members
as the three members of said Committee have the accounting and
finance expertise they need to accomplish their Committee duties.
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The Audit Committee reviews the Company’s annual, half-yearly
and quarterly financial statements before submitting them to the
Supervisory Board.
The Audit Committee:
• is involved in the selection of the Statutory Auditors of the Company
and of the companies that it directly or indirectly controls. It verifies
their independence, examines and confirms their specific tasks in
their presence, the results of their reviews, their recommendations,
and the resulting consequences;
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and methods;
IV
V
Its members met five times in 2011, with an attendance rate of 100%.
The main subjects addressed were as follows:
• February 4, 2010 meeting: review of 2010 property appraisals;
• March 14, 2011 meeting: cash flow position and banking
covenants, 2010 financial statements, review of off-balance sheet
commitments, internal audit program, June 2011 closure process,
draft report from the Chairman of the Supervisory Board on internal
control, other business;
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• June 7, 2011 meeting: results for the first quarter of 2011, review
of internal control, focus on implementation of IT tools;
• July 21, 2011 meeting: review of property appraisals as of June 30,
2011, half-yearly results for 2011, cash flow position and banking
covenants, preventive measures for companies in difficulty, focus
on IT project developments, other business;
• December 30, 2011 meeting: financial statements as of
September 30, 2010, income forecasts as of December 31, 2011,
focus on cash flow and banking covenants, IT project progress,
2012 budget, customer risk.
VII
COMPENSATION AND APPOINTMENTS COMMITTEE
As of the date of this Document, this Committee consists of three
Board members: Messrs. Philippe Monnier(1) (Chairman), Sébastien
Bazin(1), and Ms. Isabelle Xoual(1). Until the appointment of Ms. Isabelle
Xoual as a member of the Board, Mr. Patrick Sayer was Chairman
of this Committee.
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The Compensation and Appointments Committee has the following
duties and responsibilities:
• to submit proposals to the Supervisory Board as to the
compensation of its Chairman, Vice-Chairman and the members
of the Executive Board, the amount of attendance fees to be
proposed to the Shareholders’ Meeting, and the allocation of
Company stock option plans and bonus shares to members of
the Executive Board;
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analysis consisted of identifying specific situations, which were rated
in terms of probability of occurrence and level of significance. These
ratings were used to assess all of the situations identified, on a scale
from “moderate” to “severe”.
During the 2010 and 2011 fiscal years, ANF Immobilier used this
map to reduce its exposure to the risks that were rated “severe”. In
particular, the level of risk was lowered following the correction of
certain deficiencies in IT security.
• to formulate and submit recommendations for appointing,
renewing, or removing members of the Supervisory Board and
Executive Board. The Committee is informed of the recruitment
and compensation of the key executives of the Company.
A distinction must be made between internal control processes
applied to asset acquisitions and disposals and debt, on the one
hand, and those applied to Company operations, on the other.
The Compensation and Appointments Committee met three times
in 2011, on March 22, 2011, June 15, 2011, and December 6,
2011 with a 100% attendance rate. During these meetings, the
Compensation and Appointments Committee ruled on Executive
Board members’ compensation, establishing bonus objectives and
quantitative and qualitative criteria for 2011, and the allocation of
stock options to members of the Executive Board and Company
employees.
Control Processes Applied to Acquisitions, Disposals,
and Investments of Existing Assets, as well as to Debt
PROPERTIES COMMITTEE
This Committee consists of four Board members: Patrick Sayer
(Chairman), Sébastien Bazin(1), Jean-Luc Bret and Philippe Monnier(1).
and all contemplated transactions, corporate acts, or proposals to
the Shareholders’ Meeting that are submitted to it by the Chairman
of the Supervisory Board and require prior authorization from the
Supervisory Board.
The Properties Committee met two times in 2011, with an 88%
attendance rate. During these meetings, the Properties Committee
discussed real estate investment projects.
Internal control and risk management
processes implemented by the Company
The internal control processes applied at ANF Immobilier have two
main objectives:
• to ensure that all operations and performances comply with the
guidelines defined by the Supervisory Board and Executive Board,
with applicable laws and regulations, and with Company rules;
• the fairness and accuracy of accounting, financial, and
management information received by corporate bodies, the
shareholders and the general public, with regard to the Company’s
business activities and its current situation.
Internal control processes are also intended to reduce and, where
possible, prevent and manage risks the Company faces in the course
of its business, and the risk of error or fraud, particularly in the areas
of finance and accounting.
During the 2009 fiscal year, the Company created a quantitative
and qualitative map of the different risks to which it is exposed. This
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AT SUPERVISORY BOARD LEVEL
In accordance with law, property disposals are, by nature, subject to
prior authorization from the Supervisory Board, as are total or partial
investment disposals, and granting or arranging guarantees, sureties,
or any type of security.
IV
In addition, the Articles of Association require the Supervisory Board’s
prior authorization for the following transactions:
• taking or increasing investments in any organization or company,
as well as the disposal of such investments, entailing Company
investment in excess of €20 million;
• any loan agreement, where the total amount, in one or more
installments, exceeds €20 million.
V
The following criteria are taken into account when calculating the
€20 million ceiling:
• the value of the investment made by the Company as it appears
in its company financial statements, whether in the form of equity
capital or similar instruments, or in the form of shareholder loans
or similar instruments;
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• liabilities or similar instruments where the Company gives a specific
guarantee or bond for such financing. Other loans taken out by
subsidiaries or participating interests, or by an ad hoc acquisition
company and for which the Company has not provided a specific
guarantee or security, are not taken into account when calculating
the aforementioned ceiling.
At its meeting on March 24, 2011, the Supervisory Board decided
to renew the authorization given to the Executive Board by the
Supervisory Board for a one year period on March 19, 2010, for
the purpose of:
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• providing sureties of up to €75 million and for a maximum of
€75 million per transaction;
• acting as guarantor and providing endorsements and guarantees
of up to €75 million.
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AT PROPERTIES COMMITTEE LEVEL
contemplated transaction, act or proposal to the Shareholders’
Meeting, as submitted to it by the Chairman of the Supervisory Board.
AT THE LEVEL OF DEPARTMENTS RESPONSIBLE FOR INTERNAL
CONTROL
The Finance department is in charge of making payments, in
particular, to put investment decisions into practice, investing
available cash, and following up on such short-term investments.
The legal teams assist the Executive Board in reviewing and
monitoring operations. One member of the Executive Board is
responsible for coordinating relations between the Executive Board,
the legal teams, and the various Company departments.
The interaction between these various departments is described in
the paragraph below on quality control of financial statements and
accounting information.
Control processes applied to Company operations
AT SUPERVISORY BOARD LEVEL
Certain operations which are not directly related to asset acquisition
or disposal activities or debt are, according to the Articles of
Association, subject to the Supervisory Board’s prior authorization:
• proposal of any amendments to the Articles of Association to the
• any operations which may, immediately or at a later date, result in
an increase or reduction of the Company’s share capital, via the
issue of securities or the cancellation of shares;
• the introduction of any stock option plan, or granting of Company
stock options;
• proposal of any share buyback programs to the Shareholders’
Meeting;
• all proposals to allocate net income, and distribute dividends or
interim dividends made to the Shareholders’ Meeting.
AT EXECUTIVE BOARD LEVEL
All issues relating to the Company’s commercial life are dealt with on
a collegial basis by the Executive Board which meets, on average,
twice per month. The Executive Board meets regularly with members
of the Management Committee. The Executive Board may give power
to one or more of its members, or in any person not on the Board, to
carry out any special temporary or permanent roles as it determines,
and delegate to them such powers as it deems necessary for one or
more specific purposes, with or without the option to sub-delegate
such authority.
AT STRATEGIC AND REAL ESTATE COMMITTEE LEVEL
The Strategic Committee, chaired by the Chairman of the Executive
Board, is made up of Executive Board members and department
heads to review policy and report on operations. Strategic Committee
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meetings enable Management to ensure that its policy is correctly
implemented.
The Company’s key executives also meet at least once every
six months in the form of a Real Estate Committee. Real Estate
Committee meetings, held alternately with Strategic Committee
meetings, not only enable Management to ensure that its policy is
being implemented correctly by the real estate team, but also enable
all executives to receive regular information about such policy and
its application.
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AT COORDINATION COMMITTEE LEVEL
In June 2006, a Coordination Committee was created for each site,
with each one headed up by the Chief Operating Officer. They are
made up of the key managers of the property staff in charge of
each site.
They meet regularly, on average once a month, to address current
topics and ensure that Executive Board decisions are being correctly
implemented.
IV
AT DEPARTMENT LEVEL
Real estate management processes cover all aspects and are largely
based on computerized systems:
• recording leases (start and end dates, reviews, renewals, and
transfers);
• issuing payment advice notices;
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• payments, outstanding debts, and reminders;
• maintenance costs, with annual offsetting of provisions against
actual costs;
• guarantee deposits (reviews, refunds to tenants upon departure
after final inspection, and monitoring tenant account statements);
• maintenance or investment works.
Tasks are regularly monitored during the various phases described
above.
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The Accounting department is in charge of preparing the financial
statements. It also ensures compliance with internal processes
related to expenditure.
An Investor Relations team is responsible for preparing any financial
communications, ensuring that such communications are based on
the general principles and good practices appearing in the “Financial
Communication: Framework and Practices” guide (drafted by the
Financial Communication Observatory under the aegis of the AMF).
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The Executive Board defines the financial communication strategy.
Any press release is approved, in advance, by the members of the
Executive Board and by the Audit Committee. In addition, press
releases pertaining to the announcement of half-yearly and annual
results are submitted to the Supervisory Board. Supervisory Board
Committees may be consulted as to their opinion on some ad hoc
subjects, prior to information being released.
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Prior to the announcement of half-yearly and annual results,
ANF Immobilier is required to adhere to a one month quiet period
during which the Company refrains from contact with analysts and
investors. With regard to the quarterly results, this period is 15 days.
The Company has set up an electronic data management system.
This system has enabled the Company to improve the quality and
management of its commitments by a process of electronic invoice
and order validation. In addition, a new accounting tool has also been
introduced by means of dedicated accounting software. These new
tools, together with the existing systems, help to improve the quality
of financial information.
Risk Management Processes Implemented
by the Company
The main risks identified appear in the “Risk Management, risk
factors and insurance” Section of the Company’s 2011 Registration
Document.
Besides risks of a cyclical nature (general economic situation, the
real estate cycle) which are limited by the diversity of the real estate
assets (residential, commercial, professional) and its geographical
distribution, there are essentially two major risks involved in the
property business which are covered by internal control processes.
ANF Immobilier seeks to ensure the quality and solvency of its
tenants. Non- payment risk is managed by constantly monitoring
outstanding rents and payments received, and by systematically
sending reminder letters after the first missed payment (four days),
and then, if necessary, recourse to debt collection agencies if no
settlement can be reached amicably.
In addition, risk management in connection with the operation and
preservation of property (maintenance, refurbishment, compliance
with Codes and standards, physical security) is ensured by paying
close attention to property owners’ legal obligations, by insurance
policies to cover losses and professional liability, and by contractual
clauses obliging tenants to maintain the rental premises and keep
the lessor informed of any damage or incident.
Concerned about not only legal compliance, but also reducing
property risk to a minimum, the Company has taken measures to
adhere to regulations currently in force.
Organization of Internal Control with Regard
to Preparation and Treatment of Financial
and Accounting Information
Administrative and accounts management is handled by a Finance
Manager who reports to the Chief Operating Officer, and who heads
up the Administration and Accounting departments. Each accounting
manager has the necessary autonomy to record and check day-today transactions.
Particular attention is paid to preventing errors and fraud. The
Company has put various rules in place, in addition to its everyday
methods of control and verification. These rules are based on the
general principle of dissociation of tasks, mainly at the order entry
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level (for property maintenance and investment operations, for
instance), verifying, recording, and issuing payments. Such rules
are independent of specific processes relating to Company policy
decisions which cover matters such as the acquisition, construction,
operation, sale or arbitrage of assets.
II
With this in mind, the Company set up an internal audit process
in the first quarter of 2007 to review and validate processes on a
periodic basis.
Prior to being submitted to the Executive Board, Audit Committee,
and Supervisory Board, the annual and interim financial statements
are audited and reviewed systematically by the Finance department.
III
Once per month, the Strategic Committee reviews the report
prepared by the Finance department on the Company’s business
activities, in particular, to verify the effective performance of works
and check for any budget variances.
Organization of Internal Control of Commitments
Undertaken by the Company
IV
CONTROL OF COMPANY COMMITMENTS AND DELEGATIONS
OF POWER – CONTROL OF EXPENDITURES – BANK SIGNATURES
The Executive Board is invested with the most extensive authority to
act in all circumstances in the name, and on behalf of, the Company,
within the limits of the corporate purpose and subject to the authority
expressly conferred by law, the Articles of Association, and by the
Supervisory Board.
V
No restriction of such authority is binding on third parties, as concerns
the commitments undertaken on its behalf by the Chairman of the
Executive Board or the Chief Operating Officer, provided that their
appointments were duly published.
Members of the Executive Board may, with the Supervisory Board’s
authorization, divide management roles between them. Under no
circumstances, however, may this division relieve the Executive Board
of the obligation to meet and discuss the most pertinent Company
management issues, nor may it be invoked as grounds for exemption
from the joint and several liability of the Executive Board and each
of its members.
All contracts and working documents can only be signed by the
Chairman of the Executive Board or the Chief Operating Officer.
Consequently, specific processes have been put in place for
expenditure commitments (limit on amounts per person, regular
analysis of revenues by supplier, etc.) and their payment (persons
authorized to incur expenditure not authorized to pay for it, and so
forth). Furthermore, the previously implemented tool for monitoring
both forecast and actual profitability is used for investment decisions
related to lot refurbishments or construction.
The Chairman of the Executive Board is authorized to sign payments
for unlimited amounts, the Chief Operating Officer is authorized to
sign for up to €1 million; delegations of powers have been given to
some employees requiring single or joint signatures for expenditure
up to a maximum of €100,000.
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CONDUCT
Members of the Supervisory Board must adhere, in addition to
current legislation and, in particular, legislation on obligations relating
to abstention from trading in Company shares, to the provisions
defined by the Supervisory Board at its meeting on May 4, 2005 and
referred to in Article 7 of the Internal Rules of Procedure relating to
Supervisory Board conduct.
