Bonds convertible into new shares and/or exchangeable into existing shares of ACCOR ppt

WITH AN AGGREGATE PRINCIPAL AMOUNT OF EURO 570,000,111.36, WHICH MAY BE INCREASED TO EURO 629,999,903.49 OF BONDS CONVERTIBLE INTO NEW SHARES AND/OR EXCHANGEABLE INTO EXISTING SHARES OBL

Bonds convertible into new shares and/or exchangeable

into existing shares of ACCOR

Obligations à option de conversion en actions nouvelles et/ou d'échange en

actions existantes

The bonds (the "Bonds") convertible and/or exchangeable into new or existing shares of ACCOR ("ACCOR") are being offered by way of an offering in France and outside France.

The terms and conditions of the Bonds and certain information in relation to ACCOR are set out in

the translation into English for information purposes only of the French language Note d’Opération Définitive which is contained in this document This document should be read in conjunction with

the translation into English of ACCOR’s annual report

THIS DOCUMENT CONTAINS A FREE TRANSLATION FOR INFORMATION PURPOSES ONLY

OF THE FRENCH LANGUAGE NOTE D’OPERATION DEFINITIVE RELATING TO THE ISSUE

OF THE BONDS WHICH RECEIVED VISA NO 02-454 DATED 25 APRIL 2002 OF THE

COMMISSION DES OPERATIONS DE BOURSE IN THE EVENT OF ANY AMBIGUITY OR

CONFLICT BETWEEN CORRESPONDING STATEMENTS OR OTHER ITEMS CONTAINED INTHESE DOCUMENTS, THE RELEVANT STATEMENTS OR ITEMS OF THE FRENCH VERSION

OF THE NOTE D’OPERATION DEFINITIVE SHALL PREVAIL.

Application has been made to list the Bonds on the Premier Marché of Euronext Paris S.A with effect from 3 mai 2002 The existing shares of ACCOR are listed on the Premier Marché of

Euronext Paris S.A

DEUTSCHE BANK HSBC CCF SG INVESTMENT BANKING

The date of this document is 25 April 2002

This document does not constitute an offer or invitation to any person to subscribe the Bonds Noaction has been taken in any jurisdiction other than France that would permit a public offering ofthe Bonds, or the circulation or distribution of this document or any other offering material, in anyjurisdiction where action for that purpose is required.

The distribution of this document and the offering of the Bonds in certain jurisdictions may berestricted by law Persons into whose possession this document comes are required to informthemselves about, and to observe, any such restrictions

THIS DOCUMENT HAS NOT BEEN AND WILL NOT BE SUBMITTED TO THE CLEARANCE

PROCEDURES OF THE COMMISSION DES OPERATIONS DE BOURSE AND ACCORDINGLY

MAY NOT BE USED IN CONNECTION WITH ANY OFFER OR SALE OF THE BONDS TO THEPUBLIC IN FRANCE

The delivery of this document, or any sale made in connection with the offer of the Bonds, shall notimply that the information contained herein is correct at any time subsequent to the date hereof orthat there has been no change in the affairs of ACCOR and its consolidated subsidiaries since thedate of this document

The Bonds and the shares of ACCOR to be issued upon conversion or delivered upon exchange

of the Bonds have not been and will not be registered under the United States Securities Act of

1933 (the "Securities Act") and, subject to certain exceptions, may not be offered or sold within theUnited States The Bonds are being offered and sold outside the United States in accordance withRegulation S under the Securities Act

No representation or warranty, express or implied, is made, and no responsibility is accepted byDeutsche Bank AG London, CCF or Société Générale as to the accuracy or completeness of theinformation set out in this document

In connection with this issue, Société Générale, or any person acting on its behalf, acting on behalf

of the Joint Lead Managers may over-allot or effect transactions for a limited period with a view tosupporting the market price of the Bonds at a level higher than that which might otherwise prevail.However, there is no obligation on Société Générale, or any person acting on its behalf, to carryout such activities Such stabilisation, if commenced, may be discontinued at any time and must

be brought to an end after a limited period

A French limited liability company with Executive Board and Supervisory Board

(société anonyme à Directoire et Conseil de Surveillance)

with a share capital of euro 596 680 245Registered Office: 2, rue de la Mare-Neuve, 91000 EvryRegistered with the Evry Registry of Companies and Commerceunder number 602 036 444

FINAL PROSPECTUS (NOTE D’OPERATION DEFINITIVE)

MADE AVAILABLE TO THE PUBLIC IN RELATION TO THE ISSUE AND ADMISSION TO THE PREMIER MARCHÉ OF EURONEXT PARIS S.A WITH AN AGGREGATE PRINCIPAL AMOUNT OF EURO

570,000,111.36, WHICH MAY BE INCREASED TO EURO 629,999,903.49 OF BONDS CONVERTIBLE

INTO NEW SHARES AND/OR EXCHANGEABLE INTO EXISTING SHARES (OBLIGATIONS À OPTION DE CONVERSION EN ACTIONS NOUVELLES ET/OU D’ÉCHANGE EN ACTIONS EXISTANTES) OF ACCOR

WITH A NOMINAL VALUE OF EURO 166.89

A legal notice will be published in the Bulletin des Annonces légales obligatoires on 29 April 2002.

