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- the contribution of assets will be effective for both accounting and tax purposes as of June<br />

29, 2010, following its approval by the General Meetings of Shareholders of the companies<br />

participating in the transaction;<br />

- the contribution of assets is subject to the satisfaction of the conditions precedent presented<br />

in article 8 of the contribution agreement executed on April 19, 2010, which are summarized<br />

below:<br />

o the final completion of the Preliminary Transactions, as defined in the<br />

contribution agreement;<br />

o obtaining a ruling from the early decisions division of the Belgian tax<br />

administration confirming the tax treatment of the contribution of the interest<br />

held by Accor Hotels Belgium in the share capital of Accor Participacoes<br />

described in the request for a ruling submitted by Accor Hotels Belgium;<br />

o the approval of the Combined General Meeting of Shareholders of ACCOR S.A.<br />

(ruling on an extraordinary basis) of the contribution agreement, including the<br />

distribution by the company to its shareholders (other than ACCOR S.A. itself) of<br />

the NEW SERVICES HOLDING shares issued as consideration for the<br />

contribution;<br />

o the approval of the Combined General Meeting of Shareholders of ACCOR S.A.<br />

(ruling on an extraordinary basis) of the contribution agreement, including the<br />

capital increase to finance the contribution;<br />

o the execution of a term loan agreement in a principal amount of €900,000,000<br />

between the NEW SERVICES HOLDING S.A. as borrower and a group of<br />

lending banks and the delivery to the NEW SERVICES HOLDING S.A. of the<br />

amount it draws down in application of such agreement no later than the day<br />

before the date of the Combined General Meeting of Shareholders of ACCOR<br />

S.A. called to approve the contribution agreement in order to reimburse the<br />

current account granted by ACCOR S.A. that is excluded from the contribution<br />

of assets;<br />

o the execution of a term loan agreement in a principal amount of €600,000,000<br />

between the NEW SERVICES HOLDING S.A. as borrower and a group of<br />

lending banks, and the delivery to the NEW SERVICES HOLDING S.A. of the<br />

361

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