Furthermore, the Company’s current Internal Rules of Procedure
require salaried employees to conform to rules concerning
compliance with fair market practice (refraining from trading in certain
situations, confidentiality, and professional secrecy obligations, etc.).
In addition, all new employees receive memos outlining legal
sanctions for stock market offences (insider trading, privileged
information disclosure, share price rigging, etc.) and legal and
ethical guidelines to which all Company employees must adhere. In
particular, employees are reminded that they are not to engage in,
or assist with, any transactions of any kind that could be interpreted
as having deviated from the normal course of market operation, and
that in addition to simply complying with legal restrictions, they must
behave in such a manner as to avoid all suspicion.
It was also decided at the Supervisory Board meeting on May 4,
2005, in accordance with the rule set forth by the Eurazeo Executive
Board, that members of the Executive Board and employees of
Eurazeo appointed as corporate officers for Eurazeo subsidiaries
(i.e. ANF Immobilier), shall waive any attendance fees as Board
members either at Eurazeo’s request, or by virtue of their official
positions at Eurazeo.
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Fixed compensation for members of the Executive Board for
2012 was decided on at the Supervisory Board meeting on
December 14, 2011, based on the proposals of the Compensation
and Appointments Committee meeting on December 6, 2011.
The variable portion of the Executive Board members’ 2011
compensation was determined by the Supervisory Board at its
meeting on February 16, 2012, upon the Compensation and
Appointments Committee’s proposal made at its meeting on
February 7, 2012, by taking into account, in particular, the Company’s
overall performance (common criteria for the entire Executive Board),
shared qualitative criteria and discretional individual assessment.
• 50% of the variable portion would be calculated on NAV
performance trends(2) and EBITDA);
Benefits in kind granted to members of the Supervisory Board consist
solely of the use of a company car.
The compensation of Executive Board members is determined on an
individual basis by the Supervisory Board upon the Compensation
and Appointments Committee’s proposal, which defines the principles
regarding compensation and benefits granted to Executive Board
members. Once per year, the Compensation and Appointments
Committee conducts an exhaustive review of the Executive Board
members’ compensation and recommends any changes required to
the Supervisory Board. In particular, it assesses the qualitative factors
determining compensation.
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• 25% of the variable portion would be tied to the achievement of
five qualitative criteria;
Please refer to Article 23 of the Company’s Articles of Association
on special procedures relating to shareholders’ participation in the
Company’s Shareholders’ Meetings.
FIXED AND VARIABLE COMPENSATION
IV
At its meeting on March 24, 2011, the Supervisory Board decided,
upon the Compensation and Appointments Committee’s proposal
on March 22, 2011, that for the 2011 fiscal year, the variable portion
of compensation would be calculated based on the following factors:
• 25% of the variable portion would be tied to discretionary
assessment by the Compensation and Appointments Committee
for the Executive Board Chairman, and by the Executive Board
Chairman for the other Executive Board members.
Compensation and Benefits of Any Kind Granted
to Executive Board Members(1)
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objectives linked to work accomplished during the previous fiscal
year.
Special terms relating to shareholders’
participation in Shareholders’ Meetings
Determination of Compensation and Benefits
of Any Kind Given to Corporate Officers
II
The compensation of Executive Board members is made up of a
fixed and a variable component and benefits in kind relating to their
position as Board members. They may also receive stock options
or bonus shares.
VI
Starting from the 2012 fiscal year, Mr. Bruno Keller’s compensation
is no longer subject to re-billing by Eurazeo, since, in accordance
with the minutes of the Supervisory Board Meeting on March 24,
2011, and upon the Compensation and Appointments Committee’s
recommendation on March 22, 2011, he is now compensated for his
portion corresponding to his position as Executive Board Chairman
directly by ANF Immobilier.
Furthermore, on May 4, 2005, the Supervisory Board decided not
to compensate the members of the Executive Board for their terms
served. On the other hand, compensation based on their employment
contract was maintained (Mr. Xavier de Lacoste Lareymondie
and Ms. Ghislaine Seguin and as employees of ANF Immobilier).
Mr. Bruno Keller is paid by Eurazeo, this compensation being, in
part, re-billed to ANF Immobilier.
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(1) Details of all compensation paid and benefits granted to the Company’s corporate officers is presented in Chapter 2 -“Corporate Governance”- of
the Company’s 2011 Registration Document, in accordance with the recommendations of the Corporate Governance Code, as specified and
complemented by the recommendation of the Financial Markets Authority (the “AMF”) on the information to be provided in Registration Documents
on the compensation of corporate officers.
(2) Excluding rights.
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STOCK OPTIONS
Acting pursuant to the authorization granted by the Ordinary
and Extraordinary Shareholders’ Meeting on May 17, 2011 in its
seventeenth resolution, and to the decision made by the Supervisory
Board on December 14, 2011, the Executive Board, at its meeting
on December 22, 2011, allocated stock options to members of the
Executive Board and Company employees.
Stock options are granted during the same calendar period. For all
of the stock option plans put in place, the Executive Board granted
said stock options during the session in December following the
Supervisory Board’s pronouncement of their decision on this
subject. In order to ensure that these stock options, which are
valued according to IFRS methods, are not disproportionate in
relation to compensation, the allocation cannot exceed two times
the compensation of each beneficiary.
Allocation
The Supervisory Board determines the number of stock options
allocated to members of the Executive Board within the context of
calculating all aspects of their compensation.
In total, 168,872 stock options were granted in 2011 (the “Options”).
The number of stock options granted was not dependent on the price
of the Company’s shares on the stock market.
Subject to adjustments, the number of shares that may be purchased
by virtue of stock options granted to the three members of the Executive
Board in 2011 represented 0.488% of the Company’s capital(3).
Price
The purchase price for each of the shares offered under a stock
option is set at €27.54, this price amounting to the average price for
ANF Immobilier shares listed in the 20 trading days held between
November 25 and December 22, 2011, prior to the date of the
Executive Board meeting on the allocation of the Options. While
the Options are outstanding, the share purchase price can only be
modified in accordance with the provisions of Article L. 225-181
paragraph 2 of the French Commercial Code.
The Company did not put in place instruments to hedge risks.
Exercising options
In accordance with the Compensation and Appointments
Committee’s recommendations, the Options will be permanently
vested gradually in phases, following the three consecutive vesting
periods, provided the beneficiary is employed by the Company at
the end of the vesting period in question:
The first third of the Options will be vested after a two-year period,
i.e. December 22, 2013.
The second third of the Options will be vested after a three year
period, i.e. December 22, 2014.
The last third of the Options will be vested after a four year period,
i.e. December 22, 2015.
Furthermore, if beneficiaries of the Options have not been employed
by the Company for four years as of the expiration date of one of the
aforementioned vesting periods, the Options corresponding to the
said period will be permanently vested once the beneficiary has four
years’ service with the Company.
Contents
The permanent vesting of the Options allocated to members of
the Executive Board by virtue of the third phase is also subject to
ANF Immobilier’s stock market performance, to be determined over
a period of four years (starting from December 22, 2011 and expiring
on December 22, 2015) by adding together (i) the increase in value
of ANF Immobilier shares and (ii) dividends and other distributions
(“ANF Immobilier’s Performance”).
ANF Immobilier’s performance will be compared to the EPRA index
stock market performance over the same period. This index includes
a panel of European companies similar to ANF Immobilier that are
selected by the Supervisory Board upon the Compensation and
Appointments Committee’s proposal.
II
III
If ANF Immobilier’s performance is greater than or equal to 120%
of the panel’s stock market performance over the same period, the
third phase of Options will be fully vested to the beneficiaries on
December 22, 2015.
If ANF Immobilier’s performance is equal to that of the panel over the
same period, only a fraction of the Options, such that the sum of the
stock options definitively vested in all three phases equals 87.5% of
all the Options granted, will be definitively vested on December 22,
2015.
If ANF Immobilier’s performance is equal to or less than 80% of that
of the panel over the same period, only a fraction of the Options,
such that the sum of the stock options definitively vested in all three
phases equals 75% of all the Options granted, will be definitively
vested on December 22, 2015.
IV
V
The third phase of Options will be permanently vested proportionately
within these limits.
In the event of an early exercise of options, the condition relating to
ANF Immobilier’s performance will no longer apply.
Holding Period for Shares Acquired
In order to take into consideration the provisions of the fourth
paragraph of Article L. 225-185 of the French Commercial Code,
each member of the Executive Board shall be obliged to hold,
throughout his term of office, either directly or indirectly via equity or
family-run structures, a minimum number of registered shares arising
from the exercise of Options.
VI
Employee Involvement in the Company’s performance
Article 20.2.3 of the Corporate Governance Code recommends, in
the event that not all employees are granted stock options, providing
another mechanism to involve employees in corporate performance
(incentive-based compensation, discretionary profit- sharing
agreements, bonus shares, etc.).
Within ANF Immobilier, a profit-sharing agreement was signed
on June 15, 2011 for 2011, 2012, and 2013. The purpose of the
agreement is to give all personnel a share in the profits generated by
the Company. The means of calculating this profit-sharing incentive
is based on quantitative and qualitative criteria pertaining to the
Company’s business.
Furthermore, all the Company’s staff, thanks to a contribution paid
in full by the employer, have a supplementary pension plan, which is
outsourced with an insurer.
VII
VIII
(3) Based on share capital at December 31, 2011.
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ALLOCATION OF BONUS SHARES
No grant of bonus shares was decided by the Executive Board during
the course of 2011.
WARRANTS
No warrants were decided by the Executive Board during the course
of 2011.
Information regarding the issue of warrants decided on by the
Executive Board on July 24, 2006, acting on the Supervisory
Board’s proposal, by virtue of the ninth resolution of the Ordinary and
Extraordinary Shareholders’ Meeting on May 12, 2006 comprising,
in particular, the terms and conditions for exercising warrants, is
provided in the Company’s 2011 Registration Document.
NO EMPLOYMENT CONTRACT FOR A CORPORATE OFFICER
The Corporate Governance Code recommends that the Chairman
of the Executive Board should not be bound to the Company by an
employment contract. In this respect, Mr. Bruno Keller, Chairman of
the Executive Board, is not bound to the Company by an employment
contract.
SEVERANCE PAY
Within ANF Immobilier, executive corporate officers do not benefit
from payments, benefits, or compensation of any kind whatsoever
upon dismissal or change of office, with the exception of Mr. Xavier
de Lacoste Lareymondie, and Mr. Bruno Keller, since the Supervisory
Board meeting on March 24, 2011.
In this regard, in the event of dismissal from his post as Chief
Operating Officer, Mr. Xavier de Lacoste Lareymondie will receive
compensation amounting to the fixed and variable compensation
received for the 12 months prior to his dismissal. The application
criteria for the compensation listed above was determined by the
Supervisory Board on December 9, 2008. In accordance with the
applicable legislative and regulatory provisions, this severance
compensation was subject to a special resolution submitted for
approval at the Ordinary and Extraordinary Shareholders’ Meeting
on May 28, 2009.
In the event of dismissal from his post as Chief Operating Officer,
Mr. Bruno Keller will receive compensation amounting to 18 month’s
worth of fixed and variable compensation he will have received for
the 12 months prior to his dismissal. The application criteria for the
compensation listed above was determined by the Supervisory Board
on March 24, 2011. In accordance with the applicable legislative
and regulatory provisions, this severance compensation was subject
to special resolution submitted for approval at the Ordinary and
Extraordinary Shareholders’ Meeting on May 17, 2011.
The severance compensation payable to Messrs. Bruno Keller
and Xavier de Lacoste Lareymondie is not subject to the following
cumulative conditions recommended by the Corporate Governance
Code: (i) in the event of dismissal and (ii) a change in control or strategy.
In fact, the Company plans to pay this severance compensation in the
event that they are dismissed from their terms of office.
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II
Criteria for applying the severance pay scheme in question makes
payment of one third of the compensation subject to criteria involving
growth in Net Asset Values (“NAV”) and will only be paid if growth
in NAV1) reaches at least 4% per year, on average, over the period
in question.
Concerning Mr. Xavier de Lacoste Lareymondie, this compensation
cannot be added to the compensation due under the employment
contract. Mr. Bruno Keller, Chairman of the Executive Board, is not
bound to the Company by an employment contract.
III
SUPPLEMENTARY DEFINED BENEFIT PENSION PLANS
In exchange for the services provided in carrying out their duties,
Messrs. Bruno Keller and Xavier de Lacoste Lareymondie have
a defined benefit supplementary pension plan (a defined benefit
scheme with an insurance company), as do other senior executives
of ANF Immobilier. This supplement is based on compensation and
length of service at the time of retirement.
IV
Messrs. Bruno Keller and Xavier de Lacoste Lareymondie were
granted this benefit under the same terms as non-Board senior
executives.
The other members of the Executive Board and Supervisory Board
for ANF Immobilier do not benefit from any pensions, supplementary
defined benefit retirement funds, or any other benefits whatsoever
from ANF Immobilier in exchange for the performance of their duties.
V
Compensation and Other Benefits Granted
to Supervisory Board Members
The Supervisory Board determines the rules for distributing the
attendance fees allocated by the Shareholders’ Meeting among its
members. Each member of the Supervisory Board received, for the
fiscal year ending December 31, 2011, a fixed amount and a variable
amount, pro rata of actual attendance at Board meetings.
Please note that some members of the Supervisory Board (on the
date of this report, Messrs. Patrick Sayer, Philippe Audouin, and
Fabrice de Gaudemar) are compensated by Eurazeo and do not
receive attendance fees.
VI
Publication of elements listed in
Article L. 225-100-3 of the French Commercial
Code/ Elements likely to have an impact
in the event of a takeover bid
VII
The information listed in Article L. 225-100-3 of the French
Commercial Code is subject to an appropriate notice in Chapter II
“Company Information” of the Company’s 2011 Registration
Document, which will be filed with the AMF, and will also appear
on the AMF website (www.amf-france.org) and on the Company’s
website (www.anf-immobilier.com).
