SECTION 1 -

Accordingly, as consideration for the contribution of assets contemplated in the Contribution
Agreement, the Company will increase its capital by a nominal amount of €451,757,792 through the
issue of 225,878,896 new shares with a par value of €2 each. This amount assumes that Société
d’Exploitation et d’Investissement Hôtelier ‐ SEIH held by Accor will be wound‐up prior to the
Completion Date.
Based on the foregoing, the share capital of the Company will be increased by a nominal
amount of €451,757,792, from €37,000, its current nominal amount, to the nominal amount of
€451,757,792, divided into 225,897,396 shares, fully paid‐up and all of the same class.
The new shares will be entirely fungible with the existing shares and will be subject to all of
the provisions of the Company’s bylaws. They will have a right to all of the distributions declared
after the Completion Date and will be admitted for trading on Euronext Paris as of the Ex‐Date.
6.3.3 Accounting for the Transaction
6.3.3.1 Valuation principles
Because the Transaction is an indivisible transaction involving a contribution of assets at
book value among companies that are members of the same group followed by a share spinoff (and
not a sale) to the Accor shareholders, which should be treated in a consistent manner for accounting
purposes, the Transaction will be carried out at book value. This book value shall correspond to the
net book value of the transferred items on the Completion Date, as such items will be recorded in the
Contribution Statement (defined below).
6.3.3.2 Description and valuation of the contributed assets and assumed liabilities
(a) Description and valuation of the contributed assets
Subject to the provisions of section 6.3.2.1 above, the contributed assets shall include all of
the assets and rights of the Contributed Business, in their existing condition on the Completion Date
(whether or not they are recorded in the reference accounts or the Projected Contribution Statement,
and including all of the unknown or future rights related to the operation of the Contributed Business
arising prior to the Completion Date), other than the assets sold or destroyed between January 1,
2010 and the Completion Date, but increased to reflect any assets relating to the Contributed
Business acquired by Accor during such period. They will also include, if applicable, a claim of the
Company against Accor, the amount of which will be determined as provided below, which is
intended to ensure that the book value of the net assets of the Contributed Business on the
Completion Date recorded in the Contribution Statement (defined below) is equal to the net assets
recorded in the Projected Contribution Statement (€1,099,185,385.63).
On the basis of the reference accounts, the Projected Contribution Statement and the items
mentioned in the Contribution Agreement, and given that the Transaction will be carried out at net
book value, the breakdown of the book value of the net assets of the Contributed Business is as
follows:
In euros Net book value
Concessions, patents, similar rights................................................................................................ 270,759.70
Other intangible assets................................................................................................................... 164,303.34
Intangible assets.................................................................................................................................... 435,063.04
Property, plant and equipment....................................................................................................... 18,272.65
Other tangible assets...................................................................................................................... 517,707.77
Current assets................................................................................................................................. 406,006.34
Tangible assets ...................................................................................................................................... 941,986.76
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