Visa of the Commission des opérations de bourse Pursuant to articles L.412-1 and L.621-8 of the Code monétaire et financier, this final prospectus has received the

visa no 02-454 dated 25 April 2002 of the Commission des opérations de bourse in accordance with itsRegulation n°98-01 This prospectus has been drafted by the issuer and renders the signatories thereof liable Theapproval does not imply approval of the suitability of the transaction or authentification of the accounting andfinancial items shown It has been granted after review of the relevance and consistency of the information in thelight of the transaction offered to investors

Warning The Commission des opérations de bourse draws the attention of the public to:

- the particular characteristics of the financial instruments described in this final prospectus Governed by articles

L 288-91 and subsequent of the Code de commerce, they do not present certain of the characteristics of

convertible or exchangeable bonds In particular, upon each event of early redemption or normal redemption,holders shall be entitled to exercise their rights to receive shares only in the period between the date of the noticeannouncing such redemption (which shall be published at the latest one month before the redemption date) andthe seventh business day preceding the date set for such redemption;

- the specific terms and conditions of the normal redemption of the bonds, which is effected through partialredemption, on 1 January 2005, 2006, and 2007, of a third of the initial nominal value of each bond, at aredemption price inclusive of a redemption premium providing the initial bond subscriber with a gross yield tomaturity rate of 3.125%

This final prospectus consists of:

• the ACCOR document de référence , which was registered with the Commission des opérations de bourse

on 18 March 2002 under the number D.02-126;

• the preliminary prospectus, which received the visa number 02-446 of the Commission des opérations de

bourse on 25 April 2002 ; and

• this final prospectus

Copies of this prospectus are available for inspection, without charge, at the headquarters of ACCOR - Tour MaineMontparnasse at 33 avenue du Maine, 75755 Paris Cedex 15 and from:

Deutsche Bank HSBC CCF SG Investment Banking

Joint Lead Managers, Joint Bookrunners

PRINCIPAL CHARACTERISTICS OF THE BONDS CONVERTIBLE

INTO NEW SHARES AND/OR EXCHANGEABLE INTO EXISTING

ACCOR SHARES

NOMINAL AMOUNT OF ISSUE AND NUMBER OF BONDS ISSUED

The ACCOR 1%bonds May 2002/January 2007 (the “Bonds”) issued will be in a nominal amount

of € 570,000,111.36 represented by 3,415,424 Bonds In addition, the Company has granted to theLead Managers for the account of the managers an over-allotment option which, if exercised,would lead the Company to increase the nominal amount of the issue by a maximum ofapproximately 10% to a total amount of no more than € 629,999,903.49 represented by 3,774,941Bonds having a nominal value of € 166.89

NOMINAL VALUE OF BONDS

The nominal value of Bonds which has been fixed at € 166.89

ISSUE PRICE

At par, payable in one installment on the settlement date

ISSUE DATE AND SETTLEMENT DATE

3 May 2002

TERM OF THE BONDS

4 years and 243 days

- 1 January 2005 at a redemption price of € 58.86, representing approximately 105.81% of the

fraction of the outstanding nominal value of the Bonds to be redeemed at this date

- 1 January 2006 at a redemption price of € 60.14, representing approximately 108.11% of thefraction of the outstanding nominal value of the Bonds to be redeemed at this date

- 1 January 2007 at a redemption price of € 61.47, representing approximately 110.50% of thefraction of the outstanding nominal value of the Bonds to be redeemed at this date

Each of these redemption prices comprises a redemption of a third of the initial nominal value ofthe Bond and a redemption premium giving the initial subscriber an actual yield rate of 3.125%.

GROSS YIELD TO MATURITY

3.125% as at the settlement date (in the absence of conversion and/or exchange into shares and

in the absence of early redemption)

EARLY REDEMPTION AT THE OPTION OF ACCOR

Possible, at the option of the issuer:

• without limitation as to price or quantity, at any time, by means of purchase in the open market

or by public offers;

• for the entirety of the Bonds, at any time, if less than 10% of the Bonds remain in circulation, at

an early redemption price calculated to guarantee the initial subscriber, at the actualredemption date, after taking into account coupons paid over the preceding years and interestdue in respect of the period from the last date of payment of interest before the date of earlyredemption and the actual redemption date, a gross rate of return identical to that which itwould have received on redemption upon maturity, with accrued interest

EARLY REDEMPTION IN CASE OF DEFAULT

The Bonds shall be redeemable immediately, in accordance with the terms of Paragraph 2.3.7.6

“Events of Default”

CONVERSION AND/OR EXCHANGE OF THE BONDS FOR SHARES OF ACCOR

The Bondholders may require that the Bonds be converted and/or exchanged into shares, at anytime from the settlement date on 3 May 2002 as follows:

- from 3 May 2002 to the seventh business day preceding 1 January 2005 (or the following

business day) at a conversion rate of 3 ACCOR shares for one Bond, subject to the provisions

of paragraph 2.6.7.3 (“Adjustment to Conversion and/or Exchange Ratio”);

- from the date following the seven business days preceding the 1 January 2005 to the seventh business day preceding 1 January 2006 (or the following business day) at a conversion rate of

2 ACCOR shares for one Bond, subject to the provisions of paragraph 2.6.7.3 (“Adjustment toConversion Exchange Ratio”);

- from the date following the seven business days preceding the 1 January 2006 to the seventh business day preceding 1 January 2007 (or the following business day) at a conversion rate of

1 ACCOR share for one Bond, subject to the provisions of paragraph 2.6.7.3 (“Adjustment toConversion and/or Exchange Ratio”)

For any fraction of a Bond subject to normal redemption, the Bondholders may, until the seventhbusiness day preceding each normal redemption date, exercise their conversion/exchange rightsfor ACCOR shares at a rate of 1 ACCOR share per fraction of the nominal value of the Bond atnormal redemption (subject to the provisions of paragraph 2.6.7.3 (“Adjustment to Conversionand/or Exchange Ratio”))

ACCOR may, at its option, deliver new shares and/or existing shares

PREFERENTIAL SUBSCRIPTION RIGHTS AND PRIORITY SUBSCRIPTION PERIOD

The shareholders of ACCOR have waived their preferential subscription rights and no prioritysubscription period is applicable

OFFERING PERIOD

The Bonds will be offered to the public from 25 April 2002 to 30 April 2002 inclusive and thisplacing may be closed without prior notice In the case of individuals, the placing will remain open

from 26 April 2002 until 30 April 2002 inclusive.