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Statutory Auditors’ report, prepared in accordance with Article L. 225-235 of the French Commercial Code
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8. Statutory Auditors’ report, prepared
in accordance with Article L. 225-235
of the French Commercial Code, on the
ANF Immobilier Supervisory Board
Chairman report
II
III
ANF Immobilier
32, rue de Monceau
IV
75008 Paris
To the shareholders,
In our capacity as Statutory Auditors of ANF Immobilier and in accordance with Article L. 225-235 of the French Commercial Code, we hereby
present you with our report on the report prepared by the Chairman of your Company, in accordance with Article L. 225-68 of the French
Commercial Code, for the fiscal year ending December 31, 2011.
The Chairman is responsible for preparing and submitting for approval by the Supervisory Board a report on internal control and risk management
processes implemented within the Company and providing the other information required by Articles L. 225-68 of the French Commercial Code
relating, in particular, to Corporate Governance.
V
We are responsible:
• for informing you of any observations we have made on the information contained in the Chairman’s report on internal control and risk
management processes pertaining to the preparation and treatment of accounting and financial information; and
• for certifying that the report includes the other information required by Article L. 225-68 of the French Commercial Code, on the understanding
that we are not responsible for checking the accuracy of this other information.
We have carried out our assignment in accordance with professional standards applicable in France.
Information on internal control and risk management
processes for the preparation and treatment of accounting
and financial information
VI
VII
Professional standards require us to take all due diligence in order to determine that the information given in your Chairman’s report on internal
control and risk management processes for the preparation and treatment of financial and accounting information is true and fair.
This due diligence included, in particular:
• familiarizing ourselves with internal control and risk management procedures for the preparation and treatment of accounting and financial
information serving as the basis for the information presented in your Chairman’s report and in existent documentation;
• familiarizing ourselves with the work serving as the basis for such reported information and existent documentation;
• determining whether or not any major deficiencies in internal control of the preparation and treatment of accounting and financial information
that we may discover during our investigations are fully disclosed in the Chairman’s report.
VIII
Based on our investigations, we have no particular observations to make concerning information on the Company’s internal control and risk
management processes for the preparation and treatment of financial and accounting information contained in the Supervisory Board Chairman
report, prepared in accordance with Article L. 225-68 of the French Commercial Code.
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Statutory Auditors’ report, prepared in accordance with Article L. 225-235 of the French Commercial Code
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II
Other information
We hereby certify that the report by the Chairman of the Supervisory Board includes the further information required by Article L. 225-68 of
the French Commercial Code.
Signed in Neuilly-sur-Seine and Courbevoie, April 6, 2012
Mazars
Rémi Didier
Guillaume Potel
III
IV
V
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Special report from the Statutory Auditors on regulated agreements and commitments
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9. Special report from the Statutory
Auditors on regulated agreements
and commitments
Shareholders’ Meeting to approve the accounts for the year ending December 31, 2011
II
III
In our capacity as Statutory Auditors for your Company, we hereby present our report on regulated agreements and commitments.
Our duty is to inform you, on the basis of the information provided, of the main terms and conditions of the agreements and commitments
that have been disclosed to us or that we have obtained knowledge of in the course of our work, without commenting on their relevance or
substance, nor seeking to discover whether other agreements and commitments exist. It is incumbent upon you, under the terms of Article R.
225-58 of the French Commercial Code, to determine whether the agreements and commitments are appropriate and should be approved.
In addition, it is our responsibility, if applicable, to disclose information defined in Article R. 225-58 of the French Commercial Code, relating to
the performance, during the fiscal year just ended, of agreements and commitments already approved by the Shareholders’ Meeting.
IV
We have undertaken all the due diligence we considered necessary with respect to the auditing standards of the French Institute of Statutory
Auditors in order to perform our assignment. This due diligence consisted of checking the consistency of the information given to us with the
source documents serving as the basis for such information.
I - Agreements and commitments submitted for approval
at the Shareholders’ Meeting
1.1
V
Agreements and Commitments Authorized Since the End of the Fiscal Year
We have been informed of the following agreements and commitments, authorized since the end of the fiscal year, which were previously
authorized by your Supervisory Board.
Service contract with Eurazeo
VI
• Persons concerned:
Messrs. Patrick Sayer (Chairman of the ANF Immobilier Supervisory Board until February 16, 2012, then Vice-Chairman of the ANF Immobilier
Supervisory Board and Chairman of the Eurazeo Executive Board), Bruno Keller (Chairman of the ANF Immobilier Executive Board and Chief
Operating Officer and member of the Eurazeo Executive Board), Philippe Audouin, and Fabrice de Gaudemar (members of the ANF Immobilier
Supervisory Board and the Eurazeo Executive Board).
• Type:
Your Supervisory Board meeting on February 16, 2012 authorized the modification of the compensation paid to Eurazeo by virtue of the
service contract between your company and Eurazeo. As such, the amount of compensation was set at €236,900 for the 2012 fiscal year,
ANF Immobilier directly paying Bruno Keller’s compensation which was re-billed to your company by Eurazeo in the past.
VII
Agreement pertaining to the acquisition of the SNCM Building and payment
of the contract with Colony Capital SAS
Mr. Sébastien Bazin, member of the Supervisory Board of ANF Immobilier and the legal representative of Colony Capital SAS.
VIII
This is an agreement in which your company, a shareholder which ultimately holds over 10% of the voting rights of a civil construction – sales
company (“SCCV” in French), is also directly involved.
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II
• Type and terms:
A/ On February 16, 2012, your Supervisory Board authorized the acquisition project by a SCCV of a building belonging to the SNCM located
at 61, boulevard des Dames à Marseille, ultimately held by ANF Immobilier and Eiffage Immobilier, subject to a sales promise dated October 6,
2011 that was extended from December 21, 2011 to February 28, 2012.
This Sales Promise was granted to the company Gaston Holding, a company governed under Luxembourg law, represented by its manager
Christophe Fournage, which was reserved under the terms of its Article 16, a substitution option.
Gaston Holding approached Eiffage Immobilier and ANF Immobilier and told them that it intended to pull out from the real estate project due
to the Sales Promise being carried out, a project that interests ANF Immobilier in particular, due to its own real estate project called “Block 34”
in which the SNCM must lease a 7,725 sqm office building which will be delivered at the end of 2013.
III
This point constitutes one of the suspensive conditions of the Sales Promise.
Eiffage Immobilier and ANF Immobilier have confirmed their interest in this project to Gaston Holding.
Gaston Holding offers the following sequence of operations so that Eiffage Immobilier and ANF Immobilier can proceed with the building
acquisition subject to the Sales Promise:
(i) starting a company under the form of a SCCV between Eiffage Immobilier, ANF Immobilier, and Gaston Holding. Eiffage Immobilier and
ANF Immobilier shall together hold a majority interest in the capital of this SCCV;
IV
(ii) the SCCV shall exercise the substitution option reserved by Gaston Holding under the terms of the Sales Promise;
(iii) as part of the exercise of the substitution option, three contracts previously signed by Gaston Holding are transferred to the SCCV. These
contracts are with:
(a) Colony Capital France SAS: asset management contract, the terms of which include several tasks as part of the development of the
real estate project. The cost pertaining to this contract would be one million euros excluding tax (€1,000,000 excluding tax) and would
correspond in part to the compensation due to the asset manager and to the amount of termination indemnity anticipated by the asset
management contract that will intervene once the portions held by Gaston Holding are transferred to the SCCV’s capital, as indicated
below,
V
(b) Wolls & Retail: intermediation contract in the amount of eight hundred thousand euros excluding tax (€800,000 excluding tax),
(c) Ares, Law Firm: the cost pertaining to Gaston Holding’s attorney fees would be three hundred thousand euros excluding tax (€300,000
excluding tax);
(iv) By February 28, 2012 at 6:00pm at the latest, the SCCV will own the building, subject to the Sales Promise in accordance with the above;
(v) As soon as the building is acquired, Eiffage Immobilier and ANF Immobilier will become owners of the portions owned by Gaston Holding
in the capital of the SCCV for one million euros (€1,000,000) document in hand. The 5% registration rights based on this value are borne
by Gaston Holding.
VI
B/ On February 16, 2012, your Supervisory Board also authorized the payment to the company Colony Capital France SAS as part of this
transaction, for an amount of one million euros, excluding tax:
Colony Capital France SAS was paid for an asset management contract, the terms of which include the company carrying out several tasks as
part of the development of the real estate project listed in the summary above. The cost pertaining to this contract would be one million euros
excluding tax (€1,000,000 excluding tax) and would correspond in part to the compensation due to the asset manager and to the amount of
termination indemnity anticipated by the asset management contract that will intervene once the portions held by Gaston Holding are transferred
to the future SCCV’s capital, in which ANF Immobilier and Eiffage Immobilier will be equal partners.
VII
Variable compensation for members of the ANF Immobilier Executive Board.
Mr. Bruno Keller, Chairman of the Executive Board, Mr. Xavier de Lacoste Lareymondie and Ms. Ghislaine Seguin, members of ANF Immobilier’s
Executive Board.
• Type and terms:
On February 16, 2012, your Supervisory Board set the amount of variable compensation to pay to Executive Board members in 2012 for the
2011 fiscal year, in accordance with quantitative and qualitative criteria defined during the Compensation and Appointments Committee’s
meeting on June 15, 2011.
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The members concerned, as well as the amount of variable compensation, are:
II
Mr. Bruno Keller:
Gross variable compensation amounting to €295,324.
Mr. Xavier de Lacoste Lareymondie:
Ms. Ghislaine Seguin:
III
Taking into account the favorable outcome of the Printemps litigation in Lyon, on February 16, 2012, your Supervisory Board also authorized
the granting of a special €40,000 bonus, divided up as follows:
Mr. Xavier de Lacoste Lareymondie: €25,000
Ms. Ghislaine Seguin: €15,000.
1.2
Agreements and commitments authorized during the fiscal year just ended
We have not been notified of any agreement or commitment authorized during the year just ended to be submitted for approval to the
Shareholders’ Meeting in accordance with the provisions of Article L. 225-86 of the French Commercial Code.
IV
II - Agreements and commitments already approved
by the Shareholders’ Meeting
V
In accordance with Article R. 225-57 of the French Commercial Code, we have been informed that the following agreements and commitments,
approved by the Shareholders’ Meeting during previous fiscal years, remained in full force during the fiscal year just ended.
Service contract with Eurazeo
Mr. Patrick Sayer, Mr. Philippe Audouin, Mr. Fabrice de Gaudemar, and Mr. Jean-Pierre Richardson, members of the ANF Immobilier Supervisory
Board; and
VI
Mr. Bruno Keller, Chairman of the ANF Immobilier Executive Board.
This is an agreement in which Eurazeo, a shareholder which holds over 10% of the voting rights of your Company, is also directly involved.
• Type:
On May 4, 2005, your Supervisory Board authorized the execution of a contract under which ANF Immobilier entrusted Eurazeo with the task
of providing general assistance, in exchange for compensation corresponding to all costs and expenses incurred by Eurazeo.
• Terms:
On March 24, 2011, your Supervisory Board decided to change the amount paid by ANF Immobilier under this service agreement to €1,117,000,
excluding tax, for the 2011 fiscal year.
VII
Conditions for compensation and benefits granted to Mr. Bruno Keller
• Person concerned:
Mr. Bruno Keller, Chairman of the Executive Board of ANF Immobilier and Chief Operating Officer and member of the Eurazeo Executive Board,
a shareholder who holds over 10% of the voting rights of your Company.
• Type and terms:
VIII
At its meeting on March 24, 2011, your Supervisory Board authorized, upon the Compensation and Appointments Committee’s proposal made
at its meeting on March 22, 2011, the following elements relating to the compensation and benefits granted to Mr. Bruno Keller:
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II
• Fixed and variable compensation
The variable compensation due to Mr. Bruno Keller for 2010 is €294,019. The fixed portion for the 2011 fiscal year was set at €309,000.
• Supplementary retirement plan and insurance coverage
Your Supervisory Board authorized Mr. Bruno Keller to receive a supplementary defined-benefit pension, which provides an additional
pension calculated on base compensation (fixed and variable portions, up to a ceiling of twice the fixed portion) and length of service.
This plan is financed by Eurazeo and ANF Immobilier as part of an insurance policy provided by Allianz.
• Collective defined contribution pension plan
III
Your Supervisory Board has authorized Mr. Bruno Keller to benefit from the collective defined contribution pension plan, which covers all
Company employees, based on the salary paid by ANF Immobilier. Contributions are set as follows:
- 2.30% of the first salary band (Tranche A);
- 11% of the third salary band (Tranche C).
• Insurance coverage and reimbursement of health costs
Your Supervisory Board has authorized Mr. Bruno Keller to receive, under the same conditions (contributions and benefits) as those
applicable to ANF Immobilier employees, insurance coverage (for incapacity, disability, and death), reimbursement of health costs, and
accident insurance, which are collective plans with compulsory membership put in place for the benefit of all employees.
IV
• Compensation in the event of forced termination of positions
Your Supervisory Board has authorized Mr. Bruno Keller to receive compensation, in the event of the forced termination of his positions
or dismissal, according to the following terms:
Payment of this compensation is subject to the application of the performance criteria defined by the Supervisory Board at its meeting
on March 25, 2009.
In the event of forced termination of his positions or dismissal before the expiration of his term of office, Mr. Bruno Keller will be entitled
to a payment equivalent to 18 months of salary, calculated based on his total compensation (fixed and variable), paid for the 12 months
preceding the date his positions are terminated.
V
Compensation will not be paid in the event of gross misconduct, departure from the Company to take up a new position or move to a
different position within the Group, or if Mr. Keller chooses early retirement.
• Stock options
Your Supervisory Board granted the following benefit to Mr. Bruno Keller: the unvested stock options granted to Mr. Bruno Keller under
the 2010 stock options plan would become exercisable early, on the date of the forced termination of his positions, by applying the
performance conditions set out in the stock option regulations over the period from the date on which the options were granted (i.e.
December 15, 2010) to the date of the forced termination of his positions (i.e. the date of the Supervisory Board meeting at which his
positions are terminated), following implementation of the procedure provided for by Article L. 225-90-1 of the French Commercial Code.
VI
Compensation and bonuses paid to two members of the Executive Board
Mr. Xavier de Lacoste Lareymondie and Ms. Ghislaine Seguin, members of ANF Immobilier’s Executive Board.
• Type:
VII
On March 24, 2011, your Supervisory Board, on a proposal submitted by the Compensation Committee on March 22, 2011, approved changes
to the annual compensation of two Executive Board members paid in 2011.
