Notice of Meeting
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NOTICE OF MEETING COMBINED ORDINARY AND EXTRAORDINARY GENERAL MEETING THURSDAY, APRIL 29, 2021 AT 10:00 A.M ACCOR LOGO C=0 M=26 J=56 N=0 Nº dossier : 18J3476 Date : 4/07/18 C=22 M=42 J=65 N=20 Validation DA/DC : Validation Client : CONTENTS How to participate in the Shareholders’ Meeting 2 2020 Summary Accor management report 7 Agenda for the combined ordinary and extraordinary Shareholders’ Meeting of April 29, 2021 29 Presentation of the proposed resolutions to be submitted to the combined ordinary and extraordinary Shareholders’ Meeting on April 29, 2021 32 Proposed resolutions submitted to the combined ordinary and extraordinary Shareholders’ Meeting of April 29, 2021 41 Members of the Board of Directors after the 2021 combined ordinary and extraordinary Shareholders’ Meeting 54 Statutory Auditors’ Report on the financial statements 56 Statutory Auditors’ Report on the consolidated financial statements 60 Statutory Auditors’ special report on related-party agreements 64 Statutory Auditors’ Report on the reduction of capital 66 Statutory Auditors’ Report on the issue of shares and other marketable securities with upholding and/or with waiving of subscription rights 67 Statutory Auditors’ Report on capital increases reserved for the members of a Corporate Savings Plan 69 Statutory Auditors’ Report on the authorization to grant free shares that are existing or to be issued 70 Statutory Auditors’ Report on the proposed free issue of share warrants in the event of a public offer concerning the Company 71 Request for documents 73 ACCOR LOGO C=6 M=16 J=42 N=6 Nº dossier : 18J3476 Date : 4/07/18 C=10 M=25 J=65 N=10 Validation DA/DC : Validation Client : Accor is a world-leading augmented hospitality group offering unique and meaningful experiences in 5,000 hotels and residences across 110 countries. The Group has been acquiring hospitality expertise for more than 50 years, resulting in an unrivaled portfolio of brands, from luxury to economy, supported by one of the most attractive loyalty programs in the world. Beyond accommodation, Accor enables new ways to live, work, and play, by blending food and beverage with nightlife, well-being, and coworking. It also offers digital solutions that maximize distribution, optimize hotel operations and enhance the customer experience. Accor is deeply committed to sustainable value creation and plays an active role in giving back to planet and community via its Planet 21 – Acting Here program and the Accor Solidarity endowment fund, which gives disadvantaged groups access to employment through professional training. HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING The shareholders are invited to participate in Annual The Annual Shareholders’ Meeting will be broadcast live Shareholders’ Meeting on April 29, 2021 at 10:00 a.m. on the Company’s website and the webcast will also be (Paris Time). available within the timeframe provided by regulations. Given the backdrop of the Covid-19 epidemic and to The terms and conditions governing participation in the take account of measures taken to halt its spread as Annual Shareholders’ Meeting presented below therefore well as recommended health and safety protocols, the take account of the exceptional situation linked to the Chairman and Chief Executive Officer of the Company, current health crisis and in particular the provisions of as authorized by the Board of Directors, decided that French Order No. 2020-321 of March 25, 2020 (as amended exceptionally, the Annual Shareholders’ Meeting will be by French Order No. 2020-1497 of December 2, 2020 held behind closed doors without the physical presence and French Decree No. 2021-255 of March 9, 2021) and of shareholders and other persons having the rights French Decree No. 2020-418 of April 10, 2020 (as extended to attend, at the Company’s headquarters located at and amended by French Decrees No. 2020-1614 of 82 Rue Henri Farman – 92130 Issy-les-Moulineaux in December 18, 2020 and No. 2021-255 of March 9, 2021). accordance with the stipulations of the French Order No. 2020-321 dated March 25, 2020, as modified and Shareholders are invited to regularly consult the extended. section dedicated to the Annual Shareholders’ Meeting on the Company’s website https://group.accor.com, Indeed, at the date of the publication of the convening which will be regularly updated to provide the latest notice, several administrative measures prohibit or limit terms and conditions of participation at the Annual movement or public meetings for health reasons and Shareholders’ Meeting and/or legislative or regulatory prevent the physical presence at the Annual Shareholders’ adjustments and health protocols that may be applied Meeting of its members. after the publication of the convening notice brochure. Conditions to be fulfilled to participate in the Shareholders’ Meeting Shareholders are