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Maturities of stock options

The Group has decided to base the exercise dates of stock options under these plans on observed exercise dates under previous plans. The same principle has been applied to all plans, as follows:

a 35% of options exercised after 4 years;

a 20% of options exercised after 5 years;

a 35% of options exercised after 6 years;

a 5% of options exercised after 7 years – 10% for plans 11, 12, 13, 14, 15, 17 and 18;

a 5% of options exercised after 8 years.

Maturities stock options correspond to the options’ expected lives.

Share price volatility

The Group has chosen to apply a volatility rate calculated by reference to historical data for the eight years preceding the grant date. Different volatility rates have been applied, calculated from granted date, to each maturity as presented above.

Employee Stock Ownership Plan

In April 2007, an employee rights issue was carried out under the Employee Stock Ownership Plan.

The issue was leveraged, meaning that for each share purchased between June 11 and 18, 2007 the bank that partnered Accor in the issue financed an additional nine shares on behalf of the employee. In addition, the employees’ initial investment in the shares had been guaranteed by the bank. At the end of the 5-year lock-up period in 2012, employees received a cash payment equal to the average increase in value of the Accor shares purchased with their own funds and with the financing provided by the bank.

The plan’s characteristics are as follows:

a reference share price: €68.61 before demerger-related adjustment (€42.65 after demerger-related adjustment);

a employee discount: 18.9%;

a discounted subscription price: €55.64 (except in Germany

where employees were not entitled to the discount but were

awarded stock warrants).

At the close of the subscription period en 2007, the Group issued 770,529 new shares purchased by employees under the plan, including 769,126 shares acquired through corporate mutual funds and 1,403 purchased directly.

The fair value of the employee benefit, totalling €9.7 million, was recognized in full in “Employee benefits expense” by adjusting equity, in first-half 2007. The cost represented by the lock-up clause, determined only for shares purchased by employees (not for any shares financed by a bank loan) was calculated by discounting the discount over 5 years at a 5.5% discount rate and amounted to €0.2 million. For 2007, the cost of the lock-up was measured at 5.5% of the discounted subscription price.

Performance share plans

2009 Plan

On March 31, 2009, Accor granted 300,383 performance shares to senior executives and certain employees. Of these:

a 249,084 have a two-year vesting period followed by a twoyear lock-up period;

a 51,299 have a four-year vesting period with no subsequent lock-up period.

The performance shares are subject to vesting conditions based on growth in Accor’s return on capital employed (ROCE) and profit after tax and before non-recurring items for each of the years 2009 and 2010. Half of the shares will vest in each year if both performance targets are met. If only two of the performance targets are met, around a third of the shares will vest. If only one of the performance targets is met, around a sixth of the shares will vest.

For all of the shares to vest, ROCE, revenue and profit after tax and before non-recurring items will have to increase by around 10% or more per year. If ROCE, revenue and profit after tax and before non-recurring items increase by less than 10% (but more than 0%), the number of vested shares will be reduced based on the ratio between the actual increase and 10%.

The fair value of these share-based payments was based on Accor’s opening share price on the grant date less the present value of unpaid dividends multiplied by the number of shares issued.

In 2011, 108,023 shares were awarded to the grantees who were still part of the Group at that date. The total fair value of the share grants was finally €1.5 million, of which €0.4 million was recognized in the 2011 financial statements.

2011 Plan

On April 4, 2011, Accor granted 249,107 performance shares to senior executives and certain employees. Of these:

a 20,450 have a three-year vesting period followed by a twoyear lock-up period;

a 190,331 have a two-year vesting period followed by a twoyear lock-up period;

a 38,326 have a four-year vesting period with no subsequent lock-up period.