• Terms:
The gross annual compensation paid in 2011 to Mr. Xavier de Lacoste Lareymondie amounted to €384,060, including a €136,860 bonus for
the 2010 fiscal year.
The gross annual compensation paid in 2011 to Ms. Ghislaine Seguin amounted to €237,113, including an €82,613 bonus for the 2010 fiscal year.
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II
Dismissal compensation for the Chief Operating Officer
Mr. Xavier de Lacoste Lareymondie, Chief Operating Officer and member of the ANF Immobilier Executive Board.
• Type:
On December 9, 2008, your Supervisory Board, on a proposal submitted by the Compensation Committee on December 5, 2008, authorized
the payment of compensation to Mr. Xavier de Lacoste Lareymondie, in the event of a dismissal without just cause, prior to the expiration of
a four-year period from the date of his appointment or his renewal. This compensation corresponds to the gross annual compensation (fixed
and variable) paid to him in the 12 months preceding the dismissal.
III
• Terms:
The application criteria for this compensation, defined by the Supervisory Board on December 9, 2008, remain unchanged:
• two thirds (2/3) will be paid without any performance requirement;
• the final third (1/3) will be paid if growth in NAV reaches at least 4% per year on average over the period in question.
Supplementary pension plan
IV
Mr. Xavier de Lacoste Lareymondie, Chief Operating Officer and member of the ANF Immobilier Executive Board.
• Type and purpose:
On December 9, 2008, your Supervisory Board, on a proposal submitted by the Compensation Committee meeting on December 5, 2008,
adapted the collective defined benefit supplementary pension plan, which is of an ancillary nature, introduced for senior executives, receipt of
which is linked to beneficiaries remaining with the Company until retirement. On March 25, 2009, the Supervisory Board authorized the Chief
Operating Officer to be a beneficiary of this collective plan, as well as the collective provident and health plans.
• Terms:
V
The terms of the collective defined benefit supplementary pension plan are:
• the seniority criterion is set at four years;
• a longer reference period for calculating the supplementary pension, i.e. the average compensation received for the 36 months before
retirement;
• a reference basis of assessment for calculating the supplementary pension, taking into consideration the average gross compensation
(fixed and variable) for the last 36 months, up to a limit of twice the beneficiary’s fixed annual compensation.
VI
Mazars
Rémi Didier
Guillaume Potel
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Statutory Auditors’ report on the reduction of the Company’s share capital by canceling shares purchased
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10. Statutory Auditors’ report on
the reduction of the Company’s share
capital by canceling shares purchased
II
III
The Ordinary and Extraordinary Shareholders’ Meeting on May 3, 2012 – thirteenth resolution
ANF Immobilier
32, rue de Monceau
75008 PARIS
IV
Dear shareholders,
In our capacity as Statutory Auditors of ANF Immobilier and in fulfillment of the requirement under Article L. 225-209, paragraph 7 of the French
Commercial Code in the event of a capital reduction by cancelling purchased shares, we have prepared this report in order to inform you of
our assessment of the grounds for, and terms of, the planned capital reduction.
This transaction is part of the purchase, by your Company, of its own shares, within the limit of 10% of its capital and under the conditions
provided for by Article L. 225-209 of the French Commercial Code. Furthermore, this purchase authorization is submitted for approval of your
Shareholders’ Meeting as the 12th resolution and would be given for a 24-month period.
V
Your Executive Board requests that you grant it, with the option to sub-delegate, for a period of 24 months, the authorization for the Company
to purchase its own shares, with all the necessary powers to cancel, up to a limit of 10% of its capital for each 24 month period, the shares
purchased.
Auditors in order to perform our assignment. This due diligence led us to investigate whether or not the grounds for and terms of the planned
capital reduction were in order.
We have no observations to make regarding the grounds for and the terms of the planned reduction in the Company’s share capital, bearing
in mind that it can only be carried out insofar as your meeting approves the transaction to purchase its own shares in advance.
VI
Mazars
Rémi Didier
Guillaume Potel
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Statutory Auditors’ report on the issue of ordinary shares and marketable securities
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11. Statutory Auditors’ report on the issue
of ordinary shares and marketable
securities giving access, immediately or
in the future, to capital, with or without
preferential subscription rights
II
The Ordinary and Extraordinary Shareholders’ Meeting on May 3, 2012 (fifteenth, sixteenth, seventeenth, eighteenth, nineteenth,
twentieth, twenty-first resolutions)
IV
III
In our capacity as Statutory Auditors of your Company and in fulfillment of the requirement under Articles L. 228-92, and L. 225-135 et seq. of
the French Commercial Code, we hereby present our report on the proposals to delegate to the Executive Board various ordinary shares and
marketable security issues, transactions on which you are called to give ruling.
Your Executive Board proposes, based on its report:
• to delegate to it, with the option to sub-delegate, for a 26-month period, the authority to decide on the following transaction and establish
the definitive terms of these issues, and proposes, if necessary, to remove your preferential subscription right:
V
• issue ordinary shares and/or marketable securities, one or more times, with preferential subscription rights (fifteenth resolution),
• issue, via a public offering, without preferential subscription rights, ordinary shares and/or marketable securities giving access to capital,
it being specified that these securities can be issued in order to pay for securities that would be contributed to the Company as part of a
public exchange offering on securities meeting the requirements set forth by Article L. 225-148 of the French Commercial Code (sixteenth
resolution),
• issue of ordinary shares and/or marketable securities giving access to your Company’s capital, as part of an offer, as per Section II of
Article L. 411-2 of the French Monetary and Financial Code, and within the limit of 20% of the Company’s capital such as the one that
existed on the date of this meeting and per 12-month period, without shareholder preferential subscription rights (seventeenth resolution);
VI
• to authorize the Executive Board, as per the eighteenth resolution, for a 26-month period, for each of the issues decided upon as part of
the delegations granted by the preceding sixteenth and seventeenth resolutions and within a limit of 10% of the Company’s capital, to set
the ordinary shares’ issue price and/or the marketable securities giving access to capital;
• delegate to it, for a 26-month period, the power necessary to issue shares and/or marketable securities giving access to capital, within the
limit of 10% of share capital at the time of issue, with a view to pay for the contributions in kind granted to the Company and made up of
shares of capital or marketable securities giving access to capital (twentieth resolution).
The maximum nominal amount of capital increases likely to be carried out, by virtue of the fifteenth through twentieth resolutions may not
exceed €25 million, within a total maximum amount of €25 million as defined in the twenty-first resolution.
VII
The maximum nominal amount of marketable security issues representing debt instruments that can be decided on by the Executive Board
by virtue of the fifteenth through twentieth resolutions may not exceed €100 million, within a total maximum amount of €100 million as defined
in the twenty-first resolution.
These ceilings take into account the number of shares, securities, or marketable securities to create as part of the implementation of the
aforementioned delegations, within the terms provided for by Article L. 225-135-1 of the French Commercial Code if you adopt the nineteenth
resolution.
It is your Executive Board’s responsibility to prepare a report in accordance with Articles R. 225-113 et seq. of the French Commercial Code. It
is our responsibility to give our opinion on the sincerity of the figures taken from the financial statements, on the proposal to remove preferential
subscription rights and on certain other information concerning the issue, provided in this report.
VIII
Auditors in order to perform our assignment. This due diligence involved verifying the content of the Executive Board’s report pertaining to this
transaction and the conditions of determining the issue price of capital securities to issue.
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II
Subject to the subsequent review of the conditions of issue that would be decided upon, we do not have any observations on the terms
of determining the issue price of capital shares to issue provided in the Executive Board’s report for the sixteenth, seventeenth, and
eighteenth resolutions.
Furthermore, since this report does not specify the conditions around determining the issue price of capital shares to issue as part of the
implementation of the fifteenth and twentieth resolutions, we cannot give our opinion on the selection of the elements used to calculate the
issue price.
Since the definitive conditions in which the issues will be carried out are not fixed, we do not have an opinion on this, and consequently, on the
proposal to remove preferential subscription rights made to you in the sixteenth, seventeenth, eighteenth and twentieth resolutions.
III
In accordance with Article R. 225-116 of the French Commercial Code, we will prepare a supplementary report, if necessary, once these
authorizations by your Executive Board are used, in the event that ordinary shares and/or marketable securities without preferential subscription
rights and in the event that marketable securities giving access to capital are issued.
Mazars
Rémi Didier
Guillaume Potel
IV
V
VI
VII
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Contents
12. Statutory Auditors’ report on
the capital increase without preferential
subscription rights reserved to members
of a company savings plan
II
III
The Ordinary and Extraordinary Shareholders’ Meeting on May 3, 2012 (twenty-second resolution)
In our capacity as Statutory Auditors of your Company and in fulfillment of the requirement under Articles L. 225-135 et seq. of the French
Commercial Code, we hereby present our report on the proposal to delegate to the Executive Board the authority to decide to increase the
Company’s share capital without preferential subscription rights, by issuing new shares in cash and/or marketable securities giving access to the
Company’s capital reserved for employees of the Company or its affiliates according to Article L. 225-180 of the French Commercial Code and
L. 3344-1 of the French Labor Code, subscribing directly or through a broker, for one or more company mutual funds, once these employees
are members of a company savings plan, for a maximum amount of €100,000, the transaction on which you are called to give a ruling.
IV
The Executive Board specifies that this ceiling is distinct and separate from the ceiling defined in the twenty-first resolution.
This capital increase is submitted for your approval in accordance with Articles L. 225-129-6 of the French Commercial Code and L. 3332-18
et seq. of the French Labor Code.
Your Executive Board requests, based on its report, that you delegate to it, with the option to sub-delegate, for a 26-month period starting
from this meeting, the authority to decide on one or more capital increases and to waive your preferential subscription rights to shares or
marketable securities giving access to the Company’s capital. If necessary, it will be its responsibility to establish the definitive terms of issue
for this transaction.
V
It is the Executive Board’s responsibility to prepare a report in accordance with Articles R. 225-113 and R. 225-114 of the French Commercial
Code. It is our responsibility to give our opinion on the sincerity of the figures taken from the financial statements, on the proposal to remove
preferential subscription rights and on certain other information concerning the issue, provided in this report.
Auditors in order to perform our assignment. This due diligence involved verifying the content of the Executive Board’s report pertaining to this
transaction and the conditions of determining the issue price of capital securities.
VI
Subject to the subsequent review of the conditions of the capital increase that would be decided upon, we do not have any observations on
the terms of determining the issue price of capital shares to issue provided in the Executive Board’s report.
Since the amount of the issue price of capital shares is not established, we do not have an opinion on the definitive terms in which the capital
increases would be carried out and, consequently, on the proposal made to you to remove preferential subscription rights.
In accordance with Article R. 225-116 of the French Commercial Code, we will prepare a supplementary report, if necessary, once this delegation
by your Executive Board is used.
VII
Mazars
Rémi Didier
Guillaume Potel
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Contents
13. Special Statutory Auditors’ report on
the grant of bonus shares existing
or to issue to salaried employees or
corporate officers
II
III
The Ordinary and Extraordinary Shareholders’ Meeting on May 3, 2012 – twenty-third resolution
ANF Immobilier
32, rue de Monceau
IV
75008 PARIS
Dear Shareholders,
In our capacity as the Statutory Auditors of your Company, and in fulfillment of the requirement stipulated by Articles 225-197-1 of the French
Commercial Code, we have prepared this report on the project to grant bonus shares existing or to issue to salaried employees or corporate
officers of the Company and companies it is affiliated with as per Article L. 225-197-2 of the French Commercial Code.
Your Executive Board requests that you authorize it to freely grant shares, existing or to issue, for a 38-month period. It is its responsibility to
prepare a report on the transaction that it wishes to be able to carry out. It is our responsibility to announce to you, if necessary, our observations
on the information given to you on this planned transaction.
V
Auditors in order to perform our assignment. This due diligence involved verifying, notably that the terms planned and given in the Executive
Board’s report are in line with the provisions provided for by law.
We have no observations to make regarding the information provided in the Executive Board’s report regarding the planned transaction to
grant bonus shares.
VI
Mazars
Rémi Didier
Guillaume Potel
VII
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III
IV
V
VI
VII
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1.
APPRAISALS
Information from third parties, experts’
declarations and declarations of interest
2.
REGULATORY ENVIRONMENT
224
224
232
2.1
Tax regime
232
2.2
Regulations applying to ownership of the
Company’s property assets
233
3.
MAJOR CONTRACTS
Financing contracts
234
3.2
Strategic agreement with the B&B Group
235
3.3
Service agreement
235
LEGAL AND ARBITRATION
PROCEEDINGS
5.
DEPENDENCE ON PATENTS
AND LICENSES
6.
INFORMATION RELATING
TO THE COMPANY
236
236
Company name
236
6.2
Trade and companies registry
236
6.3
Date and term of incorporation
236
6.4
Registered offices, legal form,
and applicable legislation
236
Constitutive acts and Articles of Association
237
7.
STATEMENT BY THE PERSON
RESPONSIBLE FOR THE
REGISTRATION DOCUMENT
III
238
8.1
Primary Statutory Auditors
8.2
Alternate Statutory Auditors
238
8.3
Statutory Auditors’ fees
239
9.
PERSONS RESPONSIBLE FOR
FINANCIAL INFORMATION
10. FINANCIAL INFORMATION
CALENDAR
238
IV
239
237
240
V
11.
DOCUMENTS AVAILABLE
TO THE PUBLIC
240
12.
ANNUAL INFORMATION
DOCUMENT
241
235
6.1
6.5
PERSON RESPONSIBLE FOR
THE AUDIT OF THE FINANCIAL
STATEMENTS
234
3.1
4.
8.