INTENTION OF PRINCIPAL SHAREHOLDERS

No shareholder has declared an intention to subscribe to the present issue

DIVIDEND RIGHTS ATTACHING TO NEW SHARES ISSUED AS A RESULT OF CONVERSION

The new shares issued as a result of the conversion of Bonds will carry dividend rights from thefirst day of the accounting period during which the Bonds were converted

DIVIDEND RIGHTS OF EXISTING SHARES RESULTING FROM EXCHANGE

The existing shares resulting from exchange will continue to carry dividend rights

STOCK EXCHANGE SHARE PRICE

Reference price on 25 April 2002: € 44.87

LISTING OF THE BONDS

Premier Marché of Euronext Paris SA, expected on 3 May 2002.

CHAPTER I

PERSONS ASSUMING RESPONSIBILITY FOR THIS FINAL PROSPECTUS AND THE AUDIT OF THE ACCOUNTS

Jean-Marc Espalioux, Chairman of the Executive Board (Président du Directoire)

"To the best of our knowledge, all the information in this final prospectus is true andaccurate; this document contains all the information necessary to enable investors to form

an opinion as to the assets and liabilities, activities, financial position and financial resultsand future prospects of ACCOR as well as to the rights attached to the securities beingoffered; this document does not contain any information which makes it misleading."

The Chairman of the Executive Board

41, rue Ybry, 95576 Neuilly-sur-Seine

Reappointed for 6 financial years by the shareholders general meeting 29 May 2001Date of first appointment: 16 June 1995

Deloitte, Touche, Tohmatsu - Audit

Alain Pons

185, avenue Charles de Gaulle, 92200 Neuilly-sur-Seine

Reappointed for 6 financial years by the general meeting 29 May 2001

Date of first appointment: 16 June 1995

1.3.2 Substitute Auditors

Christian Chiarasini

41, rue Ybry, 95576 Neuilly-sur-Seine

Reappointed for 6 financial years by the general meeting

29 May 2001

Date of first appointment: 4 June 1996

BEAS

7, villa Houssaye, 92200 Neuilly-sur-Seine

Reappointed for 6 financial years by the general meeting

29 May 2001

Date of first appointment: 29 May 2001

1.3.3 Revisors ("Réviseurs")

Deloitte, Touche, Tohmatsu

185, avenue Charles de Gaulle, 92200 Neuilly-sur-Seine

1.3.4 Certificate of the Auditors

(Free translation of a French language original prepared for convenience purpose only Accounting principles and auditing standards and their application in practice vary from one country to another The accompanying financial statements are not intended to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries other than France In addition, the procedures and practices followed by the statutory auditors in France with respect to such financial statements included in a prospectus may differ from those generally accepted and applied by auditors in other countries Accordingly, the French financial statements and the auditor's and statutory auditor's attestation -

of which a translation is presented in this document for convenience only - are for use by those knowledgeable about French accounting procedures, auditing standards and their application in practice)

Attestation of statutory auditors and auditors

As statutory auditors or auditors of ACCOR and in accordance with Rule 98-01 of the Commissiondes Opérations de Bourse and professional standards applicable in France, we have performed

certain procedures on the information contained in the "Note d’opération définitive" relating to the

historical financial statements of the company

The company’s Chairman of the Executive Board (Président du Directoire) is responsible for the preparation of the “Note d’opération définitive” Our responsibility is to report on the fairness of the information presented in the "Note d’opération définitive" relating to the financial statements.

We have conducted our work in accordance with professional standards applicable in France.Those standards require that we assess the fairness of the information presented relating to thefinancial statements and its consistency with the financial statements on which we have issued a

report Our procedures also include reading the other information contained in the “note d’opération définitive” in order to identify material inconsistencies with the information relating to

the financial statements and to report any apparent material misstatement of facts that we mayhave uncovered in reading the other information based on our general knowledge of the companyobtained during the course of our engagement With regard to the prospective financial dataderived from the company’s process of preparation of such information, we have consideredmanagement assumptions and checked that the individual prospective data presented have beenprepared on the basis of such assumptions

We have audited in accordance with professional standards applicable in France the consolidatedfinancial statements prepared in accordance with accounting standards accepted in France for

each of the years ended 31 December 1999, 2000 and 2001, approved by the Executive Board.

We expressed an unqualified opinion on such financial statements

This “Note d’opération définitive” incorporates the “Document de référence” registered at the COB

on 18 March 2002 under the number D.02-126 and which has been certified by us

Based on the procedures performed, we have no matters to report regarding the fairness of the

information relating to the financial statements presented in the “Note d’opération définitive”

established for the purpose of a debt issues represented by bonds convertible and/orexchangeable into new and/or existing shares

Deloitte Touche Tohmatsu

Christian CHOCHON Alain PONS

Members of the Compagnie de Versailles

Telephone : 01 45 38 86 26 Telephone: 01 45 38 86 36

CHAPTER II

ISSUE AND ADMISSION TO THE PREMIER MARCHE OF THE ACCOR BONDS

CONVERTIBLE INTO NEW SHARES AND/OR EXCHANGEABLE FOR

EXISTING SHARES OF ACCOR

2.1.1 Meeting authorising the Issue

The general meeting (assemblée générale mixte) of shareholders of ACCOR (“ACCOR” or

the “Company”) held on 29 May 2001, in compliance with the rules relating to quorum and

voting for extraordinary general meetings, and after considering the report of the ExecutiveBoard and the auditors’ special report, pursuant to the provisions of paragraph 3 of Article

