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Furthermore, as of the date of this report, Mr. Jacques STERN is both Deputy General Manager<br />

of ACCOR S.A. and Chairman of the Board of Directors and Chief Executive Officer of NEW<br />

SERVICES HOLDING S.A.<br />

1.2. Description of the transaction<br />

The contribution of assets described in this report is part of a plan to separate the Accor<br />

Group’s hotel and services businesses in order to create a new autonomous group dedicated<br />

exclusively to the Services Business.<br />

According to the contribution agreement executed on April 19, 2010 :<br />

“Each of these two business divisions, which are currently the leaders in their respective markets, have reached a critical size<br />

and earned an international reputation allowing them to act independently in changing markets.<br />

With 4,100 hotels in 90 countries and 145,000 employees, the hotel operations division is a European market leader and<br />

global hotel manager, with a unique foundation in the midscale to economy segments.<br />

Likewise, due to its presence in 40 countries with 33 million users, more than 6,000 employees and an issue volume of<br />

€12.4 billion in 2009, the Services Business is now the global leading provider of employee and public benefits, and a major<br />

provider of pre-paid services.<br />

Today, it is clear that:<br />

− the hotel and services operations leverage specific skills and expertise, and operate in different business<br />

environments;<br />

− backed by sufficient independent financial resources, the hotel and services operations will be better<br />

positioned in today’s increasingly competitive global marketplace;<br />

− separately, the two businesses, each with its own business model, will attract a larger number of investors.<br />

The purpose of the separation of the two business divisions is to allow the resulting entities to:<br />

− pursue two corporate missions, led by dedicated management teams, strengthening employee pride;<br />

− become “pure players”, listed separately without any capital ties, with targeted investors for each business,<br />

which will enhance each entity’s visibility; and<br />

− benefit from new opportunities for partnerships, strategic alliances and financial transactions in order to<br />

finance future growth, in particular through the ability to pay in shares.”<br />

335

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