VI
CONCORDANCE TABLE BETWEEN
THE REGISTRATION DOCUMENT
AND APPENDIX 1 OF EUROPEAN
COMMISSION REGULATION (EC)
NO. 809/2004 OF APRIL 29,
2004, IMPLEMENTING DIRECTIVE
2003/71/EC OF THE EUROPEAN
PARLIAMENT AND COUNCIL
245
VII
CONCORDANCE TABLE BETWEEN
THE REGISTRATION DOCUMENT AND
THE ANNUAL FINANCIAL REPORT,
AS DEFINED BY ARTICLE L. 451-1-2
OF THE FRENCH MONETARY AND
FINANCIAL CODE AND ARTICLE 222-3
OF THE FINANCIAL MARKETS
AUTHORITY’S GENERAL REGULATIONS 248
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Contents
1. Appraisals
II
Information from third parties, experts’ declarations
and declarations of interest
III
ANF Immobilier
Portfolio of 115 assets
Estimation of fair value
IV
Condensed report – Document - based
appraisals and valuation updates
1.2
Value date December 31, 2011
All of the properties appraised by Jones Lang LaSalle Expertises
were visited (exterior areas, some units, and shared areas) during
the first appraisal in December 2007 and then again in June 2011
for the new assets entering into our scope of study. A summary
report was drawn up for each property. At a later stage, a group
of properties was revisited during each six-monthly campaign.
As part of this appraisal on December 31, 2011, we revisited the
properties that had undergone significant transformations: end of
construction, vacation of premises, etc. Approximately 20 properties
were involved.
1.
General assignment background
1.1
GENERAL FRAMEWORK
1.1.1
Reference to the contract between the appraiser
and the mandate
According to the assignment proposal dated April 6, 2011 and signed
by Mr. Xavier De Lacoste Lareymondie of ANF Immobilier, Jones Lang
LaSalle Expertises was asked to estimate the fair value, as is, of a
115 asset portfolio in Lyon and Marseille. We have reviewed these
assets within the context of your Company’s accounting policies,
as of December 31, 2011. This is a four-year contract ending in
December 2014.
1.1.2
Independence and expertise of the appraisal
company
Jones Lang LaSalle Expertises acted as an external independent
appraiser for the purposes of this assignment.
We hereby confirm that Jones Lang LaSalle Expertises has the
expertise and market knowledge required to estimate the value of
the assets appraised.
In accordance with RICS requirements, we hereby inform you that
the fees received from ANF Immobilier represented less than 5% of
the total amount of fees received by Jones Lang LaSalle Expertises
in France for the last fiscal year, i.e. 2011.
For the year in progress (2012), this percentage should not vary
significantly.
1.1.3
Conflict of interest
Jones Lang LaSalle Expertises did not identify any conflict of interest
in carrying out this assignment, either with regard to the parties
concerned or to the property assets and rights appraised.
1.1.4
Compliance with the AMF recommendation
The assignment complies with the recommendation issued by the AMF
on February 8, 2010 regarding the description of the appraisal data
for and the risks to the real estate assets of public listed companies.
1.2.1
1.2.2
CURRENT ASSIGNMENT
Type of assignment
V
Determined value
Given the aforementioned purpose of the assignment, the value was
estimated according to the fair value method.
VI
Fair value is defined by IFRS/IAS 40 as “the amount for which the
property could be exchanged between knowledgeable, willing parties
in an arm’s length transaction.”
Professional bodies agree that fair value is virtually identical to market
value, as defined by the Royal Institution of Chartered Surveyors
(RICS) and the French Real Estate Appraisal Charter.
According to the French Real Estate Appraisal Charter (the third
edition of which was published in June 2006), market value is the
“estimated amount for which a property would be exchanged on
the date of valuation between a willing buyer and a willing seller in
an arm’s-length transaction after appropriate marketing, and where
the parties have both acted knowledgeably, cautiously, and without
pressure”.
VII
As a result, a market value appraisal is performed under the following
conditions:
a) the free will of the seller and buyer;
VIII
b) the availability of a reasonable timeframe for the negotiation, given
the nature of the asset and the market situation;
c) the fact that the asset has been offered for sale under usual
market conditions, with no restrictions and using the appropriate
resources;
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d) the absence of personal interest factors and the concept of a
balanced negotiation.
Contents
• the following international guidelines:
We have assumed that the property assets were free of all mortgages,
leases and encumbrances.
• the TEGOVA European appraisal standards,
1.2.3
• together with the standards specified in the Red Book published
by the Royal Institution of Chartered Surveyors,
Value date
The value dates involved are as of December 31, 2011. Our appraisal
report was completed on December 29, 2011.
Our report was finalized before the value date. We can reserve the
right to review our values in the event that significant events occur
that could have an impact on the value. With the decline, we estimate
that the values settled on December 29, 2011 remain current with a
value date of December 31, 2011.
1.2.4
Scope
The appraisal involves assets in Lyon and Marseille that are mainly
used for commercial, office and residential purposes. These mixeduse properties, built in the “Haussmann” style, are let to several
tenants. All these properties are held as investment properties.
II
• the principles set out by the SIIC Business Ethics Code;
• the IVSC (International Valuation Standards Council) provisions.
2.3
III
CHOSEN METHODOLOGY
We used three methods: the capitalization and comparison methods,
primarily, and in five cases, the so-called DCF (Discounted Cash
Flow) method.
The retained value in almost all cases corresponds to 50% of the
value obtained via the capitalization method plus 50% of the value
obtained via the comparison method.
The DCF method is retained for five assets used for parking in Lyon
which are subject to an agreement with LPA.
IV
3. Overall market value
2. Conditions of execution
2.1
ASSESSMENT DATA
This assignment was performed on the basis of documents and
information that were disclosed to us and that we assume to be true,
and that are meant to be a representative sample of all the information
and documents likely to have an impact on the market value of the
property that the client has in their possession or is aware of.
Jones Lang LaSalle Expertises’ assignment consisted in the following:
The overall market value corresponds to the sum of the individual
value for each asset.
Market value: €544,231,000, excluding expenses and transfer duties.
(Five hundred and forty-four million, two hundred and thirty-one
thousand euros, excluding expenses and transfer duties).
V
This value assumes that the market remains stable and that no
major changes are made to the properties between the appraisal
performance date and the value date (see Section 1.2.3.).
• to review the information supplied by our client;
• to visit the property assets (only those that been redeveloped or
where work was in progress);
• to gather the relevant information regarding the market in question;
• to provide a folder including:
• the framework for our assignment;
• the appraisal certificates,
• a values summary table.
2.2
BENCHMARKS
The appraisal and valuation work was performed in accordance with:
• the following national guidelines:
• the recommendations of the Barthès de Ruyter report on the
valuation of real estate assets owned by listed companies, which
was published in February 2000,
• the French Real Estate Appraisal Charter,
4. Comments
The ANF Immobilier real estate portfolio that we reviewed has
benefited from stable or positive trends in the investment or rental
market as a whole (particularly for modern, well situated properties
that benefit from secure income streams, which make up most of
ANF Immobilier’s property).
VI
Moreover, the ANF Immobilier properties that we reviewed have
benefited from the significant management services work put in
by ANF Immobilier, with the aim of raising rental income through
lease renewals and reletting of vacant units. Significant real estate
improvement works have been underway for several years.
This condensed report forms an integral part of the overall work
performed as part of the appraisal assignment.
VII
Paris, January 27, 2012
Michael Morris, Chairman
On behalf of Jones Lang LaSalle Expertises
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II
ANF Immobilier
85 asset portfolio
Estimation of fair value
III
Condensed report – Document- based
appraisals and valuation updates
Value date December 31, 2011
1.
General assignment background
1.1
GENERAL FRAMEWORK
1.1.1
Reference to the contract between the appraiser
and the mandate
According to the assignment proposal dated May 27, 2011 and
signed by Mr. Xavier De Lacoste Lareymondie, Jones Lang LaSalle
Expertises was asked to estimate the fair value, as is, of a portfolio
of 85 hotel assets spread across Metropolitan France. We have
reviewed these assets within the context of your Company’s
accounting policies, as of December 31, 2011. This is a four-year
contract ending in December 2014.
1.1.2
Independence and expertise of the appraisal
company
Jones Lang LaSalle Expertises acted as an external independent
appraiser for the purposes of this assignment.
We hereby confirm that Jones Lang LaSalle Expertises has the
expertise and market knowledge required to estimate the value of
the assets appraised.
In accordance with RICS requirements, we hereby inform you that
the fees received from ANF Immobilier represented less than 6.5% of
the total amount of fees received by Jones Lang LaSalle Expertises
in France for the last fiscal year, i.e. 2011.
1.1.3
Conflict of interest
Jones Lang LaSalle Expertises did not identify any conflict of interest
in carrying out this assignment, either with regard to the parties
concerned or to the property assets and rights appraised.
1.1.4
Compliance with the AMF recommendation
The assignment complies with the recommendation issued by the
AMF on February 8, 2010 regarding the description of the appraisal
data for and the risks to the real estate assets of public listed
companies.
1.2
1.2.1
CURRENT ASSIGNMENT
Type of assignment
All of the properties appraised by Jones Lang LaSalle Expertises
were visited (exterior areas, one room in each category, and the
common parts) between the first appraisal in December 2007 and
the December 2008 appraisal. A summary report was drawn up for
each property. Part of the portfolio was revisited at a later stage,
during each campaign from June 2009 to June 2011, together with
the assets added to the portfolio in 2009, 2010 and 2011, i.e. 38
total revisits carried out from 2009-2011. We have not revisited the
hotels as part of this appraisal as of December 31, 2011.
1.2.2
Determined value
Given the aforementioned purpose of the assignment, the value was
estimated according to the fair value method.
IV
Fair value is defined by IFRS/IAS 40 as “the amount for which the
property could be exchanged between knowledgeable, willing parties
in an arm’s length transaction.”
Professional bodies agree that fair value is virtually identical to market
value, as defined by the Royal Institution of Chartered Surveyors
(RICS) and the French Real Estate Appraisal Charter.
According to the French Real Estate Appraisal Charter (the third
edition of which was published in June 2006), market value is the
“estimated amount for which a property would be exchanged on
the date of valuation between a willing buyer and a willing seller in
an arm’s-length transaction after appropriate marketing, and where
the parties have both acted knowledgeably, cautiously, and without
pressure”.
As a result, a market value appraisal is performed under the following
conditions:
e) the free will of the seller and buyer;
V
VI
f) the availability of a reasonable timeframe for the negotiation, given
the nature of the asset and the market situation;
g) the fact that the asset has been offered for sale under usual
market conditions, with no restrictions and using the appropriate
resources;
h) the absence of personal interest factors and the concept of a
balanced negotiation.
VII
We have assumed that the property assets were free of all mortgages,
leases and encumbrances.
1.2.3
Value date
The value dates involved are as of December 31, 2011.
1.2.4
Scope
The portfolio consists of 85 hotels, located in Metropolitan France.
A total of 84 of these assets are leased by B&B, a specialist budget
hotel operator. One asset, the Adagio Marseille République, is leased
by Adagio, a specialist long-stay hotel operator, created by the Accor
and Pierre et Vacances Groups.
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2. Conditions of execution
2.1
ASSESSMENT DATA
This assignment was performed on the basis of documents and
information that were disclosed to us and that we assume to be true,
and that are meant to be a representative sample of all the information
and documents likely to have an impact on the market value of the
property that the client has in their possession or is aware of.
Jones Lang LaSalle Expertises’ assignment consisted in the following:
• to review the information supplied by our client;
• to gather the relevant information regarding the market in question;
• to provide a folder including:
• a generic report summarizing our appraisals and market analysis;
• a report for each asset for the hotels,
• a values summary table for all of the assets.
2.2
BENCHMARKS
• the following national guidelines:
was published in February 2000,
• the French Real Estate Appraisal Charter,
• the principles set out by the SIIC Business Ethics Code;
• the following international guidelines:
• the TEGOVA European appraisal standards,
• together with the standards specified in the Red Book published
by the Royal Institution of Chartered Surveyors,
• the IVSC (International Valuation Standards Council) provisions.
2.3
CHOSEN METHODOLOGY
Contents
II
3. Overall market value
value of each asset. The total value of the 85 assets breaks down
as follows:
• 83 assets under a fixed-rent lease with B&B: €254,640,000
excluding expenses and transfer duties (rounded value);
• the Adagio Marseille République, which is under a fixed lease with
the Adagio Group: €13,600,000 excluding expenses and transfer
duties (rounded value);
III
• the B&B Aulnay-sous-Bois hotel, which is under a variable lease
with a guaranteed minimum with the B&B Group: €5,010,000
excluding expenses and transfer duties (rounded value).
The total value of the portfolio is €273,250,000 excluding
expenses and transfer duties (rounded value).
(Two hundred and seventy-three million, two hundred and fifty
thousand euros, excluding expenses and transfer duties).
IV
4. Comments
The ANF Immobilier real estate portfolio that we reviewed has
benefited from a slightly positive trend in the hotel investment market
(particularly given the fall in yields, which mainly affected well situated
hotels that benefit from secure income streams and are in an optimal
state of renovation).
V
The hotels in the portfolio have undergone a significant concept
renovation program since they were taken over by ANF Immobilier
in August 2007, as part of a work partnership that was completed
at the end of 2010.
performed as part of the appraisal assignment.
Signed in Paris on February 13, 2012
Michael Morris, Chairman
VI
On behalf of Jones Lang LaSalle Expertises
We selected the rental income capitalization method for 83 of the
assets, which are under fixed-rent leases.
For the Adagio Marseille République, which is under a fixed lease
with scaled rent increases in the early years, we selected the DCF
(Discounted Cash Flow) method, i.e. the sum of the discounted tenyear cash flow, plus the net present value of the year-11 exit value.
VII
We selected the same DCF method for the B&B Aulnay-sous-Bois
hotel, which is under a variable lease with a guaranteed minimum.
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Condensed report
The assignment was performed in order to comply with the
recommendations issued by the AMF on February 8, 2010 regarding
the description of the appraisal data for and the risks to the real estate
assets of public listed companies.
(listed company)
General appraisal assignment background
III
DUTIES
GENERAL FRAMEWORK
Given their current occupancy conditions,
BNP PARIBAS REAL ESTATE VALUATION FRANCE, a member
of the French Real Estate Appraisers’ Association (AFREXIM) and a
signatory of the French Real Estate Appraisal Charter, was awarded
a four-year assignment via an agreement dated March 18, 2011
and signed by Mr. Xavier De Lacoste Lareymondie, representing
ANF Immobilier in his capacity as Chief Operating Officer.
• assess the market value of 106 real estate assets included in the
ANF Immobilier real estate portfolio, based on documents, except
for special cases (ongoing works, new leases, etc.)
at the set value date of December 31, 2011.
