SECTION 1 -

(c) Calculation of the contributed net asset book value
On the basis of the foregoing elements, the book value of the net assets contributed by
Accor to the Company pursuant to the Transaction amounts to €1,099,185,385.63.
In euros Net value
TOTAL of the assets contributed ........................................................................................................... 1,116,195,433.62
TOTAL of the liabilities assumed............................................................................................................ 17,010,047.99
Net assets contributed ............................................................................................................ 1,099,185,385.63
As a result of the mechanism provided for in section 6.3.3.2(d) of this prospectus, the
amount of the contributed net assets contributed will remain unchanged despite the fact that the
Company will assume the assets and liabilities relating to the Contributed Business at their net book
value on the Completion Date.
(d) Preparation of the Contribution Statement
Within thirty (30) days of the Completion Date, Accor will deliver the balance sheet of the
Contributed Business as at the Completion Date (the “Contribution Statement”) to the Company. The
Contribution Statement will be prepared using the same accounting principles as those used to
prepare the Projected Contribution Statement, provided, however, that this Contribution Statement
will show, if applicable, a claim of the Company against Accor (on the asset side) or, alternatively, a
claim of Accor against the Company (on the liability side), in an amount such that the book value of
the net assets of the Contributed Business recorded in the Contribution Statement, incorporating the
negative or positive amount of the claim, as applicable, will be equal to the book value of the net
assets of the Contributed Business recorded in the Projected Contribution Statement
(€1,099,185,385.63).
New Services will have a period of thirty (30) days from the date on which it receives the
Contribution Statement (the “Opposition Period”) to notify Accor of its objection to any of the
elements included in the Contribution Statement by delivering a notice of opposition (the
“Opposition Notice”) to Accor at the latest on the last day of the Opposition Period. If Accor does not
receive any Opposition Notice within this time frame, the Company will be deemed to have accepted
the Contribution Statement without any reservations, and it will become final with no possibility of
further objection.
If an Opposition Notice is sent to Accor, and if the Parties cannot reach an agreement on the
principle and/or the amount of the proposed adjustments, the disputed items will be submitted to an
expert (the “Auditor”). The Auditor will settle any disputes in accordance with the principles set forth
in this article with respect only to those items that the Accor and New Services are unable to agree
upon, and will then prepare the final Contribution Statement. Accor and the Company will use their
best efforts to allow the Auditor to render its decision within a period of thirty (30) days from its
appointment. The Auditor’s decision will be binding on the Parties and may not be appealed. The
Auditor’s fees will be borne equally by Accor and the Company.
Any claim recorded on the asset or liability side of the Contribution Statement will be paid by
the Party liable for such payment within five (5) days of the date on which the final Contribution
Statement is established.
None.
6.3.3.3 Expert Appraisal
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