L.225-129 of the sixteenth resolution of the Code de commerce:

• delegated to the Executive Board (Directoire), the powers necessary to proceed,

by way of public offer on one or more occasions and according to the proportionsand time frames determined by them, on the French market as well as abroad, withthe issue of shares, bond warrants and more generally all securities giving access,immediately and/or in the future, to the shares of the Company;

• decided that the nominal amount of any equity issue which may be carried out

immediately or in the future, in compliance with the current authority cannot exceedEuros 150,000,000;

• decided that this increase in the capital may result in the exercise of a right of

allocation, by way of conversion, exchange, repayment, presentation of a warranty

or in any other manner, resulting in all securities issued by the Company of whichthe Company holds, directly or indirectly, more than half of the capital and inaccordance with its consent;

• decided that the nominal amount of debt securities giving access to capital and to

be issued in compliance with the current authority, will be a maximumEuros 1,000,000 or the equivalent in a foreign currency if any;

• decided to remove the preferential shareholders’ subscription right to securities to

be issued, on the understanding that the Executive Board may confer upon theshareholders the option of priority subscription on the whole or a part of the issue,

in accordance with the conditions and timetable determined by them This prioritysubscription will not give rise to the creation of negotiable rights;

• noted and decided that as far as necessary, this decision carries a waiver of the

shareholders’ preferential subscription rights in favour of the holders of securitiesgiving access in the future to shares of the company;

• decided that, in the case of an issue in the immediate term or in the future, of

shares for cash, the sum received by the company for each of the shares issued inthe context of this authority, will be at least equal to the average of the first price ofthe shares of the company as listed on the stock market for 10 consecutive days,chosen from amongst the 20 days before the first issue day of the above-mentioned shares, after, as the case may be, a correction of this average has

taken into account the difference in the issue date (date de jouissance), it being

noted that in the case of the issue of a bond warrant of the shares of the company,the sums received by the company at the time of subscription to the bonds will betaken into account in the calculations;

• decided that the Executive Board will have all the powers with the option of

sub-delegated to its president, with the constraints imposed by law, to implement thisauthority, and to determine the dates and terms of this issue, as well as the formand characteristics of the securities to be created, to fix the price and conditions ofthe issues, to fix the amounts to be issued, to fix the issue date (even retroactively)

of the securities to be issued, and in if applicable, the conditions of their buyback,

to suspend, if applicable, the exercise of the right of allocation of shares of thecompany attached to the securities to be issued for a period which may not exceedthree months, to fix the terms in order to ensure the preservation of the rights of theholders of securities giving future access to shares of the company in compliancewith legal and regulatory provisions, to carry out, if applicable, all allocation(s) on or

of the premium(s) of issue and especially for those of the costs arising from thecompletion of the issue, and to generally take all measures and conclude theplanned issues and receive the resulting increases to the company’s share capitalresulting from all completed issues in accordance with this authority, and modifythe articles association of the company accordingly

In the case of the issue of debt securities, the Executive Board will have all the necessarypowers to decide, in particular whether or not they are subordinated to fix their rate ofinterest, their duration, fixed price of repayment or variable price with or without a premium,the terms of redemption according to the conditions of the markets and the conditionsunder which the securities will give rights to the shares of the company

2.1.2 Decisions of the Executive Board and of the Supervisory Board

Pursuant to the authorisation conferred by the extraordinary general meeting held on

29 May 2001, and in particular, its sixteenth resolution and pursuant to the agreement ofthe Supervisory Board during its meeting held on 23 April 2002, the Executive Boarddecided during its meetings held on 19 April and 23 April 2002 to issue bonds convertible

or exchangeable into new and/or existing shares of ACCOR (Obligations à option de conversion et/ou d’échange en actions nouvelles ou actions existantes) for a maximum

nominal amount of euro 630 and delegated to its Chairman in accordance with the option

of delegation given by the extraordinary general meeting of 29 May 2001 in its sixteenthresolution, all powers necessary to implement the issue, determine the securities to beissued and to fix the sums, dates, terms and conditions of the issue

In compliance with the powers delegated to him by the Executive Board, the Chairmandecided on 24 April 2002 to use the authority in order to issue the Bonds forming theobject of this final prospectus and has fixed the final characteristics of this issue as theyappear in this prospectus

In this final prospectus, the term “Bond” signifies a bond convertible and/or exchangeablefor new shares or existing shares, having all the characteristics described in this finalprospectus

2.2.1 Number and nominal amount of the Bonds - Proceeds of the issue

2.2.1.1 Number and nominal amount of the Bonds

ACCOR’s 1% Bonds May 2002/January 2007 (hereafter the “Bonds”) will be issued in a

total nominal amount of € 570,000,111.36 represented by 3,415,424 Bonds In addition, inorder to cover any over-allotment, ACCOR has granted to the Joint Lead Managers and

co-Bookrunners an over-allotment option (option de sur-allocation) of up to approximately

10% of the initial principal amount of the issue taking the total nominal amount up to

€ 629,999,903.49 represented by 3,774,941 Bonds having a nominal value of € 166.89 perBond

2.2.1.2 Proceeds of the issue

The gross proceeds will be € 570,000,111.36 and may reach a maximum sum of

€ 629,999,903.49.

