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Termination benefits

Compensation payable to Denis Hennequin in the event of loss of office as Chairman and Chief Executive Officer

At its meetings on November 2 and December 15, 2010 the Board of Directors decided that the compensation payable to Denis Hennequin for loss of office would be equal to 24 months’ basic compensation and incentive bonus, determined based on the amounts paid to him for the fiscal year preceding that of the loss of office. This compensation would be payable if Mr. Hennequin’s term of office as Chairman and Chief Executive Officer is either terminated or not renewed (except in the event of gross or willful misconduct) and would be subject to the following performance criteria being met:

a consolidated return on capital employed for the previous

three years must have exceeded the Group’s cost of capital

as published in the Registration Documents for those years;

a hotel operations must have reported positive free cash flow in at least two of the previous three years;

a like-for-like EBITDAR margin must have exceeded 25% in at least two of the previous three years.

In the event of loss of office, these performance criteria would be applied as follows:

a if all three criteria were met, the compensation would be payable in full;

a if two of the three criteria were met, half of the compensation would be payable;

a if none or only one of the three criteria were met, no compensation would be due.

Termination benefit payable to Yann Caillère

At its meeting on October 13, 2010, the Board of Directors decided that the termination benefit that would be payable to Yann Caillère – equal to 24 months’ basic compensation and incentive bonus, determined based on the amounts paid to him for the fiscal year preceding that in which his employment contract is terminated by the Company (except in the event of gross or willful misconduct) – would be subject to the following performance criteria:

a consolidated return on capital employed for the previous

three years must have exceeded the Group’s cost of capital

as published in the Registration Documents for those years;

a hotel operations must have reported positive free cash flow in at least two of the previous three years;

a like-for-like EBITDAR margin must have exceeded 25% in at least two of the previous three years.

In the event the employment contract is terminated, these performance criteria would be applied as follows:

a if all three criteria were met, the termination benefit would be payable in full;

a if two of the three criteria were met, half of the termination benefit would be payable;

a if none or only one of the three criteria were met, no termination benefit would be due.

Mr. Caillère would not be entitled to any compensation for loss of office as executive officer.

The methods of determining the compensation for loss of office payable to the Chairman and Chief Executive Officer and the termination benefit payable to the President and Chief Operating Officer as described above were approved by shareholders at the Annual Meeting on May 30, 2011.

Unemployment insurance

A private insurance plan has been set up with Association pour la Garantie Sociale des Chefs et Dirigeants d’Entreprise (GSC) to provide the Chairman and Chief Executive Officer with unemployment benefits should the need arise. This insurance coverage took effect after an unbroken 12 months of participation in the plan, i.e. as from December 1, 2011. The benefits would be based on net taxable professional-source income for the previous year, capped at €237,006 according to the applicable 2013 rate. They would be payable for a period of 24 months as from the 31st unbroken day of unemployment.