Accor Acquisition Company Limited liability company with a Board of Directors (société anonyme à conseil d’administration) 82 rue Henri Farman, 92130 Issy-Les-Moulineaux, France RCS Nanterre 898 852 512 ANNUAL FINANCIAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 2022 We hereby present to you Accor Acquisition Company’s Annual Financial Report for the year ended December 31, 2022, prepared in accordance with the provisions of Articles L. 451-1-2 of the French Monetary and Financial Code and 222-3 of the General Regulations of the French Financial Markets Authority (Autorité des marchés financiers). The Annual Financial Report has been filed on April 27, 2023 in English language with the Autorité des marchés financiers and will be distributed in accordance with the provisions of Article 221-3 of the General Regulations of the Autorité des marchés financiers. This Annual Financial Report is a reproduction of the official version of the Annual Financial Report that has been prepared in European Single Electronic Format (ESEF) in English language. This reproduction is available on our Company's website www.accoracquisitioncompany.com.
2 Accor Acquisition Company – 2022 Annual Financial Report TABLE OF CONTENTS Chapter 1 Statement by the person responsible for the document Page 3 Chapter 2 Management Report Page 4 Chapter 3 Report on Corporate Governance Page 41 Chapter 4 Financial statements for the fiscal year ended December 31, 2022 issued under French Gaap Page 78 Chapter 5 Statutory Auditor’s report on the Financial statements for the fiscal year ended December 31, 2022 issued under French Gaap Page 97 Chapter 6 Financial statements for the fiscal year ended December 31, 2022 issued under IFRS accounting principles Page 102 Chapter 7 Statutory Auditor’s report on the Financial statements for the fiscal year ended December 31, 2022 issued under IFRS accounting principles Page 122
3 Accor Acquisition Company – 2022 Annual Financial Report Chapter 1 Statement by the person responsible for the document "I hereby declare that the information contained in this annual financial report is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its import. I further declare that, to the best of my knowledge, the financial statements included in this annual financial report have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and results of the company, and that the management report presented on page 4 of this annual financial report presents a true and fair view of the development of the business, results and financial position of the company and that it describes the main risks and uncertainties that it is facing." Issy-les-Moulineaux, April 27, 2023 Amir Nahai Managing Director
4 Accor Acquisition Company – 2022 Annual Financial Report Chapter 2 Management report 1. Presentation of the Company Accor Acquisition Company (the “Company”) is a special purpose acquisition company incorporated on April 30, 2021, under the laws of France as a limited liability company with a Board of Directors (société anonyme à Conseil d’administration), for the purpose of acquiring one or more companies or operating businesses, through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (a “Business Combination”). The Company was formed by Accor SA (the “Founder” or “Accor”). The Company subsequently offered preferred shares and warrants, which were admitted to listing and trading on the Professional Segment of the regulated market of Euronext Paris as from June 1, 2021, as described in the prospectus dated May 26, 2021 approved by the Autorité des marchés financiers under no. 21-180 (the “Prospectus”). The management has since then been working on the identification of a suitable target for the consummation of an Initial Business Combination. On April 27, 2023, the Board of Directors of the Company resolved that the Company has not identified a target that meets the criteria defined by the Board, and thus will not complete an Initial Business Combination before June 1, 2023 (the Initial Business Combination Deadline) (please also refer to section 2.4 of this Management Report). Offering of Market Units to certain qualified investors in France and outside of France, and admission to listing and trading of the Market Units Offering of Market Units On May 27, 2021, the Company offered 27,500,000 of its class B redeemable preferred shares, with a nominal value of €0.01 per share (the “Market Shares”) and 27,500,000 of its class B warrants (the “Market Warrants”). The Market Shares and the Market Warrants were offered only in the form of units (actions de préférence stipulées rachetables assorties de bons de souscription d’actions ordinaires de la Société rachetables), each consisting of one (1) Market Share and one (1) Market Warrant (the “Market Units”) at a per Market Unit price of €10 (the “Offering”), pursuant to the Prospectus. The Market Units have only been offered to qualified investors (investisseurs qualifiés) within the meaning of Article 2 point (e) of Regulation (EU) 2017/1129 and in accordance with Article L. 411-2-1° of the French Code monétaire et financier (“Qualified Investors”), inside or outside of France, who belong to one of the following two targeted categories: Qualified Investors investing in companies and businesses operating in the food and beverage, wellness, flexible working, entertainment and events and travel technology sectors; or
5 Accor Acquisition Company – 2022 Annual Financial Report Qualified Investors meeting at least two of the three following criteria set forth under Article D. 533-11 of the French Code monétaire et financier, i.e., (i) a balance sheet total equal to or exceeding twenty (20) million euros, (ii) net revenues or net sales equal to or exceeding forty (40) million euros, and/or (iii) shareholders’ equity equal to or exceeding two (2) million euros. The Founder placed an order to subscribe Market Units for a total amount of €20,000,000. As from June 1, 2021, the Market Units traded as units on the Professional Segment (“Compartiment Professionnel ”) of the regulated market of Euronext Paris, on a single listing line. Founder Shares and Founders Units Prior to the Offering, the Founder and the Managing Director, Mr. Amir Nahai, collectively held 7,080,000 ordinary shares subscribed at their nominal value (€0.01). On the listing date, each ordinary share held by such holders were converted into one (1) class A share (each, a “Founder Share”), with a nominal value of €0.01 per Founder Share. Founder Shares are preferred shares (actions de préférence) issued pursuant to provisions of Articles L. 228-11 et seq. of the French Code de commerce, the rights and obligations of which are defined in the Articles of Association as in effect on the listing date. Simultaneously with the completion of the Offering, the Founder subscribed for 1,486,000 units (actions de préférence assorties de bons de souscription d’actions ordinaires de la Société rachetables) (the “Founder Units”) at a price of €10 per Founder Unit through a reserved capital increase. Each Founder Unit consists of one (1) fully paid Founder Share and one (1) Founder Warrant (bon de souscription d’action ordinaire de la Société rachetable) (a “Founder Warrant”). Over-allotment and Stabilization Period The Company issued 27,500,000 Market Units, comprising 27,500,000 Market Shares and 27,500,000 Market Warrants and granted to Goldman Sachs Banking Europe, acting as stabilizing manager on behalf of the joint bookrunners (the “Stabilizing Manager”), an option to purchase up to 2,500,000 additional Market Units at the offering price of €10 per Unit, the “Overallotment Units”) exercisable for 30 days starting on June 1, 2021 (the “Stabilization Period”), to cover over-allotments and stabilization activities, if any. The Overallotment Units have been subscribed by the Founder on the completion date of the Offering, and immediately transferred to the Company, which lent them to the Stabilizing Manager for delivery to investors to cover over-allotments, if any. The Stabilizing Manager could, to the extent permitted by applicable law, effect transactions with a view to maintaining the market price of the Market Units by buying an amount of Market Units up to the Overallotment Units. In compliance with Article 7.1 of the Delegated Regulation, stabilization transactions, if any, could not be executed at a price greater than the offering price in the Offering. The Stabilizing Manager undertook stabilization activities (as defined under Article 3.2.(d)), of the Regulation (EU) No. 596/2014) in relation to the listing of the Company’s securities. In accordance, the Company published two press releases on June 9, 2021 and June 17, 2021. As a result of the Offering, and following the end of the stabilization period, the total number of the Company’s Market Units offered amounts to 27,702,143 Market Units (comprised each of one Market Share and one Market Warrant). Please refer to the Prospectus and the Company’s website for further information regarding the Offering, the stabilization activities and the specific rights attached to the Market Shares and the Founder Shares.
6 Accor Acquisition Company – 2022 Annual Financial Report On July 7, 2021, the Market Warrants were detached from the Market Shares and started trading separately on a listing line (under the ticker symbol “AACW”). Transfer of funds raised by the Company on a dedicated Escrow Account The proceeds from the Offering of the Units were deposited in an escrow account opened with BNP Paribas (the “Escrow Account”) after the Offering, in accordance with the Prospectus. An amount of €2,021,430, corresponding to the gross proceeds from the Overallotment Units were deposited on the Escrow Account after the end of the Stabilization Period, once the final amount of Overallotment Units purchased by the Stabilizing Manager pursuant to the Over-allotment Option had been determined. In addition, part of the net proceeds from the issuance of the Founder Units was deposited in the Escrow Account after the end of the Stabilization Period, to cover any negative interest on the amounts credited to the Escrow Account (up to a (0.5%) negative interest rate) (the “Negative Interest”). No negative interest applied as from July 21, 2022. As of the date of this Report, the Escrow Account shows a positive balance of €277,021,430. In addition, the net proceeds from the issuance of the Founder’s Units, less the Negative Interest, will be used in priority to pay all fees, costs and expenses incurred in connection with the Offering (except the estimated deferred underwriting commissions), and the balance will be used by the Company to fund its initial working capital. 2. Business overview 2.1. Operational activity The Company focuses on completing an initial Business Combination with one or several target companies and/or businesses with principal operations within five target sectors adjacent to the core hospitality business of Accor: food and beverage, wellness, flexible working, entertainment and events and travel technology) (the “Initial Business Combination”). The Company has a period of 24 months (or, in the event a binding combination agreement has been entered into in connection with the Initial Business Combination, the completion of which is subject to conditions precedent, such as regulatory or antitrust approvals, thirty (30) months) from the date of the admission of the Founder Units on the professional segment of the Euronext Paris regulated market, i.e. June 1, 2021, to complete the Business Combination (the "Initial Business Combination Deadline"). As of the date of this Document, the Company announced that no Business Combination would be completed before the Initial Business Combination Date, and that it has not entered into any binding agreements to acquire any potential target companies (please also refer to section 2.4 of this Management Report).
7 Accor Acquisition Company – 2022 Annual Financial Report 2.2. Background and Business Strategy Target Companies The Company intends to identify and target companies and/or businesses for an Initial Business Combination that are positioned to benefit from Accor’s global scale, owner network, know-how, loyalty program and other key proprietary assets in adjacent areas of the hospitality sector. The Company expects to create a long-term win-win relationship with Accor by targeting companies and/or businesses that can have a mutually-beneficial relationship with Accor. Such target companies and/or businesses are expected to have complementary businesses adjacent to Accor’s own core hospitality business leveraging Accor’s proprietary know-how and acquisition, integration and scale-up track record. In addition, target companies and/or businesses are expected to have strong corporate structures, scalable market positions and cutting-edge businesses. The Company intends to seek out target companies and/or businesses with well-managed corporate structures fit for the capital markets along with innovative leadership teams that have objective-focused and agile mind sets. Such target companies and/or businesses are expected to present distinct competitive advantages and growth perspectives through portability across the different geographies in which Accor already operates. In addition, the Company intends to focus on target companies that have innovative businesses that satisfy evolving customer expectations. The Initial Business Combination may only be completed with one or several company(ies) or business(es) the aggregate fair market value of which equals to at least 80% of the outstanding amount in the Escrow Account less deferred underwriting commissions (the “80% Minimum Threshold”). Upon selecting a proposed target for an Initial Business Combination, and if approved by the Board of Directors, the Company would publish a notice informing the Market Shareholders of the proposed target and of their right to have their Market Shares redeemed (the “IBC Notice”). Target Sectors The Company expects to focus on the five identified sectors built around the themes, live (food and beverage), work (flexible working), revive & inspire (wellness), play (entertainment and events) and transform (travel technology). Identification of Target Companies The Company engaged in a disciplined and rigorous approach when selecting target companies and/or businesses. This approach is intended to begin with identifying target companies and/or businesses within the five identified specific sectors adjacent to Accor’s business using selected filtering criteria to ensure long term success. The Company uses the unique strengths of Accor to source appropriate target companies globally and help scale them up subsequently. This is expected to allow the Company to foresee potential geographical arbitrages and utilize Accor’s extensive network of connections in the five sectors adjacent to Accor’s core business. The Company intends to also leverage Accor’s market intelligence, industry expertise and deep understanding of the evolving hospitality landscape acquired from over 50 years of expertise in the industry. Target companies and/or businesses are expected to have strong corporate structures fit for the capital markets, experienced management teams and cutting-edge businesses. These companies and/or businesses will be in large markets with secular growth that can benefit from Accor’s large
8 Accor Acquisition Company – 2022 Annual Financial Report network/installed base, and growing network. In other words, Accor will turbocharge growth and allow the business to scale up even faster than it would on its own. The Company has a global scope. 2.3. Significant events in 2022 In connection with the stabilization activities held during the Stabilization Period (please refer to section 1 of this Management Report), the Managing director, acting upon delegation, decided on September 8, 2022 to proceed with a reduction of the share capital by cancelling 2,297,857 treasury Market Shares, in accordance with the 13th resolution of the General Meeting held on May 26, 2021 and the decision of the Board of Directors of April 29, 2022. Following this transaction, the share capital of the Company amounts to €350,902.96, divided into 35,090,296 shares, representing 35,090,296 voting rights 1 . 2.4. Absence of Business Combination On April 27, 2023, the Board of Directors of the Company resolved that the Company has not identified a target that meets the criteria defined by the Board, and thus will not complete an Initial Business Combination the Initial Business Combination Deadline. As a result, the Company has decided to proceed with the early buy-back of all of its Market Shares, i.e, 27,702,143 Market Shares, at a unit price of 10 Euros, in accordance with the Articles of Association and the terms and conditions of the Market Shares (and as described in the Prospectus), which entitle the Board of Directors of the Company to decide on and implement such early buy-back where no Initial Business Combination has been completed before the Initial Business Combination Deadline. Under the conditions described below, this buy-back will be carried out in full using the funds retained by the Company in the escrow account set up at the time of the listing of the Company’s Units on Euronext Paris. Such buy-back of the Market Shares will be carried out for cancellation and capital reduction purposes, subject to the Company’s creditors not objecting to such capital reduction during the legal period of 20 days (or, in the event of objection during this period, to the commercial court’s reject thereof). On June 2, 2023, in accordance with its Articles of Association and the Prospectus and subject to the absence of any objection to the capital reduction from the Company’s creditors during the aforementioned legal period, the Board of Directors will acknowledge that no Initial Business Combination has been completed, will determine the effective date of the Market Shares buy-back and, accordingly, the Company will issue a press release announcing its decision to proceed with such buy-back on the date so determined (the “Final Buy-Back Notice”). If so, on such date, expected to be June 12, 2023 (subject to the above conditions), the effective buy- back will be carried out for all the Market Shares, without any action being required from the holders of Market Shares. All Market Shares will then be immediately bought back and cancelled, by way of capital reduction. 1 Theoretical or exercisable during the General Meeting.