The net proceeds of the issue to be paid to the issuer after deduction from the grossproceeds of approximately € 5.7 million representing the fees due to the financialintermediaries and of approximately € 0.3 million representing the legal and administrativefees will be up to approximately € 564 million which may be increased to approximately

€ 623 million in the event of an exercice of the over-allotment option

2.2.2 Structure of the Issue

2.2.2.1 Offering

The Bonds, which are offered as part of a global offering, will be offered:

• in France, to legal entities and individuals;

• outside France, in accordance with the rules applicable to each jurisdiction in which

the Bonds are offered with the exception of the United States of America, Canadaand Japan where no offerings may take place

No specific tranche of Bonds is designated for a particular market

2.2.2.2 Selling Restrictions

The distribution of this prospectus, the offer or the sale of the Bonds may, in certainjurisdictions, be subject to specific regulations Persons in possession of this prospectusshould familiarise themselves, and comply, with any local restrictions

The institutions responsible for the placing will comply with the laws and regulations ineffect in jurisdictions in which offers of the Bonds are made and, in particular, with theselling restrictions set out below

United Kingdom Selling Restrictions

Each institution participating in the offering agrees that:

(a) it has not offered or sold, and will not offer or sell any Bonds in the United

Kingdom, except to persons whose ordinary activities involve them in acquiring,holding, managing or disposing of investments (as principal or agent) for thepurposes of their business or otherwise in circumstances which have not resultedand will not result in an offer to the public in the United Kingdom within the meaning

of the Public Offers of Securities Regulations 1995 or the Financial Services and

Markets Act 2000 (“FSMA”);

(b) that it is a professional investor within the meaning of article 19(5) of the Financial

Services and Markets Act 2000 (Financial Promotion) Order 2001;

(c) it has only communicated or caused to be communicated, and will only

communicate or cause to be communicated any invitation or inducement to engage

in investment activity (within the meaning of Section 21FSMA) received by it inconnection with the issue or sale of any Bonds under circumstances in whichSection 21(1) of the FSMA does not apply to the Company;

(d) that it has complied with all the provisions of the Financial Services Act 1986,

applicable to all the activities it undertakes or will undertake in relation to theBonds, in, from or otherwise involving the United Kingdom;

(e) it has complied and will comply with all applicable provisions of FSMA with respect

to anything done by it in relation to the Bonds in, from or otherwise involving theUnited Kingdom

United States Selling Restrictions

The Bonds and the shares of ACCOR to be issued or delivered upon conversion orexchange of the Bonds, have not been and will not be registered under the U.S SecuritiesAct of 1933, as amended (the "Securities Act") and, subject to certain exceptions, may not

be offered or sold within the United States

The Bonds will be offered and sold outside the United States in accordance withRegulation S under the Securities Act

In addition, until 40 days after the commencement of the offering of the Bonds, an offer orsale of Bonds or shares of ACCOR to be issued upon the conversion of Bonds or to bedelivered upon exchange within the United States by any dealer (whether or notparticipating in the offering) may violate the registration requirements of the Securities Act

Canada and Japan Selling Restrictions

Each institution participating in the offering agrees that it has not offered nor sold, and willnot offer or sell, the Bonds in Japan or Canada

2.2.2.3 Intention of the principal shareholders

No shareholder has declared its intention to subscribe to the present issue

2.2.2.4 Preferential subscription rights, priority subscription period

The shareholders have expressly waived their preferential subscription rights to the Bondsbeing issued at the general meeting of 29 May 2001 This decision included an expresswaiver of their preferential subscription rights to the new shares issued on conversion ofthe Bonds

No priority subscription period for the shareholders is applicable

2.2.3 Public Subscription and Duration of offer

The offer will be open from 25 April 2002 to 30 April 2002 inclusive and the offer may beclosed without prior notice, except in the case of individuals, for whom it will remain openfrom 26 April 2002 to 30 April 2002 inclusive

Indicative timetable of the offering:

Determination of the final terms of the issue and visa of the

Commission des opérations de bourse on this final prospectus

26 April 2002 Commencement of the public subscription period

30 April 2002 End of the public subscription period

3 May 2002 Settlement and delivery of the Bonds

2.2.4 Financial institutions responsible for the offering

Orders for subscription should be lodged with Deutsche Bank AG London, CCF andSociété Générale, the joint lead managers and joint bookrunners which are carrying outthe placement

2.3.1 Form, denomination and delivery of the Bonds

The Bonds to be issued by ACCOR constitute neither convertible bonds for the purposes

of articles L.225-161 of the Code de commerce, nor exchangeable bonds for the purposes

of articles L.225-168 of the said Code, but rather constitute securities carrying rights to

shares representing a part of the capital of ACCOR, within the meaning of article L.228-91

et seq of the said Code.

The Bonds will be issued in accordance by French law

The Bonds will be in either bearer or registered form, at the option of the holders TheBonds will in any event be recorded in accounts held, as the case may be, by:

• Société Générale, acting on behalf of ACCOR in respect of fully registered Bonds

(nominatifs purs);

• an approved intermediary (intermédiaire financier habilité) of their choice and

Société Générale in respect of Bonds in administered registered form (nominatifs administrés); and

• an approved intermediary of their choice in respect of Bonds in bearer form

Settlement and delivery will take place through RELIT-SLAB system of settlement anddelivery of Euroclear France under Sicovam Code 18019

The Bonds will be accepted for clearance through the Euroclear France, which will ensurethe clearing of Bonds between account holders The Bonds will also be accepted for

clearance through the Euroclear Bank S.A./N.V and Clearstream Banking, société anonyme.

