SECTION 1 -

At the end of each successive 12‐month period, any shareholder that still holds a number of
shares or voting rights equal to or in excess of the thresholds described above will be required to
notify the Company of its intentions for the following 12 months.
The Company will have the right to inform the public and shareholders of such shareholder’s
disclosed intentions or such shareholder’s failure to comply with this requirement.
For purposes of the applying these rules, the shares or voting rights referred to in Article
L. 233‐9 I of the French Commercial Code (Code de Commerce) are treated in the same way as the
shares and voting rights held by the person required to make the declaration.
7.2.1.5 Authorization
The issue of new shares as part of the Transaction will be approved at the shareholders’
meeting of June 29, 2010.
7.2.1.6 Expected settlement date of shares distributed to Accor shareholders
The shares distributed to Accor shareholders following the transactions described in section
6.3.4 of this prospectus shall be credited in financial intermediaries’ accounts on July 2, 2010.
7.2.1.7 Restrictions on transferability of shares
There are no restrictions on the transferability of the Company’s shares. The Company and
certain shareholders have agreed to certain restrictions in relation to their shares, which are set out in
section 7.2.2.4 of this prospectus.
7.2.1.8 French regulations governing public tender offers
Following the admission of its shares to trade on Euronext Paris, the Company will be subject
to French laws and regulations relating to mandatory public offers, buyout offers and squeeze‐outs.
Mandatory tender offers
Article L. 433‐3 of the French Monetary and Financial Code and Articles 234‐1 et seq. of the
AMF General Regulations set forth the conditions for the mandatory filing of a proposed tender offer
targeting all of the capital securities and securities entitling their holders to receive shares or voting
rights of a company whose shares are admitted to trading on a regulated market.
Standing offer
Article L. 433‐3 of the French Monetary and Financial Code and Articles 235‐1 et seq. of the
AMF General Regulations set forth the conditions under which a proposed standing offer (garantie de
cours) bearing on the capital securities of a company whose shares are admitted to trading on a
regulated market must be filed.
Public buyout offers and public squeeze‐out offerings
Article L. 433‐4 of the French Monetary and Financial Code and Articles 236‐1 et
seq. (buyout offers), 237‐1 et seq. (squeeze‐out following a buyout offer) and 237‐14 et seq. (squeeze‐
out following any public offer) of the AMF General Regulations set forth the conditions for filing a
public buyout offer and for implementing a procedure to squeeze out minority shareholders of a
company whose shares are admitted to trading on a regulated market.
7.2.1.9 Public tender offers initiated by third parties in respect of the issuer’s share
capital during the previous fiscal year and the current fiscal year
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