SECTION 1 -

ACCOR S.A. and NEW SERVICES HOLDING S.A. acknowledged that 225,878,896 ACCOR
S.A. shares will give rights to the distribution of NEW SERVICES HOLDING S.A. shares. 2
We note that our assessment of the fairness of the consideration offered for the contribution is
presented in a separate report.
1.6. Legal and tax aspects
Pursuant to the terms of the contribution agreement executed on April 19, 2010:
- from a legal standpoint:
o the contributing company and the beneficiary have agreed that the contribution
will be subject to the legal regime for spinoffs, in application of Article L. 236-22
of the French Commercial Code, and to waive any joint liability between them,
particularly with regard to the liabilities of the contributing company, in
accordance with the provisions of Article L. 236-21 of the French Commercial
Code,
o NEW SERVICES HOLDING S.A. will be, as a result of the completion of the
contribution of assets described in this report, substituted for ACCOR S.A. in all
of its rights and obligations in respect of the contributed business;
- from a tax standpoint:
o the contribution will be registered subject to the sole payment of a €500 fixed
duty,
o the contribution will be implemented under the standard tax regime (régime de droit
commun) for corporate income tax purposes;
2 Assuming that the winding-up of Société d’Exploitation et d’Investissement Hôtelier – SEIH is completed by June
29, 2010.
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