The Bonds will be recorded in an account and negotiable as from the settlement date ofthe Bonds on 3 May 2002

2.3.2 Nominal Amount - Issue Price

The nominal amount of the Bonds has been fixed at € 166.89

The Bonds will be issued at par, being € 166.89 per Bond payable in one installment on thesettlement date

an amount will be payable on 1 January 2003 of interest of € 1.111 07 per Bond

All interest payments relating to an interest period of less than one year will be calculated

on a basis of the result of (i) the annual interest rate and (ii) taking account of (a) thenumber of days elapsed since the last Interest Payment Date or, if it does not yet exist, thedate of settlement of the Bonds and (b) 365 and 366 according to the number of exactcalendar days between the next Interest Payment Date and that same day the year before.Subject to the provisions of paragraph 2.6.5 (“Rights of Bondholders to interest payments

on the Bonds and dividends in respect of shares delivered”), interest related to a redeemedfraction of the nominal value of the Bonds will cease to run from the date of redemption ofsuch fraction Interest will cease to run from the date of redemption of the Bonds in full.Claims in respect of interest will become void after a period of 5 years starting from thedate they become due

2.3.7 Redemption

2.3.7.1 Redemption at maturity

The Bonds will be redeemed through repayment of one third of their initial nominal value of

a Bond on each of the following dates:

• 1 January 2005 at a redemption price of € 58.86, representing approximately

105.81% of the fraction of the outstanding nominal value of Bonds redeemed atthat date;

• 1 January 2006 at a redemption price of € 60.14, representing approximately

108.11% of the fraction of the outstanding nominal value of Bonds redeemed atthat date;

• 1 January 2007 at a redemption price of €61.47, representing approximately

110.50% of the fraction of the outstanding nominal value of Bonds redeemed atthat date;

it being noted that, on the basis of the conditions of the issue envisaged (the issue priceequal to the par value, the issue and settlement date of the Bonds, the remuneration

offered), each repayment price is calculated on the basis of the terms of the actuarial rate

proposed (cf paragraph 2.3.8 “Gross yield to maturity”)

Claims in respect of principal will become void after a period of 30 years from the due date

of redemption of the Bonds

2.3.7.2 Early Redemption by Buy-Back or Public Offer

The Company shall be entitled to redeem the Bonds at any time, without limitation on price

or quantity, by purchasing Bonds, whether on the stock exchange or off-exchange or bymeans of a public offer or exchange offer Any such transaction shall not affect the duedate for redemption of any Bonds still outstanding All Bonds acquired shall be cancelled

2.3.7.3 Early Redemption at the option of ACCOR

1 The Company shall be entitled, at its option, to redeem at any time at a price

anticipated and determined in a manner guaranteed to the initial subscriber at theactual redemption date, after taking into account;

- interest payments made on 1 January in previous years;

- the interest payable for the period from the last Interest Payment Date

before the early redemption date and the actual redemption date; and

- as the case may be, if the redemption occurs after one or more normal

redemption dates, from the redemption price anticipated within the context

of this normal redemption;

a gross redemption rate identical to that which it would have obtained in the case ofthe redemption of each of its fractions at a nominal value on their respectivepayment dates, the entirety of the Bonds remaining in circulation, if they are less innumber than 10% of the number of Bonds issued

2 In each case specified in paragraph (1) above, the Bondholders shall remain

entitled to exercise their right to conversion/exchange in ACCOR shares inaccordance with the provisions of paragraph 2.6.3 (“Time of Exercise and Ratio ofAllocation of Shares”)

2.3.7.4 Publication of information relating to an early redemption or a redemption at maturity

Information relating to the number of Bonds purchased, converted or exchanged and to thenumber of Bonds still outstanding shall be provided each year to Euronext Paris S.A forpublication and shall be available from the Company or the institution responsible forservicing the Bonds, as defined in paragraph 2.5.1 (“Paying Agents”)

In the event that the Company decides to redeem the Bonds upon or prior to maturity, anotice to that effect shall be published (if required by French regulations at that time), in the

Journal Officiel, at the latest one month before the date set for redemption Furthermore,

notices announcing such decision shall be published in the financial press and by EuronextParis S.A

2.3.7.5 Cancellation of Bonds

Bonds redeemed upon or prior to maturity, Bonds purchased on the stock exchange or exchange or by way of public offer and Bonds which have been converted and/orexchanged into shares, shall cease to be outstanding and shall be cancelled in accordancewith French law

off-2.3.7.6 Events of Default

The representatives of the masse of the Bondholders may, upon the decision of the

Bondholders’ general meeting, decision of the majority of the boardholders’ generalmeeting, upon written notice sent to the Company, and given that, with a copy to thecentralising agent, require that all the Bonds be redeemed at the early redemption pricecalculated in accordance with paragraph 2.3.7.3 “Early Redemption at the Option of theIssuer”) increased by the interest payable for the period from the last Interest PaymentDate before the anticipated early redemption and the actual date of redemption, under thefollowing circumstances:

(a) default is made by the Company when due of interest on any of the Notes, if such

default shall not have been remedied within 5 business days thereafter; or(b) default in the performance of, or compliance with, any other obligation of the

Company under the Notes other than as referred to in paragraph (a) above, if suchdefault shall not have been remedied within 30 calendar days after receipt by theFiscal Agent of written notice of such default given by the Representative (asdefined in paragraph 2.3.15); or