9 Accor Acquisition Company – 2022 Annual Financial Report Please also refer to the provisions related to the redemption of Market Shares under the section “Taxation” of the Prospectus. For the purposes of the above transactions, the listing of the Market Shares and the Market Warrants would be suspended as of June 8, 2023, and the Market Shares and the Market Warrants would be delisted by Euronext Paris on June 12, 2023. The above timeline of the next steps is indicative and will be confirmed as part of the Final Buy-Back Notice. At the end of these operations, the holders of Founder Shares will meet in a combined general meeting in order to, inter alia, approve the accounts for the financial year ending on 31 December 2022, and to decide on the early dissolution and liquidation of the Company. It is anticipated that upon liquidation, the Founders will not be able to recover the full amount of their contributions to the Company. As a result of the failure to complete an Initial Business Combination on the Initial Business Combination Deadline, the Market Warrants and the Founder Warrants will be definitively deprived of any exercise right and will expire without any value in the context of the forthcoming liquidation, in accordance with their respective terms and conditions, the Company’s Articles of Association, the Prospectus and the Company’s press release dated May 28, 2021. 3. Shareholding 3.1. Share capital as of December 31, 2022 At December 32, 2022, the Company’s share capital amounted to €350 902,96 divided into 35,090,296 shares with a par value of €0.01, representing a total of 35,090,296 voting rights, 35,090,296 of which were exercisable. The total 35,090,296 shares include: - 7,388,153 preference shares of category A (the Founder Shares), and - 27,702, 143 preference shares of category B (the Market Shares). The specific rights attached to the Founder Shares and the Market Shares are described in more details in the Prospectus. Shares may be held in either registered or bearer form.
10 Accor Acquisition Company – 2022 Annual Financial Report 3.2. Principal shareholders as of December 31, 2022 The table below presents the individuals or legal entities holding more than 5% of the Company's capital or voting rights as of December 31, 2022: Shares % of capital Theoretical voting rights % of the theoretical voting rights Voting rights exercisable at the General Meeting % of the voting rights exercisable at the General Meeting Accor 8 793 342 25,06% 8 793 342 25,06% 8 793 342 25,06% JP Morgan Chase & Co 5 536 345 15,78% 5 536 345 15,78% 5 536 345 15,78% The Goldman Sachs Group, Inc. 4 235 012 12,07% 4 235 012 12,07% 4 235 012 12,07% Sona Asset Management (UK) LLP 2 241 452 6,39% 2 241 452 6,39% 2 241 452 6,39% Barclays PLC 2 217 634 6,32% 2 217 634 6,32% 2 217 634 6,32% Treasury shares 0 0,00% 0 0,00% 0 0,00% Other shareholders 12 066 511 34,39% 12 066 511 34,39% 12 066 511 34,39% TOTAL 35 090 296 100% 35 090 296 100% 35 090 296 100% 3.3. Changes in the share capital The table below presents changes in the share capital occurred in the course of 2021 and 2022: Year Changes in capital Nominal value (€) Number of shares created/ (cancelled) Amount of the capital variation (€) Number of cumulated shares Total share capital (€) 2021 Share capital increase (May 26) 0.01 3,380,000 33,800 7,080,000 70,800 Share capital increase (IPO) (June 2) 0.01 314,860 314,860 38,566,000 385,660 Buy-back and cancellation of Founder Shares (September 16) (1) 0.01 (1,177,847) (11,778.47) 37,388,153 373,881.53 2022 Cancellation of treasury Market Shares (September 8) (2) 0.01 (2,297,857) (22,978.57) 35,090,296 350,902.96 (1) In accordance with the Company’s by-laws and the Board of Directors’ resolutions dated July 21, 2021, the Company bought back and cancelled on September 16, 2021, 113,189 Founder Shares held by Mr. Amir Nahai, 1,018,701 Founder Shares held by Accor S.A. and 45,957 Founder Units held by Accor S.A.
11 Accor Acquisition Company – 2022 Annual Financial Report The Founder Shares and the Founder Warrants were bought at their subscription price of €0.01 and €10, respectively. (2) In accordance with the 13 th resolution of the General Meeting held on May 26, 2021 and the decision of the Board of Directors of April 29, 2022, the Managing director, acting upon delegation, decided on September 8, 2022 to proceed with a reduction of the share capital by cancelling 2,297,857 treasury Market Shares As the Company was incorporated in the course of 2021, changes in share capital over the last three fiscal years are not relevant. 3.4. Shareholding thresholds crossing Please refer to section 8 “General Meeting of Shareholders” of the Report on Corporate Governance. 3.5. Declaration of threshold crossing The declarations of crossing thresholds made to the Autorité des marchés financiers during fiscal year 2022 are presented below: Date of the declaration Reference Above/ Below Shares % of capital Voting rights % of voting rights (1) JP Morgan Chase & Co. 03/01/2022 222C0041 Above 5,611,896 15.01 5,611,896 15.01 JP Morgan Chase & Co. 04/01/2022 222C0060 Below 5,115,976 13.68 5,115,976 13.68 JP Morgan Chase & Co. 07/01/2022 222C0110 Above 5,860,961 15.68 5,860,961 15.68 JP Morgan Chase & Co. 27/01/2022 222C0257 Below 5,510,011 14.74 5,510,011 14.74 UBS Group AG 11/02/2022 222C0398 Above 2,092,332 5.60 2,092,332 5.60 JP Morgan Chase & Co. 22/02/2022 222C0448 Above 5,614,701 15.02 5,614,701 15.02 JP Morgan Chase & Co. 23/02/2022 222C0461 Below 5,417,855 14.49 5,417,855 14.49 UBS Group AG 22/02/2022 222C0466 Above 2,092,332 5.60 2,092,332 5.60 JP Morgan Chase & Co. 23/02/2022 222C0471 Above 5,617,855 15.03 5,617,855 15.03 UBS Group AG 24/02/2022 222C0492 Above 2,092,332 5.60 2,092,332 5.60 JP Morgan Chase & Co. 28/02/2022 222C0497 Below 5,514,001 14.75 5,514,001 14.75 UBS Group AG 02/03/2022 222C0538 Above 2,092,332 5.60 2,092,332 5.60 JP Morgan Chase & Co. 07/03/2022 222C0567 Above 5,800,482 15.51 5,800,482 15.51 UBS Group AG 07/03/2022 222C0580 Above 2,092,332 5.60 2,092,332 5.60 JP Morgan Chase & Co. 09/03/2022 222C0586 Below 5,279,813 14.12 5,279,813 14.12
12 Accor Acquisition Company – 2022 Annual Financial Report JP Morgan Chase & Co. 10/03/2022 222C0599 Above 5,677,978 15.19 5,677,978 15.19 UBS Group AG 10/03/2022 222C0617 Above 2,092,332 5.60 2,092,332 5.60 JP Morgan Chase & Co. 18/03/2022 222C0681 Below 5,269,960 14.10 5,269,960 14.10 JP Morgan Chase & Co. 22/03/2022 222C0688 Above 5,703,515 15.25 5,703,515 15.25 JP Morgan Chase & Co. 24/03/2022 222C0703 Below 5,508,744 14.73 5,508,744 14.73 JP Morgan Chase & Co. 31/03/2022 222C0767 Above 5,696,007 15.23 5,696,007 15.23 JP Morgan Chase & Co. 14/04/2022 222C0883 Below 5,481,482 14.66 5,481,482 14.66 JP Morgan Chase & Co. 06/05/2022 222C1078 Above 5,721,093 15.30 5,721,093 15.30 JP Morgan Chase & Co. 09/05/2022 222C1101 Below 5,371,409 14.37 5,371,409 14.37 JP Morgan Chase & Co. 11/05/2022 222C1117 Above 5,691,093 15.22 5,691,093 15.22 JP Morgan Chase & Co. 19/05/2022 222C1235 Below 5,367,127 14.36 5,367,127 14.36 JP Morgan Chase & Co. 20/05/2022 222C1250 Above 5,831,522 15.60 5,831,522 15.60 JP Morgan Chase & Co. 25/05/2022 222C1275 Below 5,345,610 14.30 5,345,610 14.30 JP Morgan Chase & Co. 27/05/2022 222C1318 Above 5,976,574 15.99 5,976,574 15.99 JP Morgan Chase & Co. 02/06/2022 222C1372 Below 5,383,180 14.40 5,383,180 14.40 JP Morgan Chase & Co. 03/06/2022 222C1410 Above 5,886,879 15.75 5,886,879 15.75 JP Morgan Chase & Co. 10/06/2022 222C1471 Below 5,565,781 14.89 5,565,781 14.89 JP Morgan Chase & Co. 13/06/2022 222C1498 Above 5,610,915 15.01 5,610,915 15.01 JP Morgan Chase & Co. 16/06/2022 222C1549 Below 5,384,817 14.40 5,384,817 14.40 JP Morgan Chase & Co. 17/06/2022 222C1568 Above 5,845,923 15.64 5,845,923 15.64 UBS Group AG 17/06/2022 222C1599 Above 2,014,776 5.39 2,014,776 5.39 JP Morgan Chase & Co. 01/07/2022 222C1754 Below 5,321,545 14.23 5,321,545 14.23 JP Morgan Chase & Co. 05/07/2022 222C1778 Above 5,802,101 15.52 5,802,101 15.52 JP Morgan Chase & Co. 22/07/2022 222C1916 Below 5,586,850 14.94 5,586,850 14.94 JP Morgan Chase & Co. 26/07/2022 222C1947 Above 5,842,752 15.63 5,842,752 15.63 JP Morgan Chase & Co. 28/07/2022 222C1977 Below 5,577,447 14.92 5,577,447 14.92
13 Accor Acquisition Company – 2022 Annual Financial Report JP Morgan Chase & Co. 29/07/2022 222C1985 Above 5,592,447 15.92 5,592,447 15.92 JP Morgan Chase & Co. 18/08/2022 222C2093 Below 5,567,195 14.89 5,567,195 14.89 JP Morgan Chase & Co. 22/08/2022 222C2110 Above 5,713,289 15.28 5,713,289 15.28 JP Morgan Chase & Co. 23/08/2022 222C2115 Below 5,352,006 14.31 5,352,006 14.31 JP Morgan Chase & Co. 24/08/2022 222C2124 Above 6,150,468 16.45 6,150,468 16.45 JP Morgan Chase & Co. 30/08/2022 222C2144 Below 5,607,908 14.99 5,607,908 14.99 JP Morgan Chase & Co. 31/08/2022 222C2160 Above 5,877,352 15.72 5,877,352 15.72 JP Morgan Chase & Co. 01/09/2022 222C2165 Below 5,607,908 14.99 5,607,908 14.99 JP Morgan Chase & Co. 06/09/2022 222C2177 Above 5,882,805 15.73 5,882,805 15.73 JP Morgan Chase & Co. 07/09/2022 222C2187 Below 5,607,908 14.99 5,607,908 14.99 Accor 08/09/2022 222C2194 Above 8,793,342 25.06 8,793,342 25.06 JP Morgan Chase & Co. 09/09/2022 222C2202 Above 5,672,576 16.17 5,672,576 16.17 JP Morgan Chase & Co. 28/09/2022 222C2291 Below 4,871,122 13.88 4,871,122 13.88 JP Morgan Chase & Co. 29/09/2022 222C2301 Above 5,536,345 15.78 5,536,345 15.78 UBS Group AG 26/10/2022 222C2434 Above 1,908,997 5.44 1,908,997 5.44 The Goldman Sachs Group, Inc 03/11/2022 222C2463 Above 4,235,012 12.07 4,235,012 12.07 (1) Theoretical voting rights. 3.6. Dilutive instruments The Company issued 30,000,000 Market Warrants, 1,486,000 Founder Warrants and 10,000,000 Forward Purchase Warrants. The Company subsequently cancelled 2,297,857 Market Warrants and 45,957 Founder Warrants. As of December 31, 2022, the various outstanding warrants (27,702,143 Market Warrants, 1,440,043 Founder Warrants and 10,000,000 Forward Purchase Warrants) issued by the Company have no dilutive effect. The exercise of 3 Market Warrants would entitle the holder to subscribe to one new ordinary share of the Company at a price equal to €11.5, if an Initial Business Combination occurs. The exercise of 3 Founder Warrants would entitle the holder to subscribe to one new ordinary share of the Company at a price equal to €11.5, if an Initial Business Combination occurs.