The real estate assets involved are included in a real estate asset
portfolio, the value of which has been partially estimated by
BNP PARIBAS REAL ESTATE VALUATION FRANCE on a regular
basis, on June 30 and December 31 each year since December 31,
2007.
BNP PARIBAS REAL ESTATE VALUATION FRANCE, a simplified
joint-stock company that is a 100%-owned subsidiary of BNP
Paribas, primarily aims to provide expert real estate market appraisals
(sale and rental values), and value-in-use, restoration value, and lease
rights appraisals. It has the appropriate organizational structure, level
of expertise and human and material resources for the size and type
of the expert appraisals described in the aforementioned agreement.
Since this date, the scope of the assignment entrusted to BNP
PARIBAS REAL ESTATE VALUATION FRANCE went from 135 to
106 real estate assets, 97 of which are investment properties and
nine properties are under development.
No conflict of interest was identified.
Each asset is visited every five years.
This assignment represents 0.49% of BNP PARIBAS REAL ESTATE
VALUATION FRANCE’s annual revenues.
IV
V
A portion of the assets is visited each year; primarily focusing on properties under development and assets that have undergone substantial
changes over the observation period (development works or new commercial lease, etc.).
Method
of ownership
Number
of assets
Asset category
Number
of assets
Geographical location
Number
of assets
Fully owned
106
Offices
6
Rhône-Alpes (Lyon)
22
Coownership
0
Retail
4
South-East (Marseille)
84
Finance lease
0
Residential
3
Investment properties
(residential, office and
retail)
91
Car parks
2
VI
VII
Conditions of execution
• the French Real Estate Appraisal Charter;
This assignment was performed based on documents and
information that were disclosed to us, including the rental statements
forwarded to us on October 3, 2011, all of which we assume to be
true. These documents are meant to be a representative sample of
all the information and documents likely to have an impact on the
market value of the property that the client has in their possession
or is aware of.
• the European valuation standards issued by TEGoVA (The
European Group of Valuers’ Associations);
The market value of the assets was estimated using the following
methods:
• comparison method;
was published in February 2000;
• income method;
• the Appraisal and valuation manual issued by the Royal Institution
of Chartered Surveyors (RICS).
VIII
• the so-called developer balance sheet method (applied only to
buildings under development).
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II
Overall market value as of 12/31/2011
The overall market value corresponds to the sum of the individual values of each asset.
Total value:
550,716,547
euros, excluding expenses and transfer taxes
583,639,225
euros, including expenses and transfer taxes
Broken down as follows:
III
Method of ownership % of value
Asset category
% of value
Fully owned
Offices
5.66
Rhône-Alpes (Lyon)
20.75
Retail
3.77
South-East (Marseille)
79.25
Residential
2.83
Coownership
Finance lease
100
% of value
Investment properties 85.85
(residential, office, and
retail)
Car parks
This value assumes that the market remains stable and that no major
changes are made to the properties between the date the present
appraisals were performed and the value date.
Where leased real estate assets and rights are concerned, we only
appraised the underlying real estate assets and rights and not the
sale value of the lease.
Likewise, any specific funding methods that may have been agreed
by the entities that own the assets were not taken into account.
IV
1.89
Comments
performed as part of the appraisal assignment, as well as of the
introduction to the detailed report.
V
Signed in Issy-les-Moulineaux, January 27, 2012
Jean-Claude DUBOIS
Chairman
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Condensed report
This assignment represents 0.51% of BNP PARIBAS REAL ESTATE
VALUATION FRANCE’s annual revenues.
(listed company)
The assignment was performed in order to comply with the
recommendations issued by the AMF on February 8, 2010 regarding
the description of the appraisal data for and the risks to the real estate
assets of public listed companies.
General appraisal assignment background
GENERAL FRAMEWORK
BNP PARIBAS REAL ESTATE VALUATION FRANCE, a member
of the French Real Estate Appraisers’ Association (AFREXIM) and a
signatory of the French Real Estate Appraisal Charter, was awarded
a four-year assignment via an agreement dated February 18, 2011
and signed by Mr. Xavier De Lacoste Lareymondie, representing
ANF Immobilier in his capacity as Chief Operating Officer.
III
DUTIES
Given their current occupancy conditions;
• to update the market value on portions without undertaking a
new visit;
of 84 real estate assets, depending on the property of the company
ANF Immobilier, as of the fixed value date of December 31, 2011.
BNP PARIBAS REAL ESTATE VALUATION FRANCE, a simplified
joint-stock company that is a 100%-owned subsidiary of BNP
Paribas, primarily aims to provide expert real estate market appraisals
(sale and rental values), and value-in-use, restoration value, and lease
rights appraisals. It has the appropriate organizational structure, level
of expertise and human and material resources for the size and type
of the expert appraisals described in the aforementioned agreement.
IV
The real estate assets involved are included in a real estate asset
portfolio, the value of which has been entirely or partially estimated
by BNP PARIBAS REAL ESTATE VALUATION FRANCE periodically,
on June 30 and December 31 each year since December 31, 2007.
The scope of the assignment entrusted to BNP PARIBAS REAL
ESTATE VALUATION FRANCE involves 84 real estate assets, all
investment properties.
No conflict of interest was identified.
V
Each asset is visited at least every five years.
Method of ownership
Number of assets
Asset category
Fully owned
84
Number of assets
Number of assets
Offices
Île-de-France
9
Coownership
Businesses
Northern France
2
Undivided
Retail
Rhône-Alpes
6
Construction lease
Hotels
Eastern France
8
Other
84
South-East
13
South-West
9
Other
37
Conditions of execution
• the French Real Estate Appraisal Charter;
This assignment was performed based on documents and
information that were disclosed to us, including the rental statements
forwarded to us on October 3, 2011, all of which we assume to be
true. These documents are meant to be a representative sample of
all the information and documents likely to have an impact on the
market value of the property that the client has in their possession
or is aware of.
• the European valuation standards issued by TEGoVA (The
European Group of Valuers’ Associations);
The market value of the assets was estimated using the following
method:
• income method.
was published in February 2000;
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• the Appraisal and valuation manual issued by the Royal Institution
of Chartered Surveyors (RICS).
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Overall market value as of 12/31/2011
values of each asset.
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Total value:
262,990,000
euros, excluding expenses and transfer taxes
279,160,000
euros, including expenses and transfer taxes
This value assumes that the market remains stable and that no major
changes are made to the properties between the date the present
appraisals were performed and the value date.
performed as part of the appraisal assignment, as well as of the
introduction to the detailed report.
Where leased real estate assets and rights are concerned, we only
appraised the underlying real estate assets and rights and not the
sale value of the lease.
Signed in Issy-Les-Moulineaux, January 30, 2012.
Likewise, any specific funding methods that may have been agreed
by the entities that own the assets were not taken into account.
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Jean-Claude DUBOIS
Chairman
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2. Regulatory environment
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2.1 Tax regime
On April 28, 2006, the Company opted for the SIIC (listed real estate
investment company) regime, with effect from January 1, 2006.
2.1.1 Consequences of opting for the SIIC
regime
Opting for the SIIC regime led to a partial termination of business,
as the Company ceased to be subject to corporate income tax.
This termination of business primarily resulted in an immediate tax
charge (exit tax) of €65.2 million(1), payable in four equal installments
on December 15, 2006, 2007, 2008, and 2009.
2.1.2
SIIC regime
SIICs and their subsidiaries that have opted for the SIIC regime are
exempt from corporate income tax on that part of their profits arising
from:
• the letting of property and sub-letting of leased property or
property for which possession has been temporarily granted by
the French State, a local authority, or one of their public agencies,
on the condition that 85% of these profits be paid out before the
end of the fiscal year following that in which they were realized;
• gains on the disposal of property, rights relating to a property
finance lease agreement, investments in partnerships with the
same purpose as SIICs, or in the shares of subsidiaries that have
opted for the SIIC regime, on condition that 50% of these gains
be paid out before the end of the second fiscal year following that
in which they were realized;
• dividends received from subsidiaries that have opted for the SIIC
regime, or from another SIIC, in which the Company has owned
at least 5% of the share capital and voting rights for at least two
years, on condition that these dividends be paid out in full in the
fiscal year following the one in which they were received.
SIICs are not subject to rules requiring exclusivity of purpose. If the
Company operates other businesses that are ancillary to its primary
business purpose, such as estate agent or property developer, this
is unlikely to result in its losing the benefits of this regime.
2.1.3
Ownership of the capital of SIICs
Since January 1, 2010, one or more shareholders acting in concert
cannot own, either directly or indirectly, more than 60% of the
Company’s capital or voting rights. This limit may be exceeded
following a restricted number of transactions (tender offers, certain
restructuring transactions or the conversion or redemption of bonds
into shares), provided the ownership percentage is brought back
under 60% prior to the deadline for registering the statement of
earnings for the fiscal year.
If the 60% ownership threshold is not complied with during a fiscal
year, and only once in a ten-year period, the SIIC regime would only
be suspended, provided that the ownership threshold is once again
complied with by the end of the same fiscal year in which it was
exceeded. During the suspension period, the Company would be
taxed at the corporate income tax rate applicable under common
law for that period (subject to a specific rule on gains on the disposal
of properties) but would not lose its status as an SIIC. Following
the re-application of the SIIC status, a 19% tax rate would apply
to the unrealized gains on assets in the sector exempt during the
suspension period.
Non-compliance with the ownership threshold after the end of the
fiscal year in which it was exceeded, or further non-compliance in
another fiscal year within a ten-year period following the application of
the SIIC status within the next ten-year period (for a reason other than
a tender offer, certain restructuring transactions or the conversion or
redemption of bonds into shares), the SIIC status will no longer apply.
As of December 31, 2011, through the real estate company Bingen,
Eurazeo held a 51.6% stake in ANF Immobilier’s share capital and
52% of its voting rights.
2.1.4
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20% withholding tax
Since July 1, 2007, in cases where income is paid out by a SIIC
to a shareholder other than a private natural person that directly
or indirectly owns at least 10% of its share capital, and where
the income received is not subject to corporate income tax or an
equivalent tax, the SIIC making the pay-out must pay a withholding
tax equivalent to 20% of the amount paid to that shareholder and
withheld from income exempt from tax under the SIIC regime, before
any potential withholding tax deduction.
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(1) Being 16.5% of the difference between the market value and value for tax purposes of property assets held at the date on which the Company opted
for the SIIC regime (i.e. €395.1 million).
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In the event of pay-outs giving rise to payment of this 20%
withholding tax, Article 24 of the Company’s Articles of Association
specifies a mechanism for repaying the Company, which entails that
the expense of any such withholding tax falls on the shareholders
receiving the pay-out that have given rise to the 20% withholding tax
(see paragraph entitled “Rights attached to shares” in Section 3.1 of
Chapter V of the Registration Document).
2.1.5
Loss of SIIC regime status
Failure to comply with the conditions of access to the SIIC regime in
the fiscal years that follow the adoption of said regime, or, in certain
cases, with the 60% ownership threshold, will cause the Company,
and therefore any subsidiaries which had opted for this regime, to
be withdrawn from the SIIC regime.
The loss of SIIC regime status prior to December 31, 2015 (i.e. within
ten years of opting for that status) would result in (i) an additional
corporate income tax charge on the amount of capital gains that
were taxed at the reduced rate of 16.5% at the time of opting for
the SIIC regime or when new assets became eligible for the status,
(ii) re-incorporation of the amount exempt throughout the application
of the SIIC status and that was not actually paid out into the taxable
income for the period in which SIIC status was lost, and (iii) a 25%
tax charge on unrealized gains accumulated during the exemption
period, less one-tenth of those gains per calendar year spent under
the exempt status. If the Company were to be withdrawn from the
SIIC status following a suspension period, a 19% tax charge would
be applied to unrealized gains accumulated on assets in the exempt
sector during the suspension period, in addition to the penalties
described above.
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2.1.6 Sales to an SIIC or to a subsidiary of
an SIIC
Until December 31, 2011, Article 210E of the French General Tax
Code provided for a reduced tax rate on gains on the disposal of
properties, certain property rights or real estate company securities
once the disposal is carried out specifically in favor of a company
benefiting from the SIIC regime or a subsidiary that is at least
95%-owned by one or more SIICs having opted for the SIIC regime.
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Application of the regime specified in Article 210E of the French
General Tax Code was specifically subject to a commitment by the
acquirer to retain the properties thus acquired for five years. Failure
to comply with the commitment does not mean that the reduced tax
rate applied to the assignor is compromised, but does mean that
the assignee company is liable for a fine amounting to 25% of the
asset’s acquisition value.
The Company must therefore specifically retain the assets acquired
on October 31, 2007 until October 31, 2012 under the regime of
Article 210E of the French General Tax Code (see Section 8 entitled
“B&B” in Chapter I of the Registration Document).
