Accor : Notice of meeting - Combined Ordinary and Extraordinary Shareholders' Meeting on Thesday, April 30, 2019

Table of contents

HOW TO PARTICIPATE

IN THE SHAREHOLDERS' MEETING	2
2018 SUMMARY
ACCOR MANAGEMENT REPORT	6
AGENDA
COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
OF APRIL 30, 2019	32
PRESENTATION OF THE PROPOSED RESOLUTIONS
TO BE SUBMITTED TO THE COMBINED ORDINARY AND EXTRAORDINARY
SHAREHOLDERS' MEETING ON APRIL 30, 2019	34
PROPOSED RESOLUTIONS
SUBMITTED TO THE COMBINED ORDINARY AND EXTRAORDINARY
SHAREHOLDERS' MEETING OF APRIL 30, 2019	51
MEMBERS OF THE BOARD OF DIRECTORS
AFTER THE SHAREHOLDERS' MEETING OF APRIL 30, 2019	67
STATUTORY AUDITORS' REPORT
ON THE FINANCIAL STATEMENTS	69
STATUTORY AUDITORS' REPORT
ON THE CONSOLIDATED FINANCIAL STATEMENTS	73
STATUTORY AUDITORS' REPORT
ON RELATED PARTY AGREEMENTS AND COMMITMENTS	78
STATUTORY AUDITORS' REPORT
ON THE REDUCTION IN CAPITAL	84
STATUTORY AUDITORS' REPORT
ON THE ISSUE OF MARKETABLE SECURITIES OR SHARES
AND MARKETABLE SECURITIES WITH AND/OR WITHOUT
CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS	85
STATUTORY AUDITORS' REPORT
ON THE ISSUE OF COMMON SHARES OR SECURITIES GRANTING ACCESS
TO CAPITAL, RESTRICTED TO THE COMPANY SAVING PLAN'S SUBSCRIBERS	87
STATUTORY AUDITOR'S REPORT
ON THE ISSUE OF COMMON SHARES OR SECURITIES GRANTING ACCESS
TO CAPITAL, RESTRICTED TO SOME CATEGORIES OF BENEFICIARIES
AS PART OF AN EMPLOYEE SHARE OWNERSHIP PLAN	89
STATUTORY AUDITORS' REPORT
ON THE AUTHORIZATION OF FREE ALLOCATION OF EXISTING
OR TO BE ISSUED SHARES	91
STATUTORY AUDITORS' REPORT
ON THE ISSUE OF FREE SHARE SUBSCRIPTION WARRANTS IN
THE EVENT OF TENDER OFFERS FOR THE COMPANY'S SHARES	92

REQUEST

FOR DOCUMENTS

93

A global leader in augmented hospitality, Accor offers unique and unmatched experiences in close to 4,800 hotels, resorts

and residences in 100 countries. For more than 50 years, it has combined

the full breadth of its hotel know-how in an incomparable collection

spanning from luxury to economy brands.

Accor offers more than just a night away from home: it gives its guests new ways of living, working and playing, blending food and beverage, nightlife, wellness and coworking within its brands.

To boost its commercial performance, Accor has developed a range of business accelerators to drive the distribution and operations of its venues and enrich the experiences offered to guests, who also enjoy access to one of the world's most rewarding hotel loyalty programs.

Accor's commitment to sustainable development, for the planet and local communities alike, runs deep. Its Planet 21 - Acting Here program advocates positive hospitality, while the Solidarity Accor endowment fund focuses on enabling disadvantaged populations to access employment by offering them vocational training.

How to participate

in the Shareholders' Meeting

The Shareholders' Meeting will be held at 10:00 a.m. on April 30, 2019 at the Novotel Paris Tour Eiffel. Shareholders are invited to arrive at the Novotel from 8:30 a.m. where a welcome coffee will be served.

HOW TO GET TO NOVOTEL PARIS TOUR EIFFEL

Novotel Paris Tour Eiffel

61, quai de Grenelle 75015 Paris

METRO:

¯¯Line 6 : get out at Bir-Hakeim or Dupleix

¯¯Line 10 : get out at Charles Michels

RER:

¯¯Line C: get out at Javel or Maison de la Radio-Kennedy

ELIGIBILITY CRITERIA

Shareholders are eligible to vote at the Shareholders' Meeting provided that their shares have been recorded in their name, or in that of their accredited financial intermediary, in the Company's share register (registered shares) or in a securities account kept by an accredited bank or broker (bearer shares) no later than the second business day preceding the date of the Meeting, which is the record date.

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FortheCombinedOrdinaryandExtraordinaryShareholders' Meeting on April 30, 2019, the record date will therefore be 12:00 a.m. CEST on Friday, April 26, 2019.

2	Combined Ordinary and Extraordinary Shareholders' Meeting April 30, 2019 - ACCOR

How to participate in the Shareholders' Meeting

HOW TO VOTE

You may exercise your right to vote in any one of the following ways:

¯¯in person: you can attend the Meeting in person by presenting your admittance card;

¯¯online: you can vote online or give proxy online to the Chairman of the Meeting or to another person of your choice;

¯¯by post: you can vote or give proxy to the Chairman of the Meeting or to another person of your choice by sending in the postal voting/proxy form.

Article R. 225-85 of the French Commercial Code stipulates that any shareholder who has already voted, sent a proxy form, requested an admittance card or a certificate of share ownership:

¯¯may not subsequently choose to participate in a different way; ¯¯may sell all or some of their shares.

¯¯If all or some of the shares are sold (or title to the shares is transferred) before the second business day preceding the Meeting date, i.e., before 12:00 a.m. CEST on Friday, April 26, 2019, the Company will cancel or modify the postal or online vote, the proxy, the admittance card or the certificate of share ownership. To this end, your bank or broker should notify Société Générale Securities Services of the sale (or transfer of title) and provide all the necessary information.

¯¯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 12:00 a.m. CEST on Friday, April 26, 2019, you are not required to notify the Company of the sale, notwithstanding any agreement to the contrary.

You plan to attend the Meeting in person

If you plan to attend the meeting in person, you must informSociété Générale byrequesting an admittance card.

1)If you hold registered shares, you will receive the meeting documents by post (or by e-mail if you have provided an e-mail address). You can then obtain your admittance card:

¯¯by loggingontowww.sharinbox.societegenerale.com using the login details sent to you; or

¯¯by returning the form you received with the notice of meeting, which includes the request for an admittance card, to Société Générale using the envelope provided. Simply check box A, enter your full name and address (or if your name and address are already printed, check that they are correct), date and sign the form.

If you have not received the card two business days before the Shareholders' Meeting, you should call the Société Générale admittance card hotline on

[phone]. Lines are open from 8:30 a.m. to 6:00 p.m. CEST from Monday to Friday. Calls from a landline in France cost €0.15 per minute plus VAT.

2)If you hold bearer shares:

¯¯by logging onto the web portal of your bank or broker, with your usual user name and password, and connecting to the VOTACCESS site. Once you are on this site, follow the procedure shown on the screen to print your admittance card (note that this option is only available to holders of bearer shares whose bank or broker is a member of the VOTACCESS system); or

¯¯by sending the admittance card request to your bank or broker for onward transmission to Société Générale Securities Services.

If you hold bearer shares and you do not receive the card in time, you will nevertheless be granted admittance to the Meeting if you present the certificate of share ownership (attestation de participation) issued by your bank or broker in the two business days preceding the Meeting.

Combined Ordinary and Extraordinary Shareholders' Meeting April 30, 2019 - ACCOR

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