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The new shares will be entirely fungible with the existing shares and will be subject to all of the<br />

provisions of the bylaws of NEW SERVICES HOLDING S.A. They will grant rights to all of<br />

distributions after June 29, 2010 and will be admitted for trading on Euronext Paris as of the Ex-<br />

Date (as defined in article 6.3 of the contribution agreement).<br />

1.5.2 Contribution premium<br />

The difference between the amount of the net assets and the nominal amount of the share capital<br />

increase of the Beneficiary will be accounted for as the “contribution premium”.<br />

On the basis of a net asset value of €1,009,185,385.63, and assuming a share capital increase of<br />

€451,757,792, the contribution premium would amount to €647,427,593.63.<br />

The contribution premium to which the existing and new shareholders of the Beneficiary will be<br />

entitled will be recorded as a liability on Beneficiary’s balance sheet. It may be allocated as<br />

decided by the Beneficiary’s shareholders’ meeting, in accordance with applicable principles.<br />

1.6. Legal and tax aspects<br />

Pursuant to the terms of the contribution agreement executed on April 19, 2010:<br />

- from a legal standpoint:<br />

o the contributing company and the beneficiary have agreed that the contribution<br />

will be subject to the legal regime for spinoffs, in application of Article L 236-22<br />

of the French Commercial Code, and to waive any joint liability between them,<br />

particularly with regard to the liabilities of the contributing company, in<br />

accordance with the provisions of Article L. 236-21 of the French Commercial<br />

Code,<br />

2 Assuming that the winding-up of Société d’Exploitation et d’Investissement Hôtelier – SEIH is completed by June<br />

29, 2010.<br />

341

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