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2.2 Regulations applying to ownership of the Company’s
property assets
In carrying out its business, the Company is specifically subject to
the following regulations:
regulations governing Classified Facilities for the Protection of the
Environment (ICPE);
• Public Health Law: the Company is required to check properties
for asbestos and, where appropriate, remove it in accordance with
Articles R. 1334-14 to R. 1334-29-7 and R. 1337-2 to R. 13375 of the French Public Health Code. Moreover, when its sells a
property that is assigned for residential use in whole or in part, and
was built in an area at risk of exposure to lead before 1949, as
identified by the Department Prefect, the Company is also required
to append a report on the risk of exposure to lead to the sale
contract (Article L. 1334-5 of the French Public Health Code);
• Compliance with safety and disabled access standards
in establishments open to the public: properties that
ANF Immobilier owns and intended to be open to the public
must, in particular, be equipped and operated under the conditions
defined by Articles R. 123-1 et seq. of the French Construction
and Housing Code, in order to prevent risks of fire and panic, and
in Articles R. 111-19 et seq. of said Code, as well as in Decree
no. 2009-1119 of September 16, 2009, which organizes access
for the disabled and the conditions for their evacuation. Opening
a building to the public also requires authorization from the mayor,
which is contingent on inspection by the safety commission
responsible for the safety measures taken. These establishments
are then visited periodically for unannounced inspections by the
competent safety commission in order to ascertain that they
comply with safety standards;
• Environmental law: in cases where sites owned by the Company
are classified by administrative deed as being in an area covered
by a technological risk prevention plan, a foreseeable natural risk
prevention plan or as being in an earthquake zone, the Company
is required by Article L. 125-5 of the French Environmental Code
and Articles R. 125-23 et seq. of the French Environmental Code
to inform the renters. Some facilities may also be subject to French
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• Energy performance review: when a property is rented or
sold, an energy performance review is conducted, as specified
in Articles R. 134-1 to R. 134-5 of the French Construction and
Housing Code, introduced by Article 1 of Decree 2006-1147 of
September 14, 2006;
• Review of interior gas and electric fixtures and fittings: when
part or all of a residential property including a domestic gas and/or
electrical system installed over 15 years ago is sold, an installation
report is produced by the seller, as defined in Articles R. 134-6 to
R. 134-9 (interior gas fixtures and fittings report) and R. 134-10
to R. 134-13 (interior electrical fixtures and fittings report) of the
French Construction and Housing Code;
• Commercial lease law: In conducting its business, ANF Immobilier
is also subject to regulations on commercial leases. Commercial
leases are governed by Articles L. 145-1 et seq. and R. 145-1 et
seq. of the French Commercial Code;
• Residential lease law (common lease law): the letting of premises
primarily intended for residential use or for mixed business and
residential use, as well as the letting of garages, parking spaces,
gardens, and other premises let as ancillary to the main premises
by the same lessor, is governed for the most part by Law 89-462
of July 6, 1989;
• Real estate finance lease contract law: real estate finance leases
are governed, in particular, by Articles L. 313-7 et seq. of the
French Monetary and Financial Code. A financial lease contract
is essentially a financing technique that includes both a lease and
an option to purchase the leased real estate asset no later than
upon expiration of the lease;
• Compliance with the requirements of Law no. 2010-788 of
July 12, 2010, known as the “Grenelle 2” Law: ANF Immobilier
is subject to this law, which establishes an obligation to carry
out works on existing buildings in order to improve their energy
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efficiency. The decrees to implement this law shall determine the
nature of these obligations and the insulation criteria or energy
efficiency levels that must be complied with. These works are likely
to take the form of thermal insulation works (on the roof, walls,
glass walls and external doors), or works on heating, domestic
hot water, cooling, ventilation and lighting systems. A certificate of
compliance with this obligation shall be drawn up and appended
to sales and letting agreements.
In addition, leases agreed or renewed after January 1, 2012, and
which involve premises of over 2,000 sqm to be used as offices
or for commercial purposes, shall include an environmental annex.
Starting from July 14, 2013, this obligation shall apply equally to
leases concluded or renewed before January 1, 2012.
Decree no. 2011-2058 from December 30, 2011 pertaining to the
content of the environmental annex mentioned in Article L. 125-9
of the French Environmental Code specifies that the environmental
annex should include, in particular, the following elements:
• elements provided by the lessor: complete description,
energy features and annual consumption of existing equipment
in the building and pertaining to waste treatment, heating, air
conditioning, ventilation, and lighting as well as any other system
associated with the building’s characteristics;
• elements provided by the tenant: complete description,
energy features and annual consumption of existing equipment
implemented in the rented locations and pertaining to waste
treatment, heating, air conditioning, ventilation, and lighting as
well as any other system associated with its specific activity.
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V
The decree also requires the lessor and the tenant to prepare a report
illustrating the change in the building and rented locations’ energy
and environmental performance and their undertaking, based on
this report, an action program aiming to improve the energy and
environmental performance of the building and rented locations.
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3. Major contracts
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3.1 Financing contracts
On July 27, 2007, ANF Immobilier renegotiated a loan granted by
a banking pool consisting of Calyon, HSBC, BECM, and Société
Générale in 2005, and increased that loan from €186 million to
€250 million. This line of credit was agreed for a period of seven
years. The agreement relating to this loan has been subject to two
amendments, respectively dated October 30, 2007 and July 7, 2008.
The main features of this line of credit are a Euribor rate +0.50%;
compliance with Loan-To-Value, “LTV”, ratios (net debt pertaining to
revalued property value) less than or equal to 50%, and the Interest
Coverage Ratio, “ICR”, (EBITDA over financial income) greater than
or equal to 2. The loan agreement includes a clause providing that
accelerated repayment of the outstanding loan may be requested
in the event of a change in control. As of December 31, 2011,
€250 million had been drawn from this line of credit.
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In addition, on October 31, 2007, ANF Immobilier negotiated a
mortgage loan with a maximum principal amount of €257 million
from a banking pool formed by Natixis, BECM, and Société Générale
with a +0.55% Euribor rate. The same loan to value and interest
coverage ratios must be complied with for this loan as for the line of
credit referred to above. As of December 31, 2011, a total amount
of €246 million had been drawn down for this credit line. The loan
agreement includes a cross-default clause and provides that the
Company must immediately repay all amounts outstanding on its
loans in the event that a change in control occurs.
In September 2010, ANF Immobilier negotiated two bilateral loan
agreements for a total amount of €45 million and for seven and nine
year terms. The Euribor rates are +1.60% and +1.10%, respectively.
The first of these loans was subject to the same “LTV” and “ICR”
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II
ratios as well as a “DFS” ratio (financial debt secured on the total
property value) less than or equal to 22%. As of December 31, 2011,
ANF Immobilier had not drawn down either of these two new loans.
In the last quarter of 2011, ANF Immobilier concluded two bilateral
loan agreements for a total maximum amount of €33.0 million. The
Euribor rates are +1.35% and +1.05%, respectively. In addition to
these two contracts, the Company negotiated a five-year renewable
loan with BNP Paribas for a maximum amount of €80.0 million.
The Euribor rate for this loan is +1.60%. It remains subject to the
same “LTV”, “ICR”, and “DFS” ratios and the agreement provides
that the Company must immediately repay all amounts outstanding
on its loans in the event that a change in control occurs. As of
December 31, 2011, ANF Immobilier had not drawn down any of
these new loans.
III
3.2 Strategic agreement with the B&B Group
IV
Please refer to Section 8, entitled “B&B” in Chapter I of the Registration Document.
3.3 Service agreement
V
On December 20, 2005, ANF Immobilier signed a service provision
agreement with Eurazeo, under the terms of which Eurazeo
undertook to provide general assistance to ANF Immobilier, in order
to help the Company achieve the aims established and agreed by
the Supervisory and Executive Boards. This agreement was for a
term of one year from January 1, and is renewable for further periods
of one year.
The compensation received by Eurazeo amounts to all costs and
expenses incurred by Eurazeo as part of the services provided to
ANF Immobilier.
For the year ending December 31, 2010, the amount paid by
ANF Immobilier under this service agreement was €1,028,000
excluding tax (paid in 2011).
The amount of the compensation payable to Eurazeo for 2011
(payable in 2012) will amount to €1,117,100 excluding tax.
In 2011, 60% of Mr. Bruno Keller’s compensation was re-billed to
ANF Immobilier under this contract.
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4. Legal and arbitration proceedings
Current litigations are shown in Note 7 to the consolidated financial
statements and in Note 9 to the annual financial statements.
government, court, or arbitration proceedings pending or threatened
VII
that might have a material effect on the Company’s and/or the
ANF Immobilier Group’s financial position or profitability, or that have
had such an effect over the past 12 months.
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5. Dependence on patents and licenses
II
ANF Immobilier is not engaged in any research and development activity and does not own any patents or licenses.
III
6. Information relating to the Company
6.1 Company name
IV
The name of the Company is “ANF Immobilier”.
6.2 Trade and companies registry
ANF Immobilier is registered with the Paris Trade and Companies Registry under number 568 801 377. ANF Immobilier’s SIRET number is
568 801 377 00108 and its activity code is 7010Z – Activities of Head Offices.
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6.3 Date and term of incorporation
ANF Immobilier was formed on June 25, 1882. Incorporation has been extended until June 23, 2081, except in the event of a dissolution or
extension by decision of the Shareholders’ Meeting.
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6.4 Registered offices, legal form,
and applicable legislation
The registered offices are at 32, rue de Monceau, 75008 Paris.
VII
ANF Immobilier is a limited company (société anonyme) with an Executive Board and a Supervisory Board governed by the provisions of the
French Commercial Code.
The telephone number of the registered office is: +33 (0)1 44 15 01 11
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6.5 Constitutive acts and Articles of Association
Corporate purpose (Article 3 of the Articles
of Association)
ANF Immobilier’s direct and indirect purpose in France and all other
countries is to:
• acquire by means of purchase, exchange, transfer in kind or by
other means, or take a lease or long-term lease on any property,
regardless of whether it has already been built;
• build properties or engage in other transactions directly or indirectly
related to the construction of such properties;
• finance acquisitions and construction transactions;
• operate, by renting or otherwise, administer and manage all
properties on its own account or for the account of third parties;
• supply all services to any entities or companies in the Group to
which it belongs;
• acquire, manage, or dispose, by any means, of all minority or
controlling stakes and, more generally, of all securities, listed or
otherwise, and of all moveable and immoveable rights, in France
or abroad, in any companies or entities engaged in activities that
are in line with its corporate purpose;
III
• provide guarantees and endorsements to promote the financing
of subsidiaries or companies in which the Company holds an
investment;
• and more generally, all tangible and intangible, financial, industrial
or commercial transactions directly or indirectly related to one of
these purposes or any similar or related purpose that might assist
the furthering or execution of such transactions.
IV
• dispose of all properties or property rights by sale, exchange,
contribution, or other means;
7. Statement by the person responsible
for the Registration Document
“Paris, April 10, 2012
I hereby certify that, having taken all reasonable measures in this
regard and to the best of my knowledge, the information contained in
this Registration Document is true and does not contain any omission
likely to affect its scope.
I hereby certify that, to the best of my knowledge, the financial
statements have been prepared in accordance with the applicable
accounting standards and give a true picture of the assets and
liabilities, financial positions and income of the Company and of all
consolidated companies, and that the management report in this
Registration Document, as mentioned in the correlation table in
Chapter IX of the Registration Document, presents a true picture
of the business development, earnings and financial position of the
Company and of and all the consolidated companies, as well as an
accurate description of the main risks and uncertainties that they face.
V
I have received an end-of-assignment letter from the Statutory
Auditors, in which they state that they have checked the information
relating to the Company’s financial position and the financial
statements provided in this Registration Document, and that they
have read this Registration Document in its entirety.
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The Statutory Auditors drew up a report on the consolidated financial
statements for the fiscal year ending on December 31, 2009, which
are included in this document for reference purposes. This report is
included on pages 126 and 127 of the Registration Document for
the 2009 fiscal year, which was filed with the AMF on April 21, 2010
under number D. 10-0299, and contains a comment on the new
accounting standards that became compulsory from January 1, 2009
onwards.”
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Bruno Keller
Chairman of the Executive Board of ANF Immobilier
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8. Person responsible for the audit
of the financial statements
8.1 Primary Statutory Auditors
• PricewaterhouseCoopers Audit, domiciled at 63 rue de Villiers –
92208 Neuilly-sur-Seine Cedex, represented by Rémi Didier.
• Mazars, domiciled at 61 rue Henri Regnault – 92075 La Défense
Cedex, represented by Mr. Guillaume Potel.
Date of first term: Appointed at the Shareholders’ Meeting of
June 21, 1991.
Date of first term: Appointed at the Shareholders’ Meeting of
May 25, 1994.
Date of term renewal: Ordinary and Extraordinary Shareholders’
Meeting of May 28, 2009.
Current term of office expiring at the Shareholders’ Meeting to be
The current mandate expires at the Ordinary Shareholders’
Meeting called to approve the financial statements for the fiscal
year ending on December 31, 2014.
Mazars is a member of the Versailles Regional Chamber of
Statutory Auditors.
PricewaterhouseCoopers is a member of the Versailles Regional
Chamber of Statutory Auditors.
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IV
It will be proposed at the Ordinary and Extraordinary Shareholders’
Meeting to be held on May 3, 2012, to renew Mazars’ term of
office for a duration of six fiscal years which will expire at the end
of the Ordinary Shareholders’ Meeting to approve the financial
statements for the fiscal year ending December 31, 2017.
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8.2 Alternate Statutory Auditors
• Mr. Patrick Frotiée, domiciled at 63 rue de Villiers – 92208 Neuillysur-Seine Cedex.
• Mr. Jean-Louis Simon, domiciled at 61 rue Henri Regnault – 92075
La Défense Cedex.
Date of first term: appointed at the Shareholders’ Meeting on
May 23, 1997.
Date of first term: appointed at the Shareholders’ Meeting on
June 4, 2004.
Date of term renewal: Ordinary and Extraordinary Shareholders’
Meeting of May 28, 2009.
Current term of office expiring at the Shareholders’ Meeting to be
The current mandate expires at the Ordinary Shareholders’
Meeting called to approve the financial statements for the fiscal
year ending on December 31, 2014.
It will be proposed at the Ordinary and Extraordinary Shareholders’
Meeting to be held on May 3, 2012, to renew Mr. Jean-Louis
Simon’s term of office for a duration of six fiscal years which
will expire at the end of the Ordinary Shareholders’ Meeting
to approve the financial statements for the fiscal year ending
December 31, 2017.
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8.3 Statutory Auditors’ fees
TABLE SHOWING FEES PAID TO THE STATUTORY AUDITORS
Mazars
Gross amount
(excluding tax)
Gross amount
(excluding tax)
%
(€)
III
%
(€)
2011
2010
2011
2010
2011
2010
2011
2010
172,500
185,000
97
100
172,500
185,000
97
100
5,000
-
3
-
5,000
-
3
-
177,500
185,000
100
100
177,500
185,000
100
100
Legal, tax and employee-related
-
-
-
-
-
-
-
-
Other (to be specified if >10% of the
audit fees)
-
-
-
-
-
-
-
-
Sub-total
-
-
-
-
-
-
-
-
177,500
185,000
100
100
177,500
185,000
100
100
Audit
Statutory Auditors, certification, review
of parent company and consolidated
financial statements
Ancillary duties
Sub-total
IV
Other services, if applicable
TOTAL
V
These fees relate solely to the issuer.
