SECTION 1 -

In the past, a large proportion of Group cash was deposited in the current accounts of Accor
S.A., as part of the Accor group’s overall cash management system. Following the Transaction, New
Services will manage its treasury autonomously. This will have the effect of increasing its exposure to
the credit risk of the banks and other financial institutions in which its cash is invested.
3.4 Risks related to the Transaction
The Group has no track record as an independent entity
New Services’ activities were previously carried out within the Accor group, which
maintained an internal system adapted to its status as a listed company. The separation of New
Services’ activities from Accor group's other businesses could cause some disruption at the operating
level while the systems needed for the new company to function as an independent listed entity are
being implemented.
After the Transaction, Accor Hospitality will continue to provide the Group with certain
support services (such as office systems, management tools, accounting and payroll services, IT
systems and cash management). It will not, therefore, have its own capability with respect to some of
these services. The expiration or cancellation of one or several of these support services agreements
could disrupt the Group’s business if it cannot yet provide these services in‐house, or the Group could
face significant replacement costs (related to extra staff or outsourcing to another provider).
The pro forma consolidated financial statements are not representative
The purpose of the pro forma financial statements is to present the balance sheet, income
statement, statement of cash flows and statement of changes in equity of New Services, as if the
Transaction had taken place on January 1, 2007. These pro forma financial statements are based on a
number of assumptions and do not necessarily give a true picture of what New Service’s results would
have been if the Transaction had, in fact, taken place on January 1, 2007. Moreover, the trends
reflected in the pro forma consolidated financial statements are not necessarily indicative of the Group’s
future performance and results.
Consequences of the Transaction on change of control clauses
The Group has a variety of customer, license and partnership contracts as well as other
agreements containing change of control clauses. Some of these clauses could be triggered when the
Accor group ceases to be New Services’ controlling shareholder. In such cases, its counterparties will
have the right to either terminate the relevant contract or ask for performance guarantees. Although
the Group believes that no particular contract is material, if a large number of contracts are
terminated following the Transaction, this could have a negative effect on its business and results of
operations.
No trading history for New Services shares
Until they are listed on the Euronext Paris market, none of the shares of New Services will
have been listed on a regulated market. The opening price of the shares on Euronext Paris will be
determined by the purchase and sale orders that are placed, which will depend on several factors,
including prevailing market and economic conditions, the Group results of operations, the perceived
health of the Group’s business, investor interest as well as any sales by Accor shareholders who have
received shares as part of the Transaction (particularly the sale by the Accor employee savings plan of
the New Services shares it will receive as part of the Transaction, which it is required to do as quickly
as possible). In addition, some Accor shareholders may be interested in holding shares of a hotel
company but not necessarily shares of a company in this type of services business. Those
shareholders could decide to sell the New Services shares they receive in the Transaction. In addition,
if the U.S. tax regime applicable to the holding of the Company’s shares changes, it could become
disadvantageous for U.S. persons to hold the Company’s shares. If U.S. shareholders do not remain
shareholders of the Company, the global market for the Company’s shares would be reduced and the
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