SECTION 1 -

• the proper operation of the company’s internal processes, in particular those relating
to the protection of its assets;
• the reliability of financial reporting;
and in general, contributes to the oversight of its business, the efficiency of its operations,
and the efficient use of its resources.
The Company has already formed an internal audit team comprised of severl internal
auditors working under the leadership of an internal audit director, who was a member of the Accor
group’s internal audit team and which will be operational on the date of admission of the Company
shares for trading on Euronext Paris.
5.5 Corporate governance
In furtherance of good governance policies, the rules of governance that are intended to be
applied to the Company’s operations as of the admission of its shares for trading on Euronext Paris
will be established by the Board of Directors by the combined general shareholders’ meeting on June
29, 2010, which will include seven independent directors within the meaning of the AFEP‐MEDEF code
of corporate governance for listed companies published in December 2008.
The Board of Directors’ meeting that will take place following the shareholders’ meeting on
June 29, 2010 will vote on the applicability of the AFEP‐MEDEF code of corporate governance for
listed companies published in December 2008.
In addition to the press releases that will be published, more detailed information concerning
the Company’s corporate governance will be published in its half‐year financial report.
SECTION 6 ‐ PRESENTATION AND TERMS OF THE TRANSACTION
6.1 General overview of the transaction
The admission of the Company’s shares for trading on Euronext Paris is part of the creation
of an autonomous Group made up of the various components of the Accor group’s Services Business
(as defined in section 6.3.2.1 of this prospectus) with the Company as the parent of the Group.
This creation of the Group will be achieved through a contribution by Accor, under the legal
regime for spinoffs, of the entire Services Business, followed by the spinoff by Accor to its
shareholders (other than Accor itself) of the shares issued as consideration for the contribution
(together, the “Transaction”). The completion of the Transaction is subject to the satisfaction of
certain conditions precedent described below in section 6.1.2 of this prospectus.
The Transaction will be carried out within the framework of the separation plan approved by
Accor’s Board of Directors on February 23, 2010. As discussed in greater detail in section 6.3.1.2 of
this prospectus, The Transaction and the admission of the Company’s shares for trading on Euronext
Paris will increase the Company’s visibility, provide it with direct access to financial markets, and
ensure that it has the support of a stable ownership structure to pursue its growth strategy.
The agreement setting forth the terms of the Transaction (the “Contribution Agreement”) is
a private deed (acte sous seing privé) that was executed by Accor and the Company on April 19, 2010.
Subject to the satisfaction or the waiver of the conditions precedent described in further
detail in section 6.1.2 of this prospectus, the contribution of assets will be completed on the date that
the Company’s Combined General Meeting records the final completion of the contribution (the
“Completion Date”). This meeting is scheduled to take place on June 29, 2010.
The contribution of the Contributed Business (as defined in section 6.3.2.1) will be followed
by the spinoff of the Company’s shares issued as consideration for the contribution to Accor’s
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