9. Persons responsible for financial
information
Mr. Bruno Keller, Chairman of the Executive Board
Mr. Xavier de Lacoste Lareymondie, Chief Operating Officer
Address: 32, rue de Monceau, 75008 Paris
Address: 32, rue de Monceau, 75008 Paris
Telephone: +33 (0)1 44 15 01 11
Telephone: +33 (0)1 44 15 01 11
Facsimile: +33 (0)1 47 66 07 93
Facsimile: +33 (0)1 47 66 07 93
Email: [email protected]
Email: [email protected]
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Financial information calendar
4
Contents
10. Financial information calendar
II
ANF Immobilier 2012 Financial Agenda
2011 results
Friday, February 17, 2012
Thursday May 3, 2012
2013 first quarter revenues
2012 first half results
2012 third quarter revenues
III
Thursday, May 10, 2012
Wednesday, August 29, 2012
Friday, November 9, 2012
IV
11. Documents available to the public
Copies of the Registration Document are available free of charge
from ANF Immobilier and on the websites of the Financial
Markets Authority (www.amf-france.org) and of ANF Immobilier
(www.anf-immobilier.com).
All legal and financial documents relating to ANF Immobilier that
should be made available to shareholders in accordance with the
regulations in force may be consulted at ANF Immobilier’s registered
offices.
V
VI
VII
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I
Annual information document
4
Contents
12. Annual information document
ANF Immobilier
Limited company with capital of €27,774,794
Registered offices: 32, rue de Monceau, 75008 Paris
The information listed below and published in the BALO (Bulletin of
Mandatory Legal Announcements, Bulletin des Annonces Légales
Obligatoires in French), by the AMF (Financial Markets Authority),
Euronext Paris SA (Euronext) and ANF Immobilier is available on the
following websites:
BALO
Annual Information Document
Document prepared in accordance with Article 222-7 of the AMF’s
General Regulations.
Published Information
II
III
www.balo.journal-officiel.gouv.fr
AMF
www.amf-france.org
EURONEXT Paris SA
ANF Immobilier
www.euronext.com
www.anf-immobilier.com
Date of Publication
IV
Publication Medium
Declaration of transactions in the Company’s shares performed between
March 26 and 30, 2012
04/02/2012
ANF Immobilier regulatory information website
Conditions of Attendance for the Shareholders’ Meeting to be held on
May 3, 2012.
03/28/2012
ANF Immobilier Corporate website
Prior notice of the Shareholders’ Meeting to be held on May 3, 2012
03/28/2012
ANF Immobilier Corporate website, BALO
March 19 and 23, 2012
03/26/2012
March 12 and 17, 2012
03/19/2012
Number of shares and voting rights as of February 29, 2012
03/15/2012
ANF Immobilier regulatory information website,
Euronext
ANF Immobilier’s entrance into the EPRA index
03/12/2012
Euronext
March 5 and 9, 2012
03/12/2012
March 1 and 2, 2012
03/05/2012
February 27 and 29, 2012
03/01/2012
02/27/2012
02/20/2012
2011 results
02/17/2012
Euronext
Publication of the compensation packages for executive corporate officers
02/16/2012
02/13/2012
02/06/2012
Number of shares and voting rights as of January 31, 2012
02/02/2012
Euronext
January 23 and 27, 2012
01/30/2012
Euronext
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VI
VII
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241
I
4
Date of Publication
Contents
Publication Medium
01/23/2012
01/16/2012
Declaration of transactions in the Company’s shares performed
January 6, 2012
01/09/2012
Number of shares and voting rights as of December 31, 2011
01/05/2012
Euronext
First investment in Bordeaux
12/22/2011
ANF Immobilier Corporate website, Euronext
December 12, 2011
12/20/2011
March 5 and 9, 2011
12/12/2011
December 1 and 2, 2011
12/06/2012
Number of shares and voting rights as of November 30, 2011
12/05/2011
Euronext
November 28 and 30, 2011
12/01/2011
Acquisition in Lyon
11/30/2011
11/28/2011
11/21/2011
11/14/2011
2011 third quarter revenues
11/10/2011
Number of shares and voting rights as of October 31, 2011
11/07/2011
Euronext
11/07/2011
October 31, 2011
11/02/2011
October 24 and 28, 2011
10/31/2011
October 19, 2011
10/24/2011
October 10, 2011
10/17/2011
Number of shares and voting rights as of September 30, 2011
10/06/2011
Euronext
September 29 and 30, 2011
10/03/2011
September 21, 2011
09/26/2011
September 5 and 6, 2011
09/12/2011
II
III
IV
V
VI
VII
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I
4
Date of Publication
Contents
II
Publication Medium
Number of shares and voting rights as of August 31, 2011
09/02/2011
Euronext
August 29 and 31, 2011
09/01/2011
Results from the first half of the year
08/31/2011
08/29/2011
08/22/2011
08/16/2011
08/08/2011
Number of shares and voting rights as of July 31, 2011
08/03/2011
Euronext
July 26 and 29, 2011
08/02/2011
July 18 and 25, 2011
07/25/2011
July 8 and 15, 2011
07/18/2011
July 1 and 7, 2011
07/08/2011
Number of shares and voting rights as of June 30, 2011
07/06/2011
June 22 and 30, 2011
07/01/2011
Half-year financial report
06/30/2011
June 15 and 21, 2011
06/22/2011
ANF Immobilier installs the first Casino Shopping Center in Marseille
06/21/2011
June 8 and 14, 2011
06/15/2011
Number of shares and voting rights as of May 31, 2011
06/08/2011
Approval of the Company and Consolidated Financial Statements
06/08/2011
BALO
Establishment of the rent of the Printemps store in Lyon
06/06/2011
May 27 and 31, 2011
06/03/2011
May 19 and 26, 2011
05/27/2011
Number of shares and voting rights at the end of the Shareholders’
Meeting May 17, 2011
05/25/2011
BALO
May 12 and 18, 2011
05/20/2011
May 9 and 11, 2011
05/13/2011
III
IV
V
VI
VII
VIII
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I
4
Date of Publication
Contents
Publication Medium
2011 first quarter revenues
05/10/2011
ANF Immobilier Corporate website, Euronext
May 2 and 6, 2011
05/10/2011
Prospectus made available having received visa no. 11-143 issued by AMF
05/06/2011
Euronext
Number of shares and voting rights as of April 29, 2011
05/05/2011
Declaration of a transaction in the Company’s shares performed on
April 29, 2011
05/04/2011
Meeting notice for the Ordinary and Extraordinary Shareholders’ Meeting
on May 17, 2011
05/02/2011
BALO
April 19 and 28, 2011
04/29/2011
April 12 and 18, 2011
04/19/2011
Prior notice of the Ordinary and Extraordinary Shareholders’ Meeting on
May 17, 2011
04/11/2011
BALO
Number of shares and voting rights as of March 31, 2011
04/05/2011
II
III
IV
V
VI
VII
VIII
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I
Concordance table between the Registration Document and Appendix 1 of European Commission Regulation (EC) no
4
Contents
Concordance table between
the Registration Document and Appendix
1 of European Commission Regulation (EC)
no. 809/2004 of April 29, 2004,
implementing Directive 2003/71/EC
of the European Parliament and Council
II
III
In order to make reading this Registration Document easier, the following table of headings identifies the main sections required by European
Commission Regulation (EC) 809/2004 of April 29, 2004, implementing Directive 2003/71/EC of the European Parliament and Council to be
identified
Information
IV
Chapter/Paragraph/Page(s)
1
Persons responsible
1.1
Persons Responsible for the Information
Section 9-Chapter IX (p. 239)
1.2
Certification by the person responsible
2
Statutory Auditors for the financial statements
3
Selected financial data
4
Risk factors
5
Information about the Company
5.1
History and development of the Company
5.2
Investments
6
Business overview
6.1
Main businesses
6.2
Main markets in which the Company operates
6.3
Exceptional events
6.4
Extent to which the Company depends on patents or licenses, industrial, commercial,
or financial agreements or new manufacturing processes
7
Organization chart
7.1
Description of the Group
7.2
List of material subsidiaries
8
8.1
Material property, plant and equipment
8.2
Environmental issues that may influence use by the issuer of its property,
plant and equipment
V
Section 8-Chapter IX (p. 238 to 239)
Section 10-Chapter I (p. 29 to 30)
Chapter III (p. 84 to 92)
Section 2-Chapter I (p. 30)
Section 4-Chapter I (p. 12 to 14) and
Sections 5, 6 and 7-Chapter I (p. 15 to 22)
VI
Sections 1 to 8-Chapter I (p. 6 to 24)
Sections 5, 6 and 8-Chapter I
(p. 15 to 20 and 22)
N/A
VII
Section 2-Chapter I (p. 32)
Section 2-Chapter I (p.32)
and Section 6-Chapter IV (p. 106)
Sections 4 to 8-Chapter I (p. 12 to 23)
§2.2-Chapter IX (p. 233 to 234)
VIII
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4
Information
Contents
9
Review of the Company’s financial position and net income
9.1
Financial position
Sections 1 to 3-Chapter IV (p. 94 to 103)
9.2
Net operating income
Sections 1 to 3-Chapter IV (p. 94 to 103)
10
Cash and equity capital
11
Research and development, patents and licenses
12
Information on trends
12.1
Main trends that have affected production, sales and stocks, and sales costs and prices
since the end of the last fiscal year
12.2
Known trends, uncertainties or requests, commitments or events reasonably likely to have
an appreciable influence on the issuer’s prospects, at least in the current fiscal year
13
Profit forecasts or estimates
14
Administrative, management, supervisory, and senior management bodies
14.1
Information concerning members of the Company’s administrative and management bodies
14.2
Conflicts of interest in administrative, management, and supervisory bodies and Senior
Management
15
Compensation and benefits
15.1
Amount of compensation paid and benefits in kind
15.2
Total amounts provisioned or otherwise recorded by the Company or its subsidiaries
for the purposes of paying pensions, retirement benefits or other benefits
16
Operation of administrative and management bodies
16.1
Expiration date for current terms of office
16.2
Service contracts binding members of administrative and management bodies
16.3
Information on the Audit Committee and the Compensation Committee
16.4
Declaration of compliance with the Corporate Governance regime
17
Employees
17.1
Number of employees
17.2
Investments and stock options
Section 6-Chapter II (p. 70 to 73)
17.3
Agreements for employee profit-sharing in the Company’s share capital
18
Main shareholders
18.1
Shareholders owning more than 5% of the share capital
§2.1-Chapter VII (p. 166)
18.2
Existence of different voting rights
18.3
Ownership or control of the Company
18.4
Agreement that could give rise to a change of control if implemented
19
Related-party transactions
II
Section 4-Chapter IV (p. 104 to 106)
III
Chapter I (p. 4 to 5)
Chapter I (p. 4 to 5), section 2 Chapter I
(p. 8 to 10) and Section 7-Chapter I
(p. 21 to 22)
N/A
Sections 1 and 2-Chapter II (p. 36 to 51)
IV
Section 3-Chapter II (p.52)
§5.4 and 5.5-Chapter II (p. 62 to 63)
V
Section 10-Chapter II (p. 81)
§4.1-Chapter II (p. 53)
Note 22-Chapter V (p. 136)
VI
VII
VIII
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246
I
4
Information
Contents
II
20
Financial information on the Company’s net assets, financial position and results
20.1
Historical financial information
Chapter V (p. 107 to 139)
and Chapter VI (p. 139 to 163)
20.2
Pro forma financial information
N/A
20.3
Verification of historical annual financial information
and Chapter VI (p. 162 to 163)
20.4
Closing date of the last accounting period: December 31, 2011
Chapter VI (p. 137 to 138)
and Chapter IV (p. 139 to 164)
20.5
Half-yearly and other financial information
20.6
Dividend distribution policy
20.7
Legal and arbitration proceedings
20.8
Material changes in financial or commercial position
21
Additional information
21.1
Share capital
21.2
Constitutive acts and Articles of Association
22
Major contracts
23
Information from third parties, experts’ declarations and declarations of interest
24
Documents available to the public
25
Information on investments
III
N/A
Section IV-Chapter IX (p. 235)
Chapter 5 (p. 114)
IV
Section 5-Chapter VII (p. 172 to 173)
Note 19-Chapter VI (p. 159)
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I
Concordance table between the Registration Document and the annual financial report, as defined by Article L
4
Contents
Concordance table between the Registration
Document and the annual financial report,
as defined by Article L. 451-1-2 of the French
Monetary and Financial Code and Article 222-3
of the Financial Markets Authority’s General
Regulations
Information
Annual financial statements
Consolidated financial statements
Management report data
Statement by the private individuals responsible
IV
Sections 1 to 3-Chapter IV (p. 94 to 103),
Section 4-Chapter IV (p. 104 to 106),
Chapter III (p.84 to 92),
Section 2-Chapter VIII (p. 181 to 183),
Section 3-Chapter VIII (p. 183 to 194)
Section 8-Chapter VII (p. 177)
V
Statutory Auditors’ report on the consolidated financial statements
The Registration Document constitutes the annual financial report
for the fiscal year ending December 31, 2011, as specified by
Article L. 451-1-2 of the French Monetary and Financial Code and
Article 222-3 of the Financial Markets Authority’s General Regulations.
III
Statutory Auditors’ report on the annual financial statements
In accordance with AMF’s General Regulations, and in particular,
its Article 212-13, the Registration Document was filed with the
Financial Markets Authority (AMF) on April 11, 2011. This Registration
Document can only be used to support a financial transaction if it is
supplemented by an offering circular, as specified by the Financial
Markets Authority. The Registration Document has been prepared
by the Company, and its signatories are responsible for its content.
II
Copies of the Registration Document can be obtained free of charge
from ANF Immobilier at 32, rue de Monceau, 75008 Paris, France,
from the Financial Markets Authority website at www.amf-france.org,
and from the ANF Immobilier website at www.anf-immobilier.com.
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Printed in France by an Imprim’Vert certified printer standards on 100% recycled paper, elementary chlorine-free, EU Ecolabel
and FSC Mixed Sources certified, made from pulp originating from sustainably managed forests and other verified sources.
73, rue de la République - 69002 Lyon
+33 4 78 37 31 83
26, rue de la République - 13001 Marseille
+33 4 91 91 92 02
www.anf-immobilier.com
Photo credits : AFAA Architecture - CCG Architecture / Agence FLINT / Frederico Kraus.
HEAD OFFICE
32, rue de Monceau - 75008 Paris
+33 1 44 15 01 11

the 2011 Registration document in PDF format

Transcription

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