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contribution, the number of shares to be issued as consideration for the contribution and the<br />

amount of the contribution premium, will be determined as provided below.<br />

1.5.1 Capital increase<br />

As consideration for the contribution of assets contemplated in the contribution agreement,<br />

NEW SERVICES HOLDING S.A. will issue a number of new shares to ACCOR S.A.<br />

corresponding to the number of ACCOR S.A. shares giving rights to the distribution of NEW<br />

SERVICES HOLDING S.A. shares, as stated in paragraph 1.2 of this report.<br />

Based on the information available on the execution date of the contribution agreement, the<br />

contributing company and the beneficiary estimated that 225,536,306, ACCOR S.A. shares would<br />

give rights to the distribution of NEW SERVICES HOLDING S.A. shares, but they agreed that<br />

the final number would be determined after the suspension of the rights giving access to the<br />

share capital of ACCOR S.A. 1<br />

Given the issue of 342,590 shares recorded by the Board of Directors of ACCOR S.A. on May<br />

11, 2010 following the exercises of the share subscription options, the Board of Directors of<br />

ACCOR S.A. and NEW SERVICES HOLDING S.A. acknowledged, as provided in the<br />

contribution agreement, that 225,878,896 ACCOR S.A. shares will give rights to the distribution<br />

of NEW SERVICES HOLDING S.A. shares. 2<br />

Accordingly:<br />

− NEW SERVICES HOLDING S.A. will increase its capital by the nominal amount of<br />

€451,757,792, through the issuance of 225,878,896 new shares with a par value of €2<br />

each;<br />

− The share capital of NEW SERVICES HOLDING S.A., which currently amounts to<br />

€37,000, will thus be increased by the nominal amount of €451,757,792 to €451,794,792,<br />

divided into 225,897,396 fully paid-up shares, all of the same class.<br />

1 I.e., the total number of shares issued by ACCOR S.A. (227,556,372) recorded on the execution date of the<br />

contribution agreement, minus the number of shares that are expected to be held by ACCOR S.A. itself as of June<br />

29, 2010 (2,020,066).<br />

340

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