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Within the context of the transaction considered as a whole, i.e., a contribution followed by the<br />

distribution of shares of the beneficiary, these consideration terms are intended to allow each<br />

holder of one ACCOR S.A. share (other than ACCOR S.A. itself) to become, after the<br />

transaction, the holder of one ACCOR S.A. share and one NEW SERVICES HOLDING S.A.<br />

share.<br />

It should be emphasized that, in this particular case, ACCOR S.A. holds almost all of the shares<br />

of NEW SERVICES HOLDING S.A.: any modification of the consideration offered for the<br />

contribution will have no impact on ACCOR S.A.’s ownership interest in NEW HOLDING<br />

SERVICES S.A. following the transaction described in this report.<br />

Given the terms of the transaction, we believe that the principle of determining the consideration<br />

for the contribution contractually does not compromise the interests of the shareholders, and is<br />

therefore fair.<br />

This contractual consideration is intended to ensure, in connection with the subsequent<br />

distribution, that the holders (other than ACCOR S.A. itself) of ACCOR S.A. shares that are<br />

outstanding on the Ex-Date, will receive all of the shares issued by NEW SERVICES<br />

HOLDING S.A. as consideration for the contribution at the rate of one NEW SERVICES<br />

HOLDING S.A. share distributed for one ACCOR S.A. share entitled to a distribution.<br />

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

number of shares issued by ACCOR S.A. (227,556,372), minus the number of shares that it is<br />

expected to hold as of the completion date of the transaction (2,020,066), the contributing<br />

company and the beneficiary have estimated that NEW SERVICES HOLDING S.A. will issue<br />

225,536,306 shares as consideration for the contribution. The parties have agreed that the final<br />

number will be recorded later, after the suspension of the rights giving access to the share capital<br />

of ACCOR S.A.<br />

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

May 11, 2010 following the exercise of the share subscription options, NEW SERVICES<br />

347

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