eligible to vote at the Shareholders’ no later than the second business day preceding the Meeting provided that their shares have been recorded date of the Meeting, which is the record date. in their name, or in that of their accredited financial intermediary, in the Company’s share register or in a For Accor’s Combined Shareholders’ Meeting on securities account kept by an accredited bank or broker April 29, 2021, this date will therefore be Tuesday, April 27, 2021 at midnight (12.00 a.m.) (Paris Time). Procedure for participating in the Shareholders’ meeting in the context of health crisis As indicated above, exceptionally, the Shareholders’ In accordance with the provisions of Article R. 22-10-28 Meeting will be held behind closed doors, without the of the French Commercial Code (Code de commerce), physical presence of shareholders and other persons any shareholder who has already voted, sent a proxy entitled to attend. form, requested a certificate of share ownership may sell all or some of their shares. No admittance cards will be issued and shareholders If all or some of the shares are sold (or title to the must exercise their right to vote prior to the Shareholders’ shares is transferred) before the second business Meeting. Shareholders can participate in the Shareholders’ day preceding the Meeting date, i.e., before Tuesday, Meeting as follows: April 27, 2021 at midnight (12.00 a.m.) (Paris Time), the 1) by post vote personally or by proxy given to the Company will cancel or modify the postal or online Chairman of the Meeting or any other representative vote or proxy. To this end, your bank or broker should (any physical or legal person of their choice); or notify Société Générale Securities Services of the 2) online: vote personally or by proxy given to the sale (or transfer of title) and provide all the necessary Chairman of the Meeting or any other representative information. (any physical or legal person of their choice). If all or some of the shares are sold (or title to the shares is transferred) after the second business day preceding the Meeting date, i.e., after Tuesday, April 27, 2021 at midnight (12.00 a.m.) (Paris Time), you are not required to notify the Company of the sale, notwithstanding any agreement to the contrary. 2 Combined Ordinary and Extraordinary Shareholders’ Meeting April 29, 2021 - Accor How to participate in tHe SHareHolderS’ Meeting As a general principle, in light of the exceptional health By way of derogation to Article R. 22-10-28 of the French crisis situation and the resulting risk of delays in postal Commercial Code, shareholders having voted by post or deliveries, we encourage our shareholders to: sent a proxy may chose another form of participation at submit documents online and ask for documents the Shareholders’ Meeting, provided that instructions to be sent to you by email, as explained below; and in this regard are received by the Company within the timeframe for receiving proxies and/or postal voting do not wait on the last few days to indicate the way they as set out in this notice of meeting and based on the will use to participate in the Shareholders’ Meeting. procedure specified hereafter. Previous instructions In the event of granting a proxy to the Chairman, a received would, in turn, be revoked. favorable vote will be cast in the name of the shareholder It is specified that the Shareholders’ Meeting will be for resolutions presented or approved by the Board of broadcast live by webcast and will remain available for Directors, and an unfavorable vote will be cast in the subsequent viewing on the Company’s website. Due name of the shareholder for resolutions not approved to the impossibility of attending the Meeting in person by the Board of Directors. in the context of health crisis, shareholders will not be able to amend the draft resolutions during the Meeting. 1) To vote or give proxy by post If you hold registered shares: A single voting form for Shareholders having chosen to be represented by voting by post or by proxy will be automatically sent representatives (proxy holders) notify their decision (or by post to shareholders, provided that the shares were revocation) by mail either directly for holders of registered recorded in your name in the Company’s share register shares or via the financial intermediary for holders of or in an administered account (actions au nominatif pur bearer shares. In accordance with the provisions of French ou administré) at least 30 days before the publication Decree No. 2020-1614 of December 18, 2020 amending and date of the Notice of Meeting. This form should be extending French Decree No. 2020-418 of April 10, 2020 completed by indicating if the shareholder wishes to be extended by French Decree No. 2021-255 of March 9, 2021, represented or to vote by post and returned according to be taken into consideration, this mail must be received to the procedure explained hereafter.