14 Accor Acquisition Company – 2022 Annual Financial Report The exercise of 1 Forward Purchase Warrant would entitle the holder to subscribe to one new Founder Unit (with each such Founder Unit comprised of one Founder Share and one Founder Warrant) of the Company at a price equal to €10, if an Initial Business Combination occurs. In the event that no Business Combination is completed at the latest on the Initial Business Combination Deadline, the Market Warrants and Founder Warrants will definitively lose any possibility to be exercised (please also refer to section 2.4 of this Management Report). Furthermore, in accordance with the Company’s Articles of Association and the Market Warrants’ terms and conditions, outstanding Market Warrants and Founder Warrants shall not be entitled to participate in the allocation of the liquidation surplus in the context of the Company’s liquidation, and such Market Warrants and Founder Warrants would therefore expire without value in this event. 3.7. Shareholding of Corporate Officers The table below presents the holdings held directly or indirectly by the Company's Corporate Officers as of December 31, 2022: Person concerned Shares % of capital Voting rights % of voting rights (1) Amir Nahai Managing Director 594,811 (2) 1.70 594,811 1.70 (1) Theoretical voting rights. (2) The Managing Director only holds Founder Shares. 3.8. Transactions carried out by the Corporate Officers involving the Company’s shares No transaction involving shares of the Company, within the meaning of Article L. 621-18-2 of the French Monetary and Financial Code (Code monétaire et financier), was carried out by the Managing Director in the course of 2022. 4. Presentation of the financial statements for the year ending December 31, 2022 The financial statements of Accor Acquisition Company have been prepared in accordance with the provisions of the French Commercial Code (Articles L.123-12 to L.123-28). The accounting policies have been applied fairly, in accordance with the principle of prudence, and in accordance with the basic assumptions whose purpose is to provide a true and fair view of the assets, liabilities, financial position and results of the company. Since the end of the financial year and up to the date of closing of the accounts, in a market context that has deteriorated significantly and offers few opportunities since the end of 2022, the Company's management has continued its search for a target with a view to a possible Initial Combination. However, no project of a nature to allow such a transaction has been identified. At its meeting of April 27, 2023, the date of closing of the accounts, noting that no Initial Combination would be concluded within the time limits provided for in the Articles of Association, the Board of Directors decided to repurchase and cancel the Market Shares in accordance therewith. At the same meeting and prior to the closing of the accounts, the Board of Directors resolved that, following the
15 Accor Acquisition Company – 2022 Annual Financial Report completion of these operations, the shareholders of the Company will decide on its early dissolution and liquidation (please also refer to section 2.4 of this Management Report). As a result, the going concern principle has been abandoned and the Company's financial statements are prepared on a liquidation basis. The principles of consistency and independence of accounting periods are no longer applicable. The recoverable amount of assets has been reduced to their probable realizable value and liabilities corresponding to all operating and liquidation costs to be incurred until the cessation of operations have been recognized in the financial statements as of December 31, 2022. The financial year was for a period of 12 months, beginning on January 1, 2022 and ending on December 31, 2022. N.B.: The financial statements issued in accordance with IFRS accounting principles are not commented on in this section but are presented in Chapter 6 "Financial statements for the year ended December 31, 2022 prepared in accordance with IFRS accounting standards" of this Annual Financial Report. 4.1. Results During the year ended December 31, 2022, the Company has continued to seek for acquisition opportunities with the aim to complete one or several acquisitions in the Target Sectors as defined above. As of December 31, 2022, the total equity amounted to €278 202 thousands including a loss for the period of €4 648thousands. At the same date, he Company had cash and cash equivalents amounting to approximately €1 336thousands. The cash position consists of cash at bank of the Company excluding cash deposit in the Escrow Account open with BNP Paribas. Accor Acquisition Company did not generate any turnover during the period. 4.2. Analysis of the development of the Company's business, results and financial situation The Company did not generate any revenue in the year ended December 31, 2022. The total operating expenses for 2022 amounted to €3 874thousands, corresponding essentially to the costs incurred for the management of the Company and the search for targets, including provisions recorded for the estimated costs to be incurred up to the date of liquidation of the Company. Financial result as of December 31, 2021 amounted to€(774) thousands corresponding to the negative interests applied to the cash deposit in the Escrow Account open with BNP Paribas, until 21 July 2022. All-in, it translated into a Net Loss for the period amounting to €4 648thousands. 4.3. Affiliates and branches The Company has no subsidiaries or branches. 4.4. Allocation of result
16 Accor Acquisition Company – 2022 Annual Financial Report The Company’s financial statements for the fiscal year ended December 31, 2022 report a net loss of €4 647 620,46. It is proposed to allocate the net loss reported for the year 2022, i.e. €4 647 620,46, to the retained earnings account, which would accordingly amount to €(6 338 012,41). 4.5. Dividends distributed during the last three years The Company was incorporated on April 30, 2021 and closed its first fiscal year on December 31, 2021. Therefore, no dividend has been paid. No dividend will be proposed to the General Meeting of Shareholders to be called to approve the financial statements for the year ended December 31, 2022. 4.6. Amount of tax-deductible expenses and charges In accordance with the provisions of Articles 223 quater and 223 quinquies of the French General Tax Code, we hereby inform you that no non-deductible expenses or charges have been recorded in respect of the past fiscal year within the meaning of Article 39-4 of the General Tax Code. 4.7. Investments The Company did not make any investments in fiscal year 2022. As indicated above, its operational activity was strictly limited to the search for and identification of business combination opportunities. 4.8. Loans to third parties The Company did not grant any loan to any third party in the course of 2022. 4.9. Auditor’s fees Fees paid to the Auditor with respect to the 2022 are described below: Auditor’s fees (from January 1, 2022 to December 31, 2022) Amount Certification of the financial statements Certification of the annual financial statements (French GAAP and IFRS) and limited review of the half-year financial statements (IFRS) €40 K 5. Post-closing events The Company’s Board of directors, on its meeting held on April 27 th , 2023, acknowledged that no suitable target had been identified and that the Company would not complete any Business Combination by the Initial Business Combination Deadline. Consequently, the Board of directors decided to buyback the Market Shares in accordance with the Company’s by-laws (please also refer to section 2.4 of this Management Report).
17 Accor Acquisition Company – 2022 Annual Financial Report At the end of these operations, the holders of Founder Shares will meet in a combined general meeting in order to, inter alia, approve the accounts for the financial year ending on 31 December 2022, and to decide on the early dissolution and liquidation of the Company. It is anticipated that upon liquidation, the Founders will not be able to recover the full amount of their contributions to the Company. 6. Risk factors Within each of the risk categories mentioned below, the risk factors that the Company considers, as of the date of this Document, to be the most important (marked with an asterisk) are mentioned first. The announcement of the Company on April 27, 2023 that no Initial Business Combination would be completed before the Initial Business Combination Deadline, and its subsequent decision to proceed with the buy-back of the Market Shares, prior to the liquidation of the Company, may also have the effect of heightening the risks described in this “Risk Factors” section, such as those related to the absence of return on the investments of the investors or loss of value of the Market Warrants. RISKS RELATING TO THE MARKET SHARES AND MARKET WARRANTS If the Company fails to complete an Initial Business Combination by the Initial Business Combination Deadline, investors will not realize any returns on their investments* The Company has 24 months (or, in the event a binding combination agreement has been entered into in connection with the Initial Business Combination, the completion of which is subject to conditions precedent, such as regulatory or antitrust approvals, thirty (30) months) to realize an Initial Business Combination meeting the 80% Minimum Threshold. If it fails to do so, it will liquidate and distribute the amounts on deposit in the Escrow Account, after satisfaction of creditors and payment of liabilities, to its shareholders. Distributions to Market Shareholders will be limited to €10 per Market Share (including return of share capital and liquidation surplus), equal to the initial subscription price of the Market Units. No interest or other amounts will be payable to Market Shareholders upon liquidation. Moreover, the liquidation process could take a substantial amount of time, and no interest or other amounts will accrue or be payable in respect of the Market Shares during the time needed for this process. Investors in the Market Shares will not realize any returns on the amounts invested in the Market Shares in such circumstances. If third parties bring claims against the Company, or if the Company is involved in any insolvency or liquidation proceedings the amounts held in the Escrow Account could be reduced and the Market Shareholders could receive less than €10 per Market Share Although the Company will place substantially all of its cash resources in the Escrow Account, this may not protect those funds from third party claims. There is no guarantee that all prospective target companies and/or businesses, sellers or service providers appointed by the Company will agree to execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Escrow Account, or if executed, that this will prevent such parties from making claims against the Escrow Account. The Company may also be subject to claims from tax authorities or other public bodies that will not agree to limit their recourse against funds held in the Escrow Account. Accordingly, the amounts held in the Escrow Account may be subject to claims which would take priority over the claims of the Market Shareholders and, as a result, the per-Market Share liquidation amount could be less than €10 due to claims of such creditors. The Founder has committed to ensure
18 Accor Acquisition Company – 2022 Annual Financial Report that the Company benefit from an amount equal to Covered Amount (as defined below) in the event (i) the shareholders of the Company approves the liquidation following the Initial Business Combination Deadline or (ii) the board of directors decides the redemption of the Market Shares in the absence of Initial Business Combination completion on the Initial Business Combination Deadline and as a result of certain claims filed against the Company, the amounts held in the Escrow Account which are available for distribution to the Market Shareholders are reduced to less than the amounts credited to the Escrow Account following the Offering (the “Covered Amount”). However, the Company cannot assure Market Shareholders that the amount received by them per Market Share in such events will not be less than €10 if the Founder is unable to satisfy its above-mentioned indemnification obligations or that it has no indemnification obligation related to a particular claim. In particular, the Founder’s indemnification obligation will only apply to claims from service providers or potential targets and will not apply to claims by creditors that have signed waivers of their rights to receive amounts in the Escrow Account before payment in full of the maximum liquidation surplus to Market Shareholders, or to the extent the relevant shortfall is based on a claim by the Joint Bookrunners for indemnification or contribution in respect of certain liabilities, including under the U.S. Securities Act of 1933, pursuant to the underwriting agreement for the Offering. In the event claims are filed against the Company by one or several creditors, the Company will seek to obtain from such creditors that they waive all their claims against the Company. There is however no guarantee that the Company will be successful in obtaining such waiver. In any insolvency or liquidation proceeding involving the Company, the funds held in the Escrow Account will be subject to applicable insolvency and liquidation law, and may be included in the Company’s estate and subject to claims of third parties with priority over the claims of the Market Shareholders such as the French Treasury or employees. To the extent such claims deplete the Escrow Account, Market Shareholders may receive a per-Market Share liquidation amount that is less than €10. The Market Warrants can only be exercised during the Exercise Period and to the extent a holder has not exercised its Market Warrants before the end of the Exercise Period those Market Warrants will lapse without value Investors should be aware that the subscription rights attached to the Market Warrants are exercisable only during the Exercise Period, with three (3) Market Warrants giving the right to their holder to purchase one (1) new Ordinary Share of the Company for an overall exercise price of €11.50 per new Ordinary Share (subject to any adjustment in accordance with the terms and conditions set out in the Market Warrants). To the extent a holder of Market Warrants has not exercised his/her/its Market Warrants before the end of the Exercise Period those Market Warrants will lapse without value. Any Market Warrants not exercised on or before the final exercise date for the Market Warrants will lapse without any payment being made to the holders of such Market Warrants and will, effectively, result in the loss of the holder’s entire investment in relation to the Market Warrants. The market price of the Market Warrants may be volatile and there is a risk that they may become valueless. The Market Warrants are subject to mandatory redemption and therefore the Company may redeem a holder’s unexpired Market Warrants prior to their exercise at a time that is disadvantageous to the holder, thereby requiring the holder to exercise the Market Warrants to avoid losing their value The Market Warrants are subject to mandatory redemption at any time during the Exercise Period, at a price of €0.01 per Market Warrant if at any time the volume-weighted average trading price of the Ordinary Shares equals or exceeds €18 per Ordinary Share for any period of 20 trading days within a 30 consecutive trading day period ending three Business Days before the Company sends the notice of redemption. Following the notice of redemption, mandatory redemption of the outstanding Market
19 Accor Acquisition Company – 2022 Annual Financial Report Warrants could force a holder of Market Warrants (i) to exercise its Market Warrants and pay the exercise price therefor at a time when it may be disadvantageous for the holder to do so, (ii) to sell its Market Warrants at the then-current market price when he might otherwise wish to hold its Market Warrants or (iii) to accept the above redemption price which, at the time the outstanding Market Warrants are called for redemption, is likely to be substantially less than the market value of such Market Warrants. The outstanding Founder Warrants and Market Warrants will become exercisable in the future, which may increase the number of Ordinary Shares and result in further dilution for the current Market Shareholders The Founder Warrants and the Market Warrants will become exercisable as from the Initial Business Combination Completion Date. To the extent that all outstanding Founder Warrants and Market Warrants were exercised and based on an Ordinary Share price of €11.50, the Company would increase by 10,495,333 Ordinary Shares the total aggregate number of Ordinary Shares resulting from the conversion of the Market Shares, diluting the existing Market Shareholders whose Market Shares were converted into Ordinary Shares. Alternatively, Market Shareholders who do not exercise their Market Warrants or who sell their Market Warrants could experience additional dilution resulting from the exercise of Founder Warrants and Market Warrants. Market Shareholders may not be able to realize returns on their investment in Market Shares and Market Warrants within a period that they would consider to be reasonable Investments in Market Shares and Market Warrants may be relatively illiquid. There may be a limited number of shareholders and holders of Market Warrants and this factor, together with the number of Market Shares and Market Warrants to be issued pursuant to the Offering, may contribute both to infrequent trading in the Market Shares and Market Warrants on the Professional Segment of the regulated market of Euronext Paris and to volatile price movements of Market Shares and Market Warrants. The Market Shareholders should not expect that they will necessarily be able to realize their investment in Market Shares and Market Warrants within a period that they would regard as reasonable. Accordingly, the Market Shares and Market Warrants may not be suitable for short-term investment. Listing should not be taken as implying that there will be an active trading market for the Market Shares and Market Warrants. Even if an active trading market develops, the market price for the Market Shares and Market Warrants may fall below the placing price. Dividend payments are not guaranteed, and the Company will not pay dividends prior to the Initial Business Combination The Company will not pay cash dividends prior to the completion of the Initial Business Combination. After completion of such Initial Business Combination, to the extent the Company intends to pay dividends, it will pay such dividends at such times (if any) and in such amounts (if any) as the ordinary general meeting of the shareholders determines appropriate and in accordance with applicable law, but expects to be principally reliant upon dividends received on shares held by it in any operating subsidiaries in order to do so. Payments of such dividends will be dependent on the availability of any dividends or other distributions from such subsidiaries. The Company cannot therefore give any assurance that it will be able to pay dividends going forward or as to the amount of such dividends, if any.
