SECTION 1 -

of the Company, in respect of shares in administered registered form (nominatif
administré); or
• an authorized financial intermediary selected by the shareholder in respect of shares
in bearer form (au porteur).
Application has been made for the admission of the Company’s shares for clearance and
settlement through Euroclear France.
Shares are transferred electronically from one account to another. Ownership is transferred
through securities accounts, as provided in Articles L. 211‐15 and L. 211‐17 of the French Monetary
and Financial Code (Code monétaire et financier).
As part of the Transaction, the Company’s shares will be registered automatically on behalf of
those shareholders who are entitled to such distribution in registered or bearer form, depending on
whether such shareholders hold their Accor shares in registered or bearer form.
Share registration and related services will be performed by Société Générale (32, rue du
Champ‐de‐Tir, BP 81236‐44312 Nantes Cedex 3).
7.2.1.4 Rights attached to shares
Once they are issued, the Company’s shares will be subject to the Company’s by‐laws
adopted by the shareholders’ meeting on April 9, 2010. Under currently applicable French law and
regulations and the Company’s by‐laws, the main rights to which holders of the shares are entitled are
as follows:
Dividend rights
At least 5% of the Company’s net profits, less any losses carried forward from previous years
(if applicable), must first be allocated to its legal reserve. This is no longer required once the legal
reserve is equal to one‐tenth of share capital. However, if the legal reserve should fall below this
amount for any reason, the 5% allocation will again be required.
In accordance with applicable law, the resulting balance (increased, if applicable, by any
retained earnings carried forward) is the amount available for distribution of dividends to
shareholders.
When approving the financial statements for a fiscal year, the shareholders’ meeting may
grant a dividend to all shareholders.
The general shareholders’ meeting can offer shareholders the option to receive all or part of
distributed dividends or interim dividends either in cash or shares issued by the Company. Unclaimed
dividends become the property of the French State after five years.
The shareholders’ meeting may deduct any amounts from profits before distributing
dividends, either to carry forward such amounts to the following fiscal year or allocate to one or
several reserve funds in its discretion.
The shareholders’ meeting may distribute reserves in accordance with applicable law. Any
decision to do so must expressly indicate the reserve accounts from which the distributions will be
made.
However, other than in the case of a capital reduction, no distribution may be made to
shareholders when shareholders’ equity is, or would become as a result of such distribution, lower
than the minimum amount of share capital plus reserves required by law or the by‐laws.
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