SECTION 1 -

6.2 Preliminary transactions
The Transaction requires the implementation of certain preliminary transactions involving
the transfer of interests, assets or activities, and refinancing in order to separate the Services Business
(as defined in section 1.3.2.1 of this prospectus) and to optimize the organization of the future New
Services Group and of the Accor group following the Transaction, which are summarized below and
described in greater detail in a schedule to the Contribution Agreement (the “Preliminary
Transactions”).
6.2.1 Reorganization of businesses and equity holdings
As a general matter, the businesses that make up the Services Business are carried out by
distinct ad‐hoc subsidiaries within the Accor group. At the beginning of 2010, only two companies (in
Argentina and Switzerland) had combined operations (i.e., hotel and services businesses). These
operations were separated in each of these countries during the first quarter of 2010:
• In Argentina, the separation was achieved through a spinoff of the Argentine
company’s hotel business.
• In Switzerland, the separation was achieved through a sale by Accor Gestion Hôtelière
et Services SA of its services business to a special purpose vehicle, New Services Suisse
SA.
The separation of the hotel and services businesses also requires certain of the Accor group’s
equity holdings to be transferred, either because these equity holdings are held through companies
that are involved in hotel operations, or in order to optimize the organization of the future Group and
of the Accor group following the Transaction. The main transfers, which are expected to occur prior
to the Completion Date, are:
• The sale by the holding company that controls the Accor group’s Italian businesses of
its interest in the Italian services subsidiary to Accor Services France (42.28%), to the
Spanish services subsidiary (11.38%) and to the Belgian services subsidiary (44.64%);
• The sale by the holding company that controls the Accor group’s United Kingdom
businesses of its interest in the United Kingdom services subsidiary to the Italian
services subsidiary;
• The contribution by the holding company that controls the Accor group’s Belgian
businesses of its 39.25% interest in the Brazilian services holding company to the
Belgian services subsidiary, followed by the sale of the Belgian services subsidiary to a
French holding company (“ASH”) that is expected to be contributed to the Company;
• The purchase by ASH of the interest in the share capital of the U.S. services subsidiary
from the holding company that controls the Accor group’s U.S. businesses, and of the
interest in the Australian services subsidiary held by the holding company that
controls the Australian business;
• The sale by Accor of its interest in two Swedish services companies to the main
Swedish services subsidiary, and of its interest in the Uruguayan services subsidiary to
the Belgian services subsidiary; and
• The transfer to the Italian services subsidiary of certain interests that are currently
held by the Belgian services subsidiary (Romania, Slovakia, Turkey).
The transfer transactions were carried out through sales and contributions. The purchases of
securities by the Services Entities (as defined below) represented net indebtedness of €2.1 billion (see
the note “Basis for preparation of pro forma financial statements – Main pro forma adjustments – Pro
forma adjustments to the balance sheets” to the pro forma financial statements included in section
10.2.1 of this prospectus). New Services Holding and the Services Entities benefit (directly and
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