20 Accor Acquisition Company – 2022 Annual Financial Report RISKS RELATING TO THE COMPANY’S RELATIONSHIPS WITH ITS FOUNDER AND POTENTIAL CONFLICTS OF INTEREST The Founder may have a conflict of interest in deciding if a particular target company or business is a good candidate for the Initial Business Combination* The Founder will realize economic benefits from its investment in the Company only if the Company consummates the Initial Business Combination. However, if the Company fails to consummate the Initial Business Combination by the Initial Business Combination Deadline, the Founder will be entitled to very limited liquidation distributions (if any) pursuant to the Liquidation Waterfall, and it accordingly could lose substantially all of its investment in the Founder Shares and Founder Warrants. These circumstances may influence the selection of a target company or business by the Founder or otherwise create a conflict of interest in connection with the determination of whether a particular Initial Business Combination is appropriate and in the best interests of the Company and the Market Shareholders. While the Market Shareholders will have the right to vote on the Initial Business Combination and to have their Market Shares redeemed, and while they will receive information on the target and the proposed transaction prior to voting on an Initial Business Combination Transaction, they will not have the opportunity to conduct due diligence directly or to analyze the proposed target compared to other potential opportunities. Accordingly, these voting rights might not be sufficient to protect Market Shareholders fully if the Founder selects a target company or business that fails to produce the returns they hope to achieve. The ability of the Founder to select such a target could adversely impact the return on Market Shares and Market Warrants. The rights reserved to the holders of the Founder Shares could adversely affect the attractiveness of the Company for some targets* Until the Initial Business Combination, the holders of the Founder Shares have specific governance rights: five-sixths of the members of the Board of Directors are appointed by the shareholders’ general meeting upon proposal by the holders of the Founder Shares and half of the members of the Board of Directors must be independent within the meaning of the AFEP-MEDEF Code. The Chairman of the Board of Directors is to be elected among the non-independent directors appointed upon proposal by the holders of the Founder Shares. In addition, any change in the number of directors will be subject to approval of the holders of the Founder Shares. As the Market Shareholders, the holders of the Founder Shares will be convened to approve the envisaged Initial Business Combination. Following the Initial Business Combination, consistent with its intention to establish long-term strategic relationships with the Company (or the combined entity, as applicable), the Founder (as holder of Founder Shares) would like to retain significant governance rights, subject to the holders of the Founder Shares owning at least 10% of the Company’s share capital. Specifically, it is intended that the majority of the members of the Board of Directors will be appointed by the shareholders’ general meeting upon proposal by the Founder, provided that one fifth of such directors appointed upon proposal by the Founder must be independent within the meaning of the AFEP-MEDEF Code. In addition, the chairman of the Board of Directors will be elected among the non-independent members of the Board of Directors appointed upon proposal by the Founder. The Founder will also have the right to consent to any change in the number of Directors, the right to consent to major business combinations or acquisitions (above €10,000,000), the right to consent to any agreement with a competitor of Accor in the hospitality sector and the right to consent to the definition of and to any change in the Company’s commercial and branding policy. In addition, depending on the target, the Founder might seek to negotiate additional business, commercial or governance agreements with the Company or the target before approving an Initial Business Combination. While these rights and any
21 Accor Acquisition Company – 2022 Annual Financial Report such agreements are intended to ensure that the Company will benefit from the support and expertise of the Founder following the Initial Business Combination, some targets or their shareholders might not wish to concede such rights to the Founder. As a consequence, the existence of these rights and the negotiation of these agreements could limit the number of business combination opportunities available to the Company. The Founder may compete with the Company for business combination opportunities While the Company believes that the five sectors adjacent to the hospitality sector that it intends to target for the Initial Business Combination are distinct from the hospitality sector, in which the Founder is active (and has announced its intention to continue to be active), it is possible that some targets might fall within the acquisition strategies of both the Company and the Founder. While the Company and Accor put in place procedures intended to minimize the risk of conflicts between them with respect to business opportunities (such as prohibiting non-independent Board members appointed upon proposal from the holders of the Founder Shares from voting on such investments, and the public communication by Accor that its intention, consistent with its own equity story and that of the Company, that investments in sizeable pure players in the five targeted sectors be implemented by the Company), these procedures may not be fully effective, given that the business structure of potential targets may be complex. Moreover, the Founder may at any time change its strategy and seek to expand in the sectors in which the Company is seeking to source its Initial Business Combination, or it may invest in or create other entities seeking targets in the same sector as the Company. The Founder will have no obligation to give the Company priority in the allocation of business combination opportunities. Some targets might find it more attractive to enter into a business combination with the Founder given its greater resources and global recognition. If the Founder decides to pursue a target that falls within the Company’s acquisition strategy, and if the target decides to enter into a business combination with the Founder rather than the Company, then the ability of the Company to realize an Initial Business Combination may be compromised. The Company will depend on personnel employed by the Founder who will have other duties and might have conflicts of interest affecting the Company’s ability to complete the Initial Business Combination While the Company’s Managing Director is expected to commit substantially full time to the affairs of the Company, the same will not be true of other people who are expected to play important roles in the identification, analysis and negotiation of the Initial Business Combination (who are expected to be employees of the Founder working under a service contract), nor will it be true of the members of the Board of Directors. This could create a conflict of interest arising when these people are required to allocate their time between the Company’s operations and their other commitments, particularly if their compensation depends primarily on their performance of duties that do not involve the Company. Members of the Board of Directors are engaged in other business endeavors and are not obligated to devote any specific number of hours to the Company’s affairs. If the other business activities of members of the Board of Directors require them to devote more substantial amounts of time to such activities, it could limit their ability to devote time to the Company’s activities and could have a negative impact on the Company’s ability to consummate the Initial Business Combination. In addition, the Company does not intend to have any executive officers or full time employees prior to the completion of the Initial Business Combination, and its administrative, accounting, financial, legal, human resources, technical (including information technology) and commercial services will be provided by the Founder pursuant to a service agreement (see section “Related Party Transactions” of this Management Report). Any dispute or termination in connection therewith could also have a negative impact on the Company’s ability to consummate the Initial Business Combination.
22 Accor Acquisition Company – 2022 Annual Financial Report The Company may engage in the Initial Business Combination with one or more target companies and/or businesses that have relationships with entities that may be affiliated with the members of the Board of Directors or the Founder, which may raise potential conflicts of interest The Company may decide to acquire one or more companies and/or businesses affiliated with the Founder and/or the members of the Board of Directors. Although the Company will not be specifically focusing on, or targeting, any transaction with any affiliates, it would only pursue such a transaction if (i) the Company obtains an opinion from an independent investment banking firm appointed by the independent members of the Board of Directors confirming that such an Initial Business Combination is fair to the Shareholders from a financial point of view, and that it meets the 80% Minimum Threshold and (ii) it is approved by a decision of the Board of Directors, at which any director having a conflict of interest may not participate. Specifically, only the independent directors (within the meaning of the AFEP-MEDEF Code) may participate and vote on an proposed Initial Business Combination with an Affiliate of the Founder. Despite the Company’s agreement to obtain a fairness opinion from an independent investment banking firm appointed by the independent members of the Board of directors regarding the fairness to the Shareholders from a financial point of view of a proposed Initial Business Combination with one or more companies and/or businesses affiliated with the Founder, or the members of the Board of Directors, potential conflicts of interest still may exist and, as a result, the terms of the Initial Business Combination may not be as advantageous to the Market Shareholders or holders of Market Warrants as they would be absent any conflicts of interest. The Founder acquired Market Shares and may vote such Market Shares in connection with an Initial Business Combination The Founder has participated to the Offering for a total amount of €20,000,000 by a subscription of Market Units. In addition, the Founder may purchase Market Shares in the secondary market at any time, subject to compliance with applicable laws on trading while in possession of privileged information. Such acquisitions may occur after a potential Initial Business Combination has been announced, if all relevant information has been disclosed to the market. The Founder will have the right to vote any Market Shares it holds on the same basis as any other holder of Market Shares. If it acquires a significant percentage of the Market Shares, the Founder may have the ability to exercise a significant influence on the outcome of the vote on an Initial Business Combination. Other Market Shareholders who do not favor such Initial Business Combination might not have the ability to block the transaction, in which case their sole recourse will be to become Dissenting Market Shareholders and to receive the redemption price of €10 per Market Share. GOLDMAN SACHS BANKING EUROPE (“GSBE”) and/or BNP PARIBAS (“BNPP”) may have potential conflicts of interest in case one of them were instructed to issue a fairness opinion with respect to an acquisition target Even though the Board of Directors, in order to determine whether the 80% Minimum Threshold is met with respect to the Initial Business Combination, might not be required to obtain a fairness opinion or other independent valuation of the acquisition target or the consideration that the Company offers unless the Company completes the Initial Business Combination with one or several Affiliates, the Board of Directors may, at its sole discretion, decide to request a fairness opinion from an independent investment banking firm of international standing. Should any of GSBE or BNPP be instructed to issue such fairness opinion, they may have conflicts of interest. Due to the deferred underwriting commissions, there is an incentive for each of GSBE and BNPP to promote the completion of the Initial Business Combination. Although the Company, should it appoint one of the Joint Bookrunners for the purposes of such fairness opinion, would require that they implement customary protective measures
23 Accor Acquisition Company – 2022 Annual Financial Report (such as naming different teams and establishing “firewalls”), it cannot be excluded that this may influence the selection of a potential target company or business or otherwise create a conflict of interest in connection with the determination of whether a particular Initial Business Combination is appropriate and in the best interests of the Market Shareholders. RISKS RELATED TO THE COMPANY’S BUSINESS AND OPERATIONS The Company’s search for an Initial Business Combination, and any target companies and/or businesses with which the Company ultimately consummate its Initial Business Combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic* The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected major economies worldwide, and the business of any potential target companies and/or businesses with which the Company would consummate an Initial Business Combination could be materially and adversely affected. Furthermore, the Company may be unable to complete an Initial Business Combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts the Company’s search for an Initial Business Combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, the Company’s ability to consummate an Initial Business Combination, or the operations of a target business and/or company with which the Company ultimately consummates its Initial Business Combination, may be materially adversely affected. The outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for Market Shares and Market Warrants or prolonged weakness of, or a deterioration in, macroeconomic conditions. The Company is a newly formed company incorporated under French law with no operating history and no revenues and prospective investors have no basis on which to evaluate the Company’s ability to achieve its business objective* The Company is a newly formed entity with no operating results and it will not engage in activities other than organizational activities and preparation for the Offering prior to obtaining the net proceeds from this Offering. Because the Company lacks an operating history, prospective investors have no basis on which to evaluate the Company’s ability to achieve its objective of completing an Initial Business Combination with target companies and/or businesses. Currently, there are no plans, arrangements or understandings with any prospective target company or business regarding the Initial Business Combination, and the Company may be unable to consummate the Initial Business Combination by the Initial Business Combination Deadline. The Company cannot assure prospective investors that it will achieve its business objectives, and failure to do so would have a material adverse effect on the Company’s results of operations, financial condition and prospects. The Company will not generate any income, other than interest (if any) on funds deposited in the Escrow Account, unless it completes the Initial Business Combination. The ability of the Company to commence operations depends largely on its ability to obtain financing through this Offering. If the Company spends all the proceeds from this Offering not held in the Escrow Account and any interest income earned on the amounts held in the Escrow Account that may be released to it to fund its
