SECTION 1 -

6.3.3.4 Contribution premium
The difference between the amount of the net assets contributed and the nominal amount
of the share capital increase of New Services will be accounted for as the “contribution premium”.
The amount of the contribution premium that will be submitted for the approval of the Company’s
General Meeting was established by the Company’s Board of Directors pursuant to the provisions of
article 5.2 of the Contribution Agreement at the meeting that was held on May 11, 2010.
On the basis of a net asset value of €1,009,185,385.63, and assuming a share capital increase
of €451,757,792.00, the contribution premium would amount to €647,427,593.63.
The contribution premium to which the existing and new shareholders of New Services will
be entitled will be recorded on the liability side in the balance sheet of New Services. It may be
allocated as decided by the Company’s shareholders’ meeting, in accordance with the principles in
force.
6.3.4 Distribution of the Company’s shares to the Accor shareholders
The new Company shares issued as consideration for the Transaction, 225,878,896 Company
shares, which represent 99.99% of the share capital of the Company on the Completion Date after the
completion of the Transaction, will be distributed by Accor to its shareholders (other than Accor
itself), in proportion to their equity interest in the share capital of Accor, at the rate of one (1) New
Services share for each Accor share.
The Transaction will be submitted to the shareholders of Accor and New Services Holding for
their approval at the combined (ordinary and extraordinary) general meetings that will be held on
June 29, 2010. Subject to the recording of the final completion of the contribution of assets
contemplated in the Contribution Agreement by the Combined General Meeting of New Services on
June 29, 2010, the spinoff of the New Services shares and the distribution of the cash dividend that
will be submitted for the approval of the Accor shareholders at the General Meeting of June 29, 2010
will occur before the start of trading on the Ex‐Date. The delivery of the New Services shares and the
payment of the cash dividend will also occur on the Ex‐Date.
6.3.4.1 Beneficiaries of the distribution of Company shares
Each Accor share that is outstanding on the Ex‐Date (other than any share held by Accor
itself) will give its holder the right to one New Services share.
The beneficiaries of the spinoff of New Services shares will be the Accor shareholders (other
than Accor itself) whose shares are recorded in their name at the close of the accounting day
preceding the Ex‐Date, i.e., after the close of business on July 1, 2010, (after trades made during
business hours on July 1, 2010 have been executed, even if the settlement of these orders takes place
after the Ex‐Date).
In other words, any person (other than Accor itself) who has acquired Accor shares (without
having resold them) prior to the Ex‐Date will receive the distribution of New Services shares in
accordance with the applicable market rules described below.
The same rules apply for the cash dividend, provided, however, that the Accor shares with
dividend rights only as of January 1, 2010 listed under the ISIN code FR0010840819 will not be
entitled to such dividends.
6.3.4.2 Exchange ratio of the Company shares
Accor will distribute one New Services share for each Accor share as part of the Transaction.
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