AC Accor

Etude de l'AG du 05/05/2017

Under agenda item A, a shareholder resolution is proposed by Phitrust Active Investors which brought together 13 other investors. Together, these 14 co-filers own 2.3% of Accor's capital. It proposes to delete the double voting right provision from the articles of association.

On the 19th of April, the Board lately and unanimously decided not to support this external proposal. Proxinvest has concerns about Board members failure to ensure fair equal treatment between shareholders and consequently we decide to revise our voting recommendations over the election of the Board members who decided to support the double voting right provision.

Proxinvest recommends that shareholders support this resolution A which restores equal treatment between shareholders via the "one share - one vote" principle and helps to avoid a disproportionate influence of a competitor on Accor governance and on the outcome of the 2018 general meeting.

ITEMS 12 and 13: Despite the contestation recorded in 2016 on Mr Bazin's Say on Pay, the company did not improved its disclosure and individual achievement rates of annual bonus financial criteria are still not disclosed.

ITEMS 14, 15 and 26: The company proposes to implement a new free shares plan ("Co-Investment Plan"). Atlhough this new remuneration plan is quite interesting and innovative, we regret that it will be added to the performance shares plan already in place. It could have been acceptable if it had replaced the performance shares.

37 pages

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