24 Accor Acquisition Company – 2022 Annual Financial Report working capital requirements in seeking an Initial Business Combination but fails to complete such Initial Business Combination, it will never generate operating income. There is no assurance that the Company will identify suitable Initial Business Combination opportunities by the Initial Business Combination Deadline, which could deprive holders of Market Shares and Market Warrants of the potential benefits of an Initial Business Combination* The success of the Company’s business strategy is dependent on its ability to identify sufficient suitable Initial Business Combination opportunities. The Company cannot estimate how long it will take to identify suitable Initial Business Combination opportunities or whether it will be able to identify any suitable Initial Business Combination opportunities at all by the Initial Business Combination Deadline. Although the Company will seek to evaluate the risks inherent in a particular target company or business (including the industries and geographic regions in which it operates), it cannot offer any assurance that it will make a proper discovery or assessment of all of the significant risks. In addition, if the Company fails to complete a proposed Initial Business Combination (for example, because it has been outbid by a competitor) it may be left with substantial unrecovered transaction costs, potentially including substantial break fees, legal costs or other expenses. Furthermore, even if an agreement is reached relating to one or several specific target companies and/or businesses, the Company may fail to complete such Initial Business Combination for reasons beyond its control. Any such event will result in a loss to the Company of the related costs incurred, which could materially adversely affect subsequent attempts to identify and acquire other target companies and/or businesses. Even if the Company completes the Initial Business Combination, there is no assurance that any operating improvements will be successful, or that they will be effective in increasing the valuation of any company or business acquired* There can be no assurance that the Company will be able to propose and implement effective operational improvements for any company or business which the Company acquires or with which it combines. In addition, even if the Company completes the Initial Business Combination, general economic and market conditions or other factors outside the Company’s control could make the Company’s operating strategies difficult or impossible to implement. Any failure to implement these operational improvements successfully and/or the failure of these operational improvements to deliver the anticipated benefits could have a material adverse effect on the Company’s results of operations, financial condition and prospects. The ability of Dissenting Market Shareholders to request redemption with respect to a large number of Market Shares may not allow the Company to complete the most desirable Initial Business Combination or optimize its capital structure The Company is permitted to proceed with the Initial Business Combination only if it can confirm that it has sufficient financial resources to pay the cash consideration required for such Initial Business Combination plus all amounts due to Dissenting Market Shareholders. There is no specified maximum redemption threshold. The absence of such a redemption threshold may allow for the potential redemption of all the Market Shares outstanding at the time of the Initial Business Combination, except for Market Shares held by the Founder and its Affiliates. At the time the Company enters into an agreement for its Initial Business Combination, the Company will not know how many Dissenting Market Shareholders may ask for redemption of their Market Shares, and therefore will need to structure the transaction based on its expectations as to the number of Market Shares that will be submitted for redemption (for instance by providing as a condition precedent to proceed with the
25 Accor Acquisition Company – 2022 Annual Financial Report Initial Business Combination that a certain amount be held in escrow by the Company). Such structure could prove to be unattractive to potential business combination targets. Additionally, the redemption obligations could lead the Company to have insufficient funds to complete the Initial Business Combination and therefore require it to raise additional equity or debt financing, or possibly to forego completing the Initial Business Combination. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit the ability to complete the most desirable Initial Business Combination available to the Company or to optimize its capital structure. The Company might not be required to obtain a fairness opinion from an independent investment banking firm as to the fair market value of the target companies and/or businesses unless the Initial Business Combination is completed with one or several entities affiliated to the Founder and/or the members of the Board of Directors Unless the Company completes the Initial Business Combination with one or several entities affiliated with the Founder and/or the members of the Board of Directors , the Board of Directors might not be required to obtain a fairness opinion from an unaffiliated, independent third party investment banking firm that a proposed Initial Business Combination is fair to Shareholders from a financial point of view or other independent valuation of the acquisition target or the consideration that the Company offers. The lack of a fairness opinion may increase the risk that a proposed business target may be improperly valued by the Board of Directors. If no opinion is obtained, Shareholders will be relying on the judgment of the Board of Directors, who will determine the fair market value of all target companies and/or businesses based on standards generally accepted by the financial community at the time of the IBC Notice. While such standards used will be disclosed as part of the information made available to the Market Shareholders at the time of the IBC Notice, they might turn out to omit important evaluation criteria, or the resulting valuation might turn out to be inaccurate as a result of errors, unknown events or circumstances arising after the evaluation is completed. If the Initial Business Combination is implemented on the basis of a valuation that turns out to be too high, the value of the Market Shares and Market Warrants and the return to investors in those instruments could be adversely affected. The Company may complete the Initial Business Combination with only one target company or business with the proceeds of the Offering, in which case the Company’s operations would depend on a single company or business that might operate in a non-diverse industry or sector of an industry, while an attempt to simultaneously complete the Initial Business Combination with multiple prospective targets could hinder the Company’s ability to complete its Initial Business Combination and give rise to increased costs and risks that could negatively impact its operations and profitability On the one hand, the Company may complete the Initial Business Combination with a single target company or business rather than multiple target companies and/or businesses. Accordingly, the prospects of the Company’s success after the Initial Business Combination may depend solely on the performance of a single company or business. A consequence of this is that returns for Market Shareholders may be adversely affected if growth in the value of the acquired company or business is not achieved or if the value of the acquired company or business or any of its material assets subsequently is written down. Accordingly, the risk of investing in the Company could be greater than investing in an entity which owns or operates a range of companies and/or companies and businesses and/or businesses in a range of sectors. The Company’s future performance and ability to achieve positive returns for Market Shareholders would therefore be solely dependent on the subsequent performance of the acquired company or business. There can be no assurance that the Company will be able to propose effective operational and restructuring strategies for any company or business
26 Accor Acquisition Company – 2022 Annual Financial Report which the Company acquires and, to the extent that such strategies are proposed, there can be no assurance they will be implemented effectively. On the other hand, if the Company determines to simultaneously acquire several companies and/or businesses that are owned by different sellers, it will need each such seller to agree that the purchase of each company or business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for the Company, and delay its ability, to complete its Initial Business Combination. With multiple business combinations, the Company could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If the Company is unable to adequately address these risks, it could negatively impact its profitability and results of operations. The ability of the Company to negotiate an Initial Business Combination on favorable terms could be affected by the fact that its limited business objective will be known to potential target companies and/or businesses and the limited time to consummate the Initial Business Combination may decrease the time in which due diligence on target companies and businesses may be conducted as the Company approaches the Initial Business Combination Deadline Potential sellers of the target companies and/or businesses will know that the Company must consummate an Initial Business Combination meeting the 80% Minimum Threshold by the Initial Business Combination Deadline, or it will wind up and liquidate. This could affect the ability of the Company to negotiate an Initial Business Combination on favorable terms, could reduce its time to conduct due diligence and could disadvantage the Company against other potential buyers. The Company may face significant competition for Initial Business Combination opportunities There may be significant competition in some or all of the Initial Business Combination opportunities that the Company may explore. Such competition may for example come from strategic buyers, sovereign wealth funds, special purpose acquisition companies and public and private investment funds many of which are well established and have extensive experience in identifying and completing acquisitions and business combinations. A number of these competitors may possess greater technical, financial, human and other resources than the Company. Any of these or other factors may place the Company at a competitive disadvantage in successfully negotiating or completing an attractive Initial Business Combination. Moreover, numerous special purpose acquisition companies have been created in recent months, some of which may have targets similar to those of the Company’s targets. Accordingly, the Company may face particularly vigorous competition for targets that are specifically looking to engage in a business combination with a special purposes acquisition company. There cannot be any assurance that the Company will be successful against such competition. This competition may result in target companies and/or businesses seeking a different buyer and the Company being unable to meet the 80% Minimum Threshold. Such competition may also result in the Initial Business Combination being made at a significantly higher price than would otherwise have been the case. As a result of such significant competition, there can be no assurance that the Company will be able to complete the Initial Business Combination on or prior to the Initial Business Combination Deadline.
27 Accor Acquisition Company – 2022 Annual Financial Report There may be limited available information for target companies and businesses that the Company evaluates for a possible Initial Business Combination, including because securities law requirements might hinder possible publicly-listed target companies from disclosing certain information to the Company In accordance with its strategy, the Company may seek an Initial Business Combination with a privately-held company or business. Such privately-held company or business may in particular: be vulnerable to changes in market conditions or the activities of competitors; be highly leveraged and subject to significant debt service obligations, stringent operational and financial covenants and risks of default under financing and contractual arrangements, which may adversely affect their financial condition; be more dependent on a limited number of management and operational personnel, increasing the impact of the loss of any one or more individuals; be owned by shareholders that are private equity funds and that are unwilling or unable to provide robust representations and warranties; and require additional capital. Generally, very little public information exists about privately-held companies and businesses, and the Company will be required to rely on the ability of the Founder and of the members of its Board of Directors to obtain adequate information to evaluate the potential returns from investing in these companies or businesses. On the other hand, should the Company decide to seek an Initial Business Combination with a publicly- listed company, applicable securities law might hinder the potential target company’s management from disclosing to the Company certain information that could be important to evaluate the Initial Business Combination. If the Company is unable to uncover all material information about a potential target company or business, then it may not make a fully informed investment decision, suggest an Initial Business Combination that is not favorable and, ultimately, engage in an Initial Business Combination that does not provide Market Shareholders with the investment returns they expect. To the extent the Company completes its initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, it may be affected by numerous risks inherent in the operations of the business with which it combined. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although the Company will endeavor to evaluate the risks inherent in a particular target business, it may not be able to properly ascertain or assess all of the significant risk factors. Furthermore, some of these risks may be outside of its control and leave it with no ability to control or reduce the chances that those risks will adversely impact a target business.
28 Accor Acquisition Company – 2022 Annual Financial Report Resources could be wasted in researching Initial Business Combinations that are not completed, which could materially and adversely affect subsequent attempts to locate and acquire or merge with other companies and/or businesses It is anticipated that the investigation of each specific target company or business and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If a decision is made not to complete a specific Initial Business Combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to one or several specific target companies and/or businesses, the Company may fail to consummate the Initial Business Combination for any number of reasons including reasons beyond its control. For example, the Company will be unable to consummate its Initial Business Combination if more than one-third of the Market Shareholders participating in the special meeting relating to the proposed Initial Business Combination vote against such proposed Initial Business Combination. Any such event will result in a loss to the Company of the related costs incurred, which could materially and adversely affect subsequent attempts to locate and acquire or merge with other companies and/or businesses. The Initial Business Combination may take the form of an acquisition of less than a 100% ownership interest, which could adversely affect the Company’s future decision-making authority and result in disputes between the Company and third party owners The Initial Business Combination may take the form of an acquisition of less than a 100% ownership interest in assets or entities. In such a case, the remaining ownership interest may be held by third parties who may or may not be knowledgeable in the industry or agree with the Company’s strategy or wish to benefit from the business and commercial support offered by the Founder. With such an acquisition, the Company will face additional risks, including the additional costs and time required to investigate and otherwise conduct due diligence on holders of the remaining ownership interest and to negotiate shareholders’ agreements and similar agreements. Moreover, the subsequent management and control of such a business will entail risks associated with multiple owners and decision-makers. Such acquisitions also involve the risk that third-party owners might become insolvent or fail to fund their share of required capital contributions. Such third parties may have economic or other business interests or goals which are inconsistent with the Company’s business interests or goals, and may be in a position to take actions contrary to the Company’s policies or objectives. Such acquisitions may also have the potential risk of impasses on decisions, such as a sale, because neither the Company nor the third party owners would have full control over the business entity. Disputes between the Company and such third parties may result in litigation or arbitration that would increase the Company’s expenses and distract its management from focusing their time and effort on its business. Consequently, actions by, or disputes with, such third parties might result in subjecting assets owned by the business entity to additional risks. The outstanding Market Warrants and Founder Warrants may adversely affect the market price of the Market Shares and the Company’s ability to complete the Initial Business Combination The existence of outstanding Market Warrants and Founder Warrants could make the Company a less attractive to a target company or business whose shareholders wish to retain a continuing interest in the target following the Initial Business Combination, because of the potential dilution from the possible exercise of such Market Warrants and Founder Warrants. The Market Warrants and Founder Warrants could therefore make it more difficult to complete the Initial Business Combination or increase the purchase price sought by the sellers of a target company or business.