(c) the Company makes any proposal for a general moratorium in relation to its debts;

or applies for the appointment of a conciliator (conciliateur) in each case in the context of solvency concerns; or enters into an amicable settlement (accord amiable) with its creditors pursuant to Articles L.611-3 to L.611-6 of the Code de Commerce; or a judgement is issued for the judicial liquidation (liquidation judiciaire) or for the transfer of the whole of the business (cession total de l’entreprise) of the Issuer; or, if the Company is subject to any other insolvency or

bankruptcy proceedings; or if the Issuer makes any conveyance, assignment orother arrangement for the benefit of, or enters into an agreement with, all or asubstantial number of its creditors with a view to restructuring or rescheduling of itsindebtedness; or if the Company is wound up or dissolved except with the prior

approval of the Masse for the purposes of an amalgamation, reorganisation,

consolidation or merger which is implemented; or(d) any other present or future indebtedness of the Company for or in respect of

borrowed money becomes due and payable (exigible) prior to its stated maturity by

reason of the occurrence of a default, event of default or another similar condition

or event (however described) with equivalent effect (together, “default”), provided

that the aggregate amount of the relevant indebtedness equals or exceeds

€100,000,000 or its equivalent in any other currency unless such default iscontested in good faith by the Issuer before a competent court or by otherappropriate proceedings provided that the claim alleging the occurrence of suchdefault is withdrawn, dismissed or stayed with 90 calendar days from the date onwhich the relevant indebtedness was first alleged to have become due andpayable; or

(e) all or any substantial part of the property, assets or revenues of the Company shall

be attached or shall become subject at any time to any order of court or the

enforcement of any security interests (sûretés réelles) and such attachment of

order shall remain in effect and not be discharged for, or the steps taken to enforceany such security interests shall not be withdrawn or stayed within 30 calendardays;

(f) the shares of the Company would not be able to be listed/could no longer be

admitted for trading on the Premier Marché d’Euronext Paris S.A or on any

regulated market of any member countries of the EEC;

2.3.8 Gross Yield to Maturity

The gross yield to maturity is 3.125% as at the settlement date (provided that the Bondsare not converted and/or exchanged into shares or redeemed prior to maturity)

On the French bond market, "yield to maturity" means the annual rate which, at a givendate, equals such rate on a compound interest basis and the current value of all amounts

payable and all amounts receivable under the Bonds (as defined by the Comité de normalisation obligataire).

2.3.9 Term and average duration of Bonds

The term of the Bonds is 4 years and 243 days from the settlement date to the redemptiondate at maturity of the Bonds

The average duration is 3 years and 243 days

The average duration of a Bond is determined as follows: each fraction of the nominalvalue of the Bond to be redeemed at each instalment is multiplied by the term of thisfraction Then, after adding these products together, the total is divided by the total nominalvalue of a Bond

2.3.10 Further Issues

If the Company subsequently issues further bonds having in all respects the same rights

as the Bonds, the Company may, without the consent of the Bondholders and providedthat the terms and conditions of all such bonds so permit, consolidate the Bonds and suchfurther bonds, thereby treating them as the same issue for the purposes of trading andservicing

2.3.11 Status and Negative Pledge

2.3.11.1 Status

The Bonds and the interest thereon constitute direct, general, unconditional,unsubordinated and unsecured obligations of the Company, and rank equally amongst

themselves and pari passu with all others, present or future unsecured and unsubordinated

obligations of the Company

2.3.11.2 Negative Pledge

So long as any of the Bonds remain outstanding, the Issuer will not create or permit to

subsist any mortgage, charge, lien, pledge or other security interest (sûreté réelle) upon

the whole or any part of its present or future assets or revenues for the benefit of anyholders of any other bonds to secure (1) payment of any sum due in respect of any other

bonds or (2) any payment under any guarantee of or indemnity or other like obligationrelating to any other bonds, unless the Issuer’s obligations under the Bonds are equallyand rateably secured This undertaking is given only in relation to security granted in

favour of holders of other bonds (obligations) and does not affect in any way the right of

the Company to otherwise dispose of its assets or to grant any security in respect of suchassets in any other circumstances

Centre Jacques Ferronnière

32, rue du Champ de Tir, B.P 81236

44312 NANTES Cedex 3

represented by Président Mr Alain Foulonneau,

domiciled at the above addressThe acting representative will have the power, without restriction or reservation, to take, on

behalf of the masse, all actions of an administrative nature necessary to protect the

interests of the Bondholders

The representative will exercise its duties until its dissolution, resignation or termination ofits duties by a general meeting of the Bondholders or until it becomes incapable of acting

or unable to act The appointment of the representative shall automatically cease on thedate of final or total redemption, prior to maturity or otherwise, of the Bonds Thisappointment will be automatically extended until the final resolution of any proceedings inwhich the representative is involved and the enforcement of any judgements rendered orsettlements made

The acting representative shall be entitled to remuneration, payable by the Company on 31December of each year from 2002 to 2006 inclusive, until there are no further Bondsoutstanding

The Company will bear the remuneration of the representative of the masse and the costs

of calling general meetings of the Bondholders, publishing their decisions and fees linked

to the possible designation of the representative of the masse according to article L.228-50

of the Code de commerce and, all the costs of administration and of management of themasse of Bondholders and of general meetings

Meetings of the Bondholders shall be held at the registered office of The Company or suchother place as is specified in the notice of the meeting.

