SECTION 1 -

connection with their action in concert pursuant to the memorandum of understanding relating to
their investment in Accor, which had been signed on January 27, 2008. The terms of this
memorandum of understanding were described in a notice published on the site of the AMF on May
13, 2008.
On December 18, 2009, the memorandum was amended following the Accor Board of
Directors’ approval of the separation of the Accor group’s Hotels and Services businesses. The purpose
of the amendment, assuming that the two core businesses are effectively separated, is to (i) extend the
provisions of the May 2008 memorandum of understanding to the shares of the two new companies
until May 4, 2013, and (ii) extend the lock‐up concerning the shares of Accor and New Services until
January 1, 2012.
As a result of the amended memorandum, Colony Capital and Eurazeo may not sell their
interests in New Services until January 1, 2012 unless a public takeover bid is initiated by a third party
or by one of the two partners. This restriction will not apply to ColTime in order to satisfy Colony’s
fiduciary duties towards its investors.
7.2.2.5 Transaction expenses
The legal and administrative fees incurred by the Group in connection with all of the
transactions described in this prospectus are estimated to be approximately €58 million.
This estimate reflects the breakdown agreed upon by the Company and Accor S.A. in the
Contribution Agreement.
7.3 Ownership structure
7.3.1 Distribution of share capital and voting rights
7.3.1.1 Key shareholders
As of the date of this prospectus, the share capital and voting rights of the Company are held
almost entirely by Accor.
On the listing date of the Company’s shares for trading on Euronext Paris expected to occur
on July 2, 2010, based on the holdings of the share capital of Accor as at April 30, 2010, and taking
into consideration the increase recorded on May 11, 2010, 33 of the Company’s share capital and of its
allocation on May 11, 2010, and assuming that the winding‐up without liquidation of SEIH is
completed, the distribution of the Company’s share capital will be as follows:
31
ColDay SARL is controlled by the investment funds Colony Investors VIII, L.P. and Colyzeo Investors II, L.P.,
which are managed by Colony Capital, LLC.
32 Controlled by Eurazeo SA.
33 The Board of Directors of Accor S.A. that was held on May 11, 2010 recorded a capital increase in the
nominal amount of €1,027,770 through the creation of 342,590 shares due to the acknowledgement of the
exercises of stock options (including share subscription warrants).
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