29 Accor Acquisition Company – 2022 Annual Financial Report The Company may need to arrange third party financing, and there can be no assurance that it will be able to obtain such financing, which could compel the Company to restructure or abandon a particular proposed Initial Business Combination, and the issuance of additional equity by the Company may dilute the equity interests of the Shareholders Although the Company has not identified any specific prospective target company or business and cannot currently predict the amount of potential additional capital that may be required, the net proceeds of the Offering, together with the funds raised through subscriptions for the Founder Units, may not be sufficient to complete the Initial Business Combination. If the above amounts are insufficient, the Company will be required to seek additional financing by issuing new equity or debt securities or securing debt financing. The Company may not receive sufficient support from its existing Shareholders to raise additional equity, and new equity investors may be unwilling to invest on terms that are favorable to the Company, or at all. Lenders may be unwilling to extend debt financing to the Company on attractive terms, or at all. To the extent that additional financing is necessary to complete the Initial Business Combination and remains unavailable or only available on terms that are unacceptable to the Company, the Company may be compelled either to restructure or abandon the proposed Initial Business Combination, or proceed with the Initial Business Combination on less favorable terms, which may reduce the Company’s return on the investment. Even if additional financing is unnecessary to complete the Initial Business Combination, the Company may subsequently require additional financing to implement operational improvements in the acquired companies and/or businesses and to consider additional external growth opportunities to reinforce the Company’s positioning on its market(s). The failure to secure additional financing or to secure such additional financing on terms acceptable to the Company could have a material adverse effect on the continued development or growth of the acquired companies and/or businesses. None of the Founder or any other party is required to provide any financing to the Company in connection with, or following, the Initial Business Combination. Any issuance of additional equity by the Company may dilute the equity interests of the existing Market Shareholders. Similarly, if the Company incurs additional indebtedness in connection with the Initial Business Combination, this could present additional risks, including the imposition of operating restrictions or a decline in post-combination operating results, due to increased interest expense, or have an adverse effect on the Company’s access to additional liquidity, particularly if there is an event of default under, or an acceleration of, the Company’s indebtedness. The occurrence of any of these events may dilute the interests of Shareholders and/or affect the Company’s financial condition, results of operations and prospects. The closer the Company is to the Liquidation Event, and the fewer remaining funds are available when attempting to complete the Initial Business Combination, the more difficult it will be to negotiate a transaction on favorable terms If the Company fails to complete an Initial Business Combination prior to the Liquidation Event, the Company will suffer significant financial disadvantages. As a result, as the Liquidation Event approaches, the pressure will increase on the Company to complete the Initial Business Combination in the time remaining. The short time remaining prior to the Liquidation Event could influence the Company to accept transaction terms that it might otherwise not accept if enough time remained to consider transactions with other potential targets.
30 Accor Acquisition Company – 2022 Annual Financial Report In addition, there is also significant pressure on the Company to complete an Initial Business Combination in a scenario where there are not sufficient funds or time available to abandon negotiations with the sellers of target companies and/or businesses and start the process of seeking an Initial Business Combination anew. In particular, where the sellers of target companies and/or businesses are aware of such pressure to complete the Initial Business Combination, the Company might at such time enter into an Initial Business Combination on terms that are not as favorable to the Company and the Market Shareholders as they could be under different circumstances. The Company may be subject to foreign investment and exchange risks The Company’s functional and presentational currency is the euro. As a result, the Company’s financial statements will carry the Company’s balance sheet and operational results in euro. Any target company or business with which the Company pursues an Initial Business Combination may denominate its financial information in a currency other than the euro, or conduct operations or make sales and/or incur costs in currencies other than euro. When consolidating a business that has functional currencies other than the euro, the Company will be required to translate the balance sheet and operational results of such business into euros. Due to the foregoing, changes in exchange rates between euro and other currencies could lead to significant changes in the Company’s reported financial results from period to period. Among the factors that may affect currency values are trade balances, levels of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political or regulatory developments. Although the Company may seek to manage its foreign exchange exposure, including by active use of hedging and derivative instruments, there is no assurance that such arrangements will be entered into or available at all times when the Company wishes to use them or that they will be sufficient to cover the risk. RISKS RELATING TO TAXATION The Initial Business Combination may result in adverse tax consequences for Market Shareholders which may differ depending on their status and residence. Similarly, investors may suffer adverse tax consequences in connection with acquiring, owning and disposing of the Company’s Units, Market Shares and/or Market Warrants. For all of them, there can be no assurance that the Company will be able to make returns in a tax-efficient manner. In addition, changes in tax law may reduce any net returns. The tax consequences in connection with acquiring, owning and disposing of the Units, Market Shares and/or Market Warrants may differ from the tax consequences in connection with acquiring, owning and disposing of securities in other entities and may differ depending on an investor’s particular circumstances including, without limitation, where investors are tax resident. Such tax consequences could be materially adverse to investors and investors should seek their own tax advice about the tax consequences in connection with acquiring, owning and disposing of the Units, Market Shares and/or Market Warrants, including, without limitation, the tax consequences in connection with the redemption of the Shares or Warrants or the liquidation of the Company and whether any payments received in connection with a redemption or liquidation would be taxable. To the extent that the assets, company or business which the Company acquires as part of the Initial Business Combination (or further acquisitions) is or are established outside France, it is possible that
31 Accor Acquisition Company – 2022 Annual Financial Report any return the Company receives from it may be reduced by irrecoverable foreign withholding or other local taxes and this may reduce any net return derived from a shareholding in the Company by the Market Shareholders and/or the holders of Units or Market Warrants. RISKS SPECIFIC TO INVESTORS IN THE UNITED STATES There will be no public offering of Market Shares or Market Warrants in the United States nor will the Market Shareholders or the holders of the Market Warrants be entitled to protections normally afforded to investors of “blank check” companies in an offering pursuant to Rule 419 under the Securities Act Since the net proceeds of the Offering, together with the funds raised through the subscription for the Founder Units, are intended to be used to complete the Initial Business Combination, the Company may be deemed to be a “blank check” company under the United States securities laws. However, because there will be no offer to the public of the Market Shares nor the Market Warrants in the United States and no registration of the Market Shares nor the Market Warrants under the Securities Act, the Company is not subject to rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419 under the Securities Act, or the requirements of U.S. stock exchanges for special purpose acquisition companies listed in the United States. Accordingly, no prospective investor will be afforded the benefits or protections of those rules. Among other things, this means the Company’s Market Shares and Market Warrants will be immediately tradable, the Company will have a longer period of time to complete the Initial Business Combination than do companies subject to Rule 419, it will not be required to deposit the net proceeds into a deposit account (although it will choose to do so) or other segregated account and it will not be required to provide investors with an option in the future to require the Company to return such Market Shareholders’ investment in the Company. The Company may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors If the Company is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder’s (as defined in the section of the Prospectus captioned “Taxation—Certain U.S. Federal Tax Considerations”) Market Shares, Market Warrants or Ordinary Shares, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. The Company’s PFIC status for its current and subsequent taxable years may depend on whether it qualifies for the PFIC start-up exception (see the section of the Prospectus captioned “Taxation—Certain U.S. Federal Tax Considerations—Passive Foreign Investment Company Considerations”). The application of the start-up exception is subject to uncertainty, and there cannot be any assurance that the Company will qualify for the start-up exception. Accordingly, there can be no assurances with respect to the Company’s status as a PFIC for its current taxable year or any subsequent taxable year. Moreover, the Company’s actual PFIC status for any taxable year will not be determinable until after the end of such taxable year (and, in the case of the start-up exception, potentially not until after the two taxable years following the Company’s current taxable year). The adverse U.S. federal income tax consequences of a company’s PFIC status may be mitigated with respect to its shares if a U.S. investor is eligible to, and timely makes, an election to treat the company as a “qualified electing fund” (“QEF”). In order to comply with the requirements of a QEF election, a U.S. Holder must receive certain information from the Company. The Company does not currently intend to provide information sufficient to make a QEF election, however.
32 Accor Acquisition Company – 2022 Annual Financial Report The Company urges U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see the section of the Prospectus captioned “Taxation— Certain U.S. Federal Tax Considerations—Passive Foreign Investment Company Considerations”. The Company is not, and does not intend to become, registered in the U.S. as an investment company under the U.S. Investment Company Act and the Market Shareholders will not be entitled to the protections of the U.S. Investment Company Act and the Market Shares and the Market Warrants are subject to certain transfer restrictions The Company has not been and does not intend to be registered in the United States as an investment company under the U.S. Investment Company Act. The U.S. Investment Company Act provides certain protections to investors and imposes certain restrictions on companies that are registered as investment companies. As the Company is not so registered and does not plan to be registered, none of these protections or restrictions is or will be applicable to the Company. A prospective investor’s ability to invest in the Market Shares and the Market Warrants or to transfer any Market Shares and Market Warrants that it holds may be limited by certain ERISA, U.S. Tax Code and other considerations The Company will use commercially reasonable efforts to restrict the ownership and holding of the Units, Market Shares and Market Warrants so that none of the Company’s assets will constitute “plan assets” under the U.S. Plan Assets Regulations. The Company intends to impose such restrictions based on actual or deemed representations. If the Company’s assets were deemed to be plan assets of an ERISA Plan (as defined in “Certain ERISA Considerations”) and the Company did not qualify as an “operating company” or the equity interests of the Company were neither “publicly-offered securities” nor securities issued by an investment company registered under the U.S. Investment Company Act, each within the meaning of the U.S. Plan Asset Regulations, then: (i) the prudence and other fiduciary responsibility standards of ERISA would apply to assets of the Company; and (ii) certain transactions, including transactions that the Company may enter into, or may have entered into, in the ordinary course of business might constitute or result in non-exempt prohibited transactions under Section 406 of ERISA or Section 4975 of the U.S. Tax Code and might have to be rescinded. A non-exempt prohibited transaction, in addition to imposing potential liability on fiduciaries of the ERISA Plan, may also result in the imposition of an excise tax on “parties in interest” (as defined in ERISA) or “disqualified persons” (as defined in the U.S. Tax Code), with whom the ERISA Plan engages in the transaction. Governmental plans, certain church plans and non-U.S. plans, while not subject to Part 4 of Subtitle B of Title I of ERISA, Section 4975 of the U.S. Tax Code, or the U.S. Plan Asset Regulations, may nevertheless be subject to other state, local, non-U.S. or other regulations that have similar effect. See “Notice to Prospective Investors in the United States”, “Certain ERISA Considerations” and “Taxation–Certain U.S. Federal Tax Considerations” of the Prospectus for a more detailed description of certain ERISA, U.S. Tax Code and other considerations. However, the procedures described therein may not be effective in avoiding characterization of the Company’s assets as “plan assets” under the U.S. Plan Asset Regulations and, as a result, the Company may suffer the consequences described above.
33 Accor Acquisition Company – 2022 Annual Financial Report The ability of United States Market Shareholders and United States Market Warrants Holders to bring actions or enforce judgments against the Company or the Members of the Board of Directors may be limited The ability of U.S. Market Shareholders and U.S. Market Warrant Holders to bring an action or to enforce their rights against the Company based on the U.S. federal or state securities laws may be limited. The Company is a limited liability company (société anonyme) incorporated in France. The rights of the holders of Market Shares and Market Warrants are governed by French law. These rights may differ from the rights of shareholders and/or holders of warrants in U.S. corporations. A Foreign Market Shareholder or Foreign Market Warrants Holder may not be able to enforce a judgment against some or all of the members of the Board of Directors. All members of the Board of Directors are residents of France. Consequently, it may not be possible for a Foreign Market Shareholder or Foreign Market Warrants Holder to effect service of process upon the members of the Board of Directors in the United States, or to enforce against the members of the Board of Directors judgments of courts of the United States based on civil liabilities under that country’s securities laws. There can be no assurance that a U.S. Market Shareholder or U.S. Warrant Holder will be able to enforce any judgments in civil and commercial matters or any judgments under the U.S. federal or state securities laws against the members of the Board of Directors who are residents of France or countries other than those in which judgment is made. In addition, French courts might not impose civil liability on the members of the Board of Directors in any original action based solely on U.S. federal or state securities laws brought against the Company or the members of the Board of Directors in a court of competent jurisdiction in France. FINANCIAL RISKS RELATED TO THE EFFECTS OF CLIMATE CHANGE At the date of this report, the Company has not identified any financial risks related to the effects of climate change on its business. This issue will be revisited at a later stage in the course of a possible Initial Business Combination, where the Environmental, Social and Governance (ESG) impact will be taken into account during the risk review.