Each Bondholder shall have the right, during the period of 15 days prior to any meeting ofthe masse, to examine and take copies of or to cause an agent to do so on its behalf, atthe registered office or administrative headquarters of the company or at such other place

as is specified in the notice for such meeting, the text of the resolutions to be proposed andany reports to be presented to such general meeting

In the event of the consolidation of the Bonds with further issues of Bonds giving identicalrights to Bondholders and if the terms and conditions of such Bonds so permit, theBondholders of all such issues shall be grouped together in a single masse

2.3.16 Tax regime

Payments of interest and repayment of principal on the redemption of the Bonds aresubject to withholding at source of such taxes as the law may impose on the holders of theBonds

Under of current legislation, the following summary sets out the tax regime applicable to

subscribers for the Bonds However, all individuals or bodies corporate should consult their

usual tax advisers for details of the tax regime which applies to their particular case.Payments of interest to Bondholders who are not French tax residents will be exemptedfrom withholding taxes to the extent described in paragraph 2.2.16.2 “Non-French taxresidents”

Non-French residents should comply with the tax laws applicable in the jurisdiction inwhich they are resident

2.3.16.1 French-Tax residents

Normal redemption of the bonds by the reduction of the nominal value of the bonds should,

on each normal redemption date, lead to a gain equal to the difference between theamount paid (redemption premium included) and the amount of reduction of the nominalvalue of the bonds Accordingly, the purchase price of the bonds will reduce by an amountequal to the reduction in the nominal value of the bonds for the purposes of calculatingcapital gains or losses in the event of transfer or conversion

(i) Individuals holding the Bonds as part of their private assets

(a) Interest and redemption premium

Income (interest and redemption premium) received by individuals holdingthe Bonds as part of their private assets are:

• either included in the calculation of the tax payer's income whichshall be subject to:

- income tax calculated on a progressive scale;

- a general social contribution of 7.5%, of which 5.1% is deductiblefrom income tax (Articles 1600-0 C and 1600-0 E of the GeneralTax Code);

- a social deduction of 2% (Article 1600-0 F bis III 1 of the General

Tax Code);

- a social debt repayment contribution of 0.5% (Articles 1600-0Gand 1600-0 L of the General Tax Code).

• or, at the payer's option subject to:

- a final withholding tax at the rate of 15% (Article 125-A of theGeneral Tax Code);

- a general social contribution of 7.5% (Articles 0 C and

1600-0 E of the General Tax Code);

- a social deduction of 2% (Article 1600-0 F bis III 1 of the General

Tax Code);

- a social debt repayment contribution of 0.5% (Articles 1600-0Gand 1600-0 L of the General Tax Code)

(b) Capital gains

Pursuant to Article 150-0 A of the General Tax Code, capital gains realised

by individuals will be taxed, as of the first euro of such gains, where theaggregate amount of disposals of securities per tax household, as from

1st January 2002 is euro 7,650 per year:

- income tax at the rate of 16% (Article 200 A-2 of the General Tax Code);

- a general social contribution of 7.5%; (Articles 1600-0 C and 1600-0 E ofthe General Tax Code)

- a social deduction of 2% (Article 1600-0 F bis III 1 of the General TaxCode);

- a social debt repayment contribution of 0.5% (Articles 1600-0 G and1600-0 L of the General Tax Code)

Capital losses can be set off against capital gains of the same type realised

in the year of the disposal or if necessary, in the five following years on the

condition that disposals in the year that the capital loss was realised

exceeded the threshold of euro 7,650

(c) Conversion and/or exchange of the Bonds into shares

See Paragraph 2.6.6 “Tax regime on conversion and/or exchange”

(d) Bonds held by individuals shall be considered as a part of their private

assets, submitted to Wealth Tax(e) Bonds acquired by succession or donation shall be submitted to the French

Inheritance Tax(ii) Legal entities subject to corporation tax

(a) Interest and redemption premium

Interest accrued on Bonds over the year is included in taxable income andsubject to tax at the rate of 331/3%, plus a temporary contribution of 3%

(Article 235 ter ZA of the General Tax Code) for financial years ending on or

after 1 January 2002

A social contribution of 3.3% (Article 235 ter ZC of the General Tax Code)

applies; this is added to the amount of corporate tax, with an allowance of

euro 763,000 for each 12-month period However, entities which have aturnover before tax of less than euro 7,630,000 and whose share capital isfully paid-up and held continuously as to at least 75% by individuals (or byentities satisfying these conditions) are exempt from this contribution Inaddition, for these companies, the corporate tax rate is fixed up to euros38,120 of the gain for a period of 12 months, to 15% for the financial yearending 1 January 2002

In accordance with Article 238 septies E of the General Tax Code,

companies holding bonds must integrate a portion of the redemptionpremium into the results of each year, each time this premium exceeds10% of the acquisition price

To apply these provisions, the redemption premium means the differencebetween the sums which may be received from the Issuer excluding annualinterest, and the sums paid on subscription or acquisition of the Bonds.However, these provisions do not apply to Bonds whose average issueprice was higher than 90% of the redemption value

a limit of 38.120 euros for a period of 12 months for companies meeting

conditions of 219.I.b of CGI) Plus the contribution of 3% (Article 235 ter ZA

of the General Tax Code), for the financial years ending on or after 1

January 2002 as well as a social contribution of 3.3% (Article 235 ter ZC of

the General Tax Code)

(c) Conversion and/or exchange of the Bonds into shares

See Paragraph 2.6.6 (“Tax regime for conversion and/or exchange”)

2.3.16.2 Non-French-Tax residents

(a) Income tax (interest and redemption premiums)

Bond issues made by French legal entities and denominated in euro are deemed to

be made outside of the Republic of France for the purpose of Article 131 quarter of the General Tax Code (Instruction Administrative 5 I-11-98 of 30 September 1998).

As a result, interest on the Bonds which is paid to persons who are resident for taxpurposes, or who have their registered office outside the Republic of France, isexempt from the mandatory deduction at source provided in Article 125-A-III of theGeneral Tax Code Interest payments are also exempt from the social contributionspursuant to Article 1600-0 C and following of the General Tax Code

(b) Capital gains