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i.e., €1,099,185 thousand, represents approximately three times the EBITDA generated by the<br />

contributed business in the 2009 fiscal year. This number, which is relatively conservative for<br />

company valuations, suggests that the value of the contributions has not been overstated.<br />

We also note that:<br />

- pursuant to article 2.4. of the contribution agreement, the value of the contribution is subject<br />

to an adjustment mechanism intended, once the net book value of the contributions is<br />

finalized on June 29, 2010, to supplement the contributed net assets with a claim intended to<br />

bring the value of these net assets to the level set forth in the contribution agreement dated<br />

April 19, 2010;<br />

- the contributed assets include the intellectual property rights mentioned in article 1.1. of the<br />

contribution agreement executed on April 19, 2010; the contribution value of these items,<br />

equal to their net book value, amounting to €52 thousand; the reports relating to the<br />

estimates of the actual value of these intellectual property rights, which we have reviewed, are<br />

consistent with this net book value.<br />

These items confirm the value of the contributions presented in the contribution agreement<br />

executed on April 19, 2010.<br />

Nevertheless, the following items should be noted:<br />

- the value of the contributions, which relies on the net book value of the contributed assets and<br />

the assumed liabilities, and hence, in particular, on the depreciation rate of the recorded equity<br />

interests, and<br />

- the method used to determine the economic value of the contributed business applied by<br />

ACCOR S.A.,<br />

depend in particular on the assumptions formulated by management in the business forecasts<br />

underlying these depreciations and methods used to determine the economic value of the<br />

contributed business. With respect to the forecasts, which are by nature uncertain, actual results<br />

may differ, sometimes significantly, from the forecasted information which has been adopted.<br />

This comment is particularly significant in light of the current economic crisis. If this crisis<br />

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