34 Accor Acquisition Company – 2022 Annual Financial Report 7. Internal Control The main bodies responsible for overseeing the internal control system are as follows: In accordance with the law and the Company’s Bylaws, the Managing Director represents the Company in its dealings with third parties and has the broadest powers to act on behalf of the Company in all circumstances. The Managing Director exercises these powers within the limits of the Company’s purpose, and subject to the powers (including prior consultation or authorization) granted by law and the Articles of Association to the shareholders at General Meetings, Special Meetings of the holders of preference shares and the Board of Directors. The Chief Financial Officer is responsible for the general supervision of Company’s financing and financial risks. The Chief Financial Officer ensures that the Company’s financial policies are properly implemented. The Chief Financial Officer maintains regular contact with the Statutory Auditor, who audit the financial statements of the Company in accordance with the applicable laws and regulations. The Chief Financial Officer is also responsible for monitoring the Company’s performance, establishing and implementing procedures and policies for cash flow and financing. In these duties, the Chief Financial Officer reports to the Audit Committee which shall meet as often as necessary, and, in any event, at least twice per year at the time of preparation of the annual and half-year financial statements. The internal regulations of the Board of Directors detail the main tasks carried out by the Audit Committee: Overseeing the process of preparing financial information Overseeing the effectiveness of the internal control, internal audit, and risk management systems with respect to financial and accounting information Overseeing the legal audit of the Company’s annual and consolidated financial statements by the Company’s statutory auditor Overseeing the statutory auditor (selection and renewal, independence, non-audit services) The Audit Committee may issue any opinions or recommendations to the Board of Directors in the areas corresponding to the responsibilities described above. The Board of Directors shall regularly review, in light of the strategy that it has defined, the Company’s opportunities and risks, including financial, legal, operational, social, and environmental risks, as well as the measures taken as a result. To that end, the Board of Directors shall obtain all information needed to carry out its responsibilities.
35 Accor Acquisition Company – 2022 Annual Financial Report 8. Related party transactions Services Agreement Accor entered into a services agreement with the Company whereby Accor provides the Company with administrative, accounting, financial, legal, human resources, technical (including information technology) and commercial services, as necessary for the Company’s activities’ proper functioning. These services are invoiced annually by Accor on an arm’s length basis, i.e, on the basis of the estimated costs allocated plus a 5% margin, consistent with the terms used within the Accor group for services of a similar nature. This agreement has not been subject to the related-party agreements provisions of Article L.225-38 of the French Commercial Code and is an ordinary transaction conducted on an arm's length basis. Forward Purchase Agreement In connection with the Offering, the Founder subscribed to ten million (10,000,000) warrants (“Forward Purchase Warrants”), which may be exercised once the IBC Notice has been published and until the day before the special meetings of Founder Shareholders and Market Shareholders are convened to vote on a proposed Initial Business Combination. Such Forward Purchase Warrants entitle the Founder to subscribe to up to €100 million Founder Units, at a price of €10 per Founder Unit. Such exercise of Forward Purchase Warrant will not result in the Founder holding more than 30% of the Company’s share capital or voting rights. For more details on the Forward Purchase Warrants, please see “Description of the Securities—Forward Purchase Warrants” of the Prospectus. Free Lease agreement On April 28, 2021, the Company entered into an agreement with Accor on the provision by Accor of premises for the Company, under which the Company benefits from a business address, an office and a meeting room, as well as other facilities provided by Accor free of charge. This Agreement has been renewed on April 28, 2022 and on April 27, 2023, each time for a one-year term, which renewals were subject to Board’s approval under Article L.225-38 of the French Commercial Code. It will be therefore submitted for approval to the Company’s next general meeting. 9. Prospects and main uncertainties On April 27, 2023, the Board of Directors of the Company resolved that the Company has not identified a target that meets the criteria defined by the Board, and thus will not complete an Initial Business Combination the Initial Business Combination Deadline. As a result, the Company has decided to proceed with the early buy-back of all of its Market Shares, i.e, 27,702,143 Market Shares, at a unit price of 10 Euros, in accordance with the Articles of Association and the terms and conditions of the Market Shares (and as described in the Prospectus). At the end of these operations, the holders of Founder Shares will meet in a combined general meeting in order to, inter alia, approve the accounts for the financial year ending on 31 December 2022, and to decide on the early dissolution and liquidation of the Company. It is anticipated that upon liquidation, the Founders will not be able to recover the full amount of their contributions to the Company.
36 Accor Acquisition Company – 2022 Annual Financial Report Please also refer to sections 2.4 and 5 of this Management Report. 10. Table of results for the last five years As the fiscal year ended December 31, 2022 is the Company's second fiscal year, the table below presents the results for such fiscal year and the fiscal year ended December 31, 2021. Figures presented in this table are those relating to the 2022 financial statements issued under French GAAP, which are available in Chapter 4 “Financial statements for the fiscal year ended December 31, 2022 issued under French Gaap” of this Annual Financial Report. 2022 financial statements issued under IFRS accounting principles are not commented in this section but are presented in Chapter 6 “Financial statements for the fiscal year ended December 31, 2022 issued under IFRS accounting principles” of this Annual Financial Report. In euros 31/12/2022 31/12/2021 I. Year-end financial position a) Share capital 350,903 373,882 b) Share capital in number of shares 35,090,296 37,388,153 c) Number of bonds convertible into shares II. Total result of actual operations a) Revenue excluding tax b) Profit before tax, depreciation, amortization and provisions (4,647,620 ) (1,690,392) c) Income tax d) Profit after tax, depreciation, amortization and provisions (4,647,620 ) (1,690,392) e) Profits distributed III. Earnings per share a) Profit after tax but before depreciation, amortization and provisions (0.13) (0.05) b) Profit after tax, depreciation, amortization and provisions (0.13) (0.05) c) Net dividend allocated to each share IV. Employees a) Number of employees b) Total payroll c) Other employee benefits (social security, other staff benefits, …) 11. Research and development No research and development activities were pursued by the Company in 2022.
37 Accor Acquisition Company – 2022 Annual Financial Report 12. Information on payment terms In accordance with the provisions of Articles L. 441-6-1 and D. 441-4 of the French Commercial Code, the information relating to payment terms to suppliers and to payment terms for trade receivables is as follows: in thousands of euros 0 day (indicative) 1 to 30 days 31 to 60 days 61 to 90 days 91 days and more Total (1 day and more) (A) Payment delays Number of invoices 1 1 12 13 Total amount of these invoices (VAT included) 417 4 4 Percentage of the total amount of purchases during the year (VAT included) 13.5% 0.0% 0.1% 0.1% (B) Invoices excluded from (A), related to litigious or unrecognized receivables and payables Number of invoices excluded Amount of these invoices (C) Reference for payment term in thousands of euros 0 day (indicative) 1 to 30 days 31 to 60 days 61 to 90 days 91 days and more Total (1 day and more) (A) Payment delays Number of invoices Total amount of these invoices (VAT included) Percentage of the revenue made during the year (B) Invoices excluded from (A), related to litigious or unrecognized receivables and payables Number of invoices excluded Amount of these invoices (C) Reference for payment term Contractual Invoices issued that remain unpaid at the closing date, which terms have expired Invoices received that remain unpaid at the closing date, which terms have expired
38 Accor Acquisition Company – 2022 Annual Financial Report 13. Ownership and acquisition of the Company’s own shares 13.1. General Meeting Authorization Pursuant to the 22 nd resolution of the General Meeting of May 26, 2021, and in accordance with articles L. 225-209 of the French Commercial Code and articles 241-1 to 241-5 of the General Regulation of the Autorité des Marchés Financiers, the Board of Directors has been authorized to purchase or caused to be purchased a maximum amount of shares of the Company, representing up to 10% of the Company’s share capital, for 18 months. As of the date of this Report, such authorization has not been used. 13.2. Ownership of the Company’s own shares In connection with the stabilization activities held during the Stabilization Period (please refer to section 1 of this Management Report), the Managing director, acting upon delegation, decided on September 8, 2022 to proceed with a reduction of the share capital by cancelling 2,297,857 treasury Market Shares, in accordance with the 13th resolution of the General Meeting held on May 26, 2021 and the decision of the Board of Directors of April 29, 2022. As of December 31, 2022, the Company did not hold any of its shares. 13.3. Liquidity contract The Company has not set up a liquidity contract during the past year. 14. Employees shareholding In accordance with the provisions of Article L. 225-102 of the French Commercial Code, we inform you that since the Company has no employees, there was no need to set up an employee shareholding in the Company's share capital on the last day of the fiscal year, December 31, 2021. 15. Material contracts As of December 31, 2022, the Company had not entered into any material contracts other than those described below. Escrow Agreement The Company entered into an escrow agreement (the “Escrow Agreement”) with BNP Paribas, acting as Escrow Agent, pursuant to which the Company opened with the Escrow Agent an escrow account (compte séquestre) (the “Escrow Account”), on which the gross proceeds from the Offering were deposited. This Escrow Agreement is a “contrat de séquestre” (escrow agreement) governed by Articles 1955 et seq. of the French Civil code. The funds deposited in the Escrow Account are deemed secured insofar as they can only be released by the Escrow Agent if it receives an instruction to this effect in accordance with the provisions of the Escrow Agreement.
39 Accor Acquisition Company – 2022 Annual Financial Report The procedure for the release of the funds deposited in the Escrow Account is as follows: the amounts held in the Escrow Account will be released by the Escrow Agent upon receipt by the latter of a duly documented instruction from the Company notifying the Escrow Agent, which shall specify whether such release is requested in connection with the redemption of the Market Shares held by the Dissenting Market Shareholders, the completion of the Initial Business Combination or the absence of Initial Business Combination on the Initial Business Combination Deadline. Part of the net proceeds from the issuance of the Founder Units were deposited in the Escrow Account, to cover any negative interest (up to a (0.5%) negative interest rate) to be paid by the Company to the Escrow Agent on the proceeds from the Offering held on the Escrow Account (the “Negative Interest”). No negative interest applied as from July 21, 2022. Rules governing the use of the amounts held in the Escrow Account are described in greater detail under “Use of Proceeds.” of the Prospectus.
40 Accor Acquisition Company – 2022 Annual Financial Report 16. The market for Accor Acquisition Company securities Accor Acquisition Company shares are traded on the Euronext Paris stock exchange (professional compartment). Shares are identified by ISIN code FR0014003PZ3 and ticker symbol “AAC”. The associated Warrants are listed on Euronext Paris under the ticker symbol “AACW”. Over December 2022, the average closing price of the Accor Acquisition Company share was €9.90, amounting to a market capitalization of the Company of approximately €274.3 million. Accor Acquisition Company share price and trading volumes
41 Accor Acquisition Company – 2022 Annual Financial Report Chapter 3 Report on Corporate Governance This report on corporate governance was prepared as required under Article L. 225-37 of the French Commercial Code (Code de commerce) and approved by the Board of Directors at its meeting of April 27, 2023. It will be presented to shareholders at the next 2023 Annual General Meeting. 1. Code of Corporate Governance The Company refers to the AFEP/MEDEF Code of Corporate Governance for listed companies, as last revised in December 2022 (the "AFEP/MEDEF Code"), which is available from the AFEP, the MEDEF or the Company's registered office. The Company's practices comply with the recommendations contained in the AFEP/MEDEF Code, with the exception of the deviations mentioned below, for which the Company provides detailed explanations: Recommendations of the AFEP/MEDEF Code Company Practices/Justification Renewal by staggered terms of office (art. 14 of the Code) The Company's bylaws and the internal rules of the Board of Directors do not provide for staggered terms of office for members of the Board of Directors. As the Company was incorporated during the year 2021 , a staggered term of office cannot be established. Management succession plan (art. 17.2 of the Code) No management succession plan was established during the year, since as the Company has been incorporated with a view to carrying out a Business Combination on or before the Initial Business Combination Deadline. Until such time as a Business Combination has been completed (and to the extent the Company is to be ultimately liquidated failing any Business Combination by the Initial Business Combination Deadline), the Company has not considered it necessary to establish a management succession plan. Assessment of the Board of Directors and its Committees (art. 10 of the Code) The Board of Directors did not assess its operations and those of its Committees during the past fiscal year, as this recommendation does not appear to be appropriate for the Company, due to its recent incorporation and as it has no operational activity other than the search for targets with a view to carrying out a Business Combination. Minimum number of shares of the held by a director (art. 20 of the Code) The Company's bylaws and the internal rules of the Board of Directors do not set a minimum number of shares in the Company that directors must hold personally. The Board of Directors considers that this recommendation is not appropriate for a Company listed on the Professional Segment of Euronext (compartiment professionnel) and with no operational activity on its own other than the search for targets with a view to carrying out a Business Combination.
42 Accor Acquisition Company – 2022 Annual Financial Report 2. Governance 2.1. Governance structure The Company is a public limited company with a Board of Directors. Since its incorporation, the positions as Chairman of the Board of Directors and Managing Director have been separated. This separation contributes to ensuring sustainable and effective governance by promoting a balance of power between: on the one hand, the Board of Directors, which is responsible for overseeing the Company's general management and is composed of half independent directors, headed by a Chairman; and the Managing Director, who is responsible for the general conduct of the Company's business. 2.2. Chairman of the Board of Directors The Chairman organises and manages the work carried out by the Board of Directors, and reports on that work to the shareholders at the General Meeting. He/She ensures that the Company’s executive bodies operate properly and, in particular that the directors are able to fulfil their duties. In addition to these missions conferred by law, the Chairman: is kept regularly informed by the Managing Director of significant events and situations relating to the life of the Company. It may ask the Managing Director for any information that may enlighten the Board of Directors; ensures that conflicts of interest are prevented and manages any situation that could give rise to such a conflict; may interview the Statutory Auditor in preparation for the work of the Board of Directors and the Audit Committee. Finally, the Chairman reports to the Board of Directors on the performance of his/her duties. The Board of Directors shall fix the length of the Chairman’s term of office, which may not exceed the length of his/her directorship. The Board of Directors may remove the Chairman from office at any time. No person may be appointed Chairman of the Board of Directors if they are over eighty (80) years of age. If the Chairman exceeds that age limit while in office, he/she shall be deemed to have immediately resigned. On April 28, 2021 2 , the Board of Directors appointed Mr. Sébastien Bazin as Chairman of the Board of Directors for the duration of his term of office, i.e. until the close of the General Meeting called to approve the financial statements for the year ended December 31, 2023. More detailed information about Mr. Sébastien Bazin is presented in section 3.2 of this report on corporate governance. 2 With effective date on April 30, 2021, being the date of incorporation of the Company.
43 Accor Acquisition Company – 2022 Annual Financial Report 2.3. Managing Director The Managing Director is responsible for the Company’s executive management. The Managing Director is appointed by the Board of Directors, which shall set the length of his/her term of office, which may not exceed the length of his/her directorship, where relevant. The Board of Directors determines his/her remuneration. To be able to carry out his/her duties, the Managing Director must be less than eighty (80) years of age. Where this limit is exceeded during their term of office, the Managing Director is deemed to have resigned and a new Managing Director is appointed. The Managing Director may be dismissed by the Board of Directors at any time. The Board of Directors appointed Mr. Amir Nahai as Managing Director for a period of three years starting April 30, 2021. More detailed information about Mr. Amir Nahai is presented in section 6 of this report on corporate governance. 2.4. Limitation to powers granted to the Managing Director The Managing Director is vested with the broadest powers to act in all circumstances in the name of the Company. The Managing Director exercises these powers within the limits of the Company’s purpose, and subject to the powers (including prior consultation or authorisation) granted by law and the Articles of Association to the shareholders at General Meetings, Special Meetings of the holders of preferred shares and the Board of Directors. He/She represents the Company in its dealings with third parties. The Company is bound even by the acts of the Managing Director that do not fall within the Company’s purpose, unless it is able to prove that the third party knew that the act in question exceeded that purpose and the third party could not have been unaware of that fact, in view of the circumstances, provided that the mere publication of the Articles of Association is not sufficient proof thereof.
44 Accor Acquisition Company – 2022 Annual Financial Report 3. Board of Directors 3.1. Composition of the Board of Directors as of December 31, 2022 The composition of the Board of Directors as of December 31, 2022 is presented in the table below. Directors in office Indepen dent Gender Nationality Age Number of shares held First appointment Term of office Committee membership Sébastien Bazin (1) No H French 61 - 30/04/2021 GM 2024 Member of the Appointments & Compensation Committee Gaurav Bhushan No H Australian 51 - 30/04/2021 GM 2024 - Ghislaine Doukhan Yes F French 56 - 01/06/2021 GM 2024 Member of the Appointments & Compensation Committee And Member of the Audit Committee Shalini Hinduja Yes F British 51 - 01/06/2021 GM 2024 Chair of the Appointments & Compensation Committee Jean-Jacques Morin No H French 62 - 30/04/2021 GM 2024 Member of the Audit Committee Natacha Valla Yes F French 47 - 01/06/2021 GM 2024 Chair of the Audit Committee (1) Chairman of the Board of Directors
45 Accor Acquisition Company – 2022 Annual Financial Report 3.2. Individual information on directors in office as of December 31, 2021 Sébastien BAZIN Chairman of the Board of Directors - Date of birth: November 9, 1961 - Nationality: French - First appointment: April 30, 2021 - Current term due to expire: at the close of the annual general meeting to be called to approve the financial statements for the fiscal year ended December 31, 2023. BIOGRAPHY - PROFESSIONAL EXPERIENCE After five years holding multiple financial positions in New York, San Francisco and London, Sébastien Bazin was appointed CEO of Hottinguer Rivaud Finances, an investment bank, in 1990, then CEO of L'Immobilière Hôtelière, a hotel developer in France, in 1992. In 1997, he joined Colony Capital, a private real estate investment company, to head up its European subsidiary and spearhead several acquisitions, mainly in the hotel sector (Générale des Eaux, Club Méditerranée, Lucien Barrière, Fairmont & Raffles, Buffalo Grill, Château Lascombes, Stadia Consulting and others). He joined Accor’s Board of Directors in 2005 and became a shareholder of Paris Saint-Germain in 2006 through Colony Capital and eventually Chairman of the football club in 2009. In August 2013, he resigned from his position at Colony Capital and was appointed Chairman and Chief Executive Officer of Accor. He is also Vice-Chairman of the Supervisory Board of the Gustave Roussy Foundation. Sébastien Bazin holds a Masters in Business Management from Paris-Sorbonne University. OTHER POSITIONS HELD AS OF DECEMBER 31, 2022 IN FRANCE - Chairman & CEO of Accor SA (listed company) - Chairman of Orient Express Chairman – Bazeo Europe SAS • Legal Manager – Bazeo Invest SNC • Legal Manager – SARL Rohan • Legal Manager – SCI Nina • Legal Manager – SCI Haute Roche - • Legal Manager – SCI Moulin Tuilerie OUTSIDE FRANCE Chairman of the Board of Directors – Ennismore Holdings LTD – United Kingdom Director – Ennismore Lifestyle Group LTD – United Kingdom Director – AAPC India Hotel Management Private LTD – India Director – Sisters Soparfi (unlisted company) – Luxembourg Director – General Electric (listed company) – United States FORMER POSITIONS HELD IN THE PAST FIVE FISCAL YEARS IN FRANCE - Director and Chairman – Adagio SAS - (unlisted company) - • Chairman of the Board of Directors – - Théâtre du Châtelet (unlisted company) - • Legal Manager – CC Europe Invest OUTSIDE FRANCE Managing Director – Sisters Soparfi – Luxembourg Director – Banyan Tree Holdings Ltd (Singapore) Director – H World Group Ltd ( ex-Huazhu ) (listed company) – China
46 Accor Acquisition Company – 2022 Annual Financial Report Gaurav BHUSHAN Director Date of birth: August 30, 1971 Nationality: Australian First appointment: April 30, 2021 Current term due to expire: at the close of the annual general meeting to be called to approve the financial statements for the fiscal year ended December 31, 2023. BIOGRAPHY - PROFESSIONAL EXPERIENCE Gaurav Bhushan is a seasoned professional with more than 25 years’ experience in hospitality, leisure, travel and tourism both at strategic and operational levels. Gaurav Bhushan began his career at Accor in Australia in 1995, holding various positions in operations and finance. In 2000, he moved into the hotel network development, taking the position of Business Development Manager then Head of Development for Australia, New Zealand and Japan, and then VP Development for North Asia and the Pacific in 2004. He headed the Asia- Pacific development teams and coordinated development through joint ventures and partnerships in the region between 2006 and 2015. During this period, Gaurav Bhushan led, amongst other strategic achievements, the acquisition of Mirvac Hotels & Resorts in Australia and New Zealand and he initiated the partnership with Huazhu in China. Gaurav Bhushan was appointed Global Chief Development Officer of Accor in 2015 therefore responsible for the Group’s network development worldwide as well as of M&A and Strategic Partnerships. Gaurav Bhushan joined the Group’s Executive Committee in January 2017. Has been on the board of Accor Invest and is currently a board member of Banyan Tree and Rixos. In October 2020, Gaurav Bhushan was appointed CEO of the Lifestyle & Entertainment division of Accor SA and is now co-CEO of Ennismore. Gaurav Bhushan holds a MBA from the Royal Melbourne Institute of Technology (RMIT University) and a post graduate Diploma in Applied Finance and investment from the Securities Institute of Australia (SIA). OTHER POSITIONS HELD AS OF DECEMBER 31, 2022 IN FRANCE - Director of Ennismore France SAS - President of Société d’exploitation Paris Morland OUTSIDE FRANCE - Director of Rixos Hospitality BV - Co-CEO of Ennismore Holdings Ltd., UK - Co-CEO of Ennismore Lifestyle Group Limited (UK) - Director of Ennismore Hotel Management UK Limited (UK) - Director of AH New Lifestyle Holdings Limited (UK) - Director of AH New Lifestyle Russia - Director of AH New Lifestyle Middle-East FZ-LLC - Director of Ennismore International Management Limited - Ennismore MA Newco Limited - Director of Ennismore Holdings US Inc., USA - Director of Ennismore Pacific Pty Ltd, Australia - Director of AAPC Hotel Management Limited, Hong-Kong - Director of Banyan Tree Holdings (listed company), Singapore - Chief Operating Officer of Accor Ghost Kitchen Holdings Inc., USA
47 Accor Acquisition Company – 2022 Annual Financial Report - Director and CEO of Hudson Residual Interests Inc., USA - Director and CEO of MHG Capital Trust I, USA FORMER POSITIONS HELD IN THE PAST FIVE FISCAL YEARS IN FRANCE None OUTSIDE FRANCE - Director of Accor Invest, Luxembourg - Director of AAPC Singapore Pte. Ltd., Singapore - Director of AHDF Pte. Ltd., Singapore - Alternate Director of Huazhu (listed company), China - Board Member of 25Hours, Germany - Board Member of sbe, USA
48 Accor Acquisition Company – 2022 Annual Financial Report Ghislaine DOUKHAN Independent Director - Date of birth: April 20, 1967 - Nationality: French - First appointment: June 1, 2021 - Current term due to expire: at the close of the annual general meeting to be called to approve the financial statements for the fiscal year ended December 31, 2023. BIOGRAPHY - PROFESSIONAL EXPERIENCE Ghislaine DOUKHAN is the Chief Executive Officer of Safran Power Units (SPU), an affiliate of Safran Group designing and producing APU (Axilliary Power Units) for business and regional jets, commercial aircraft, helicopters and military aircraft and turbojets engines for missiles, target drones and UAV/UCAV. Graduated from the HEC business school (1991), Ghislaine Doukhan has spent all her career within Safran, a high technology group specialized in Aerospace and Defense. She started her career in 1991 at Safran’s corporate International Division and moved to the Manufacturing Division of Snecma, Safran’s main affiliate, three years later. She joined Snecma's Finance Division in 2000 as head of the Treasury department. In 2004, she was appointed General Manager of Snecma’s test facilities department (part of the Engineering Division). In 2007, Ghislaine Doukhan was appointed Large Commercial Engines General Manager in charge of managing all the Large Commercial Engines programs for Snecma (GE90 for the Boeing 777, GP7000 for the A380, CF6- 80C for the Boeing 767, CF6-80E for the A330 and GEnx for the Boeing 787), in partnership with GE. She was appointed Snecma Executive Vice-President Material Services in 2010, in charge of the spare parts and services activities for all Snecma’s commercial engines (CFM56, Leap, regional jets, Business jets and Large Commercial engines). Beyond her business activities in this role, she also created the first Services Fablab in Europe. In January 2015, she created Safran Analytics, an entity dedicated to create value based on Data for the Safran Group and was Safran Analytics Executive Vice-President until end of June 2021 when she was appointed Chief Executive Officer of SPU. OTHER POSITIONS HELD AS OF DECEMBER 31, 2022 IN FRANCE Director of La Française des Jeux (listed company) Member of the Scientific Board of INRIA (National Institute of Research in Computer Science and Automation) OUTSIDE FRANCE None FORMER POSITIONS HELD IN THE PAST FIVE FISCAL YEARS IN FRANCE None OUTSIDE FRANCE None
49 Accor Acquisition Company – 2022 Annual Financial Report Shalini HINDUJA Independent Director - Date of birth: November 24, 1971 - Nationality: British - First appointment: June 1, 2021 - Current term due to expire: at the close of the annual general meeting to be called to approve the financial statements for the fiscal year ended December 31, 2023. BIOGRAPHY - PROFESSIONAL EXPERIENCE Shalini Hinduja started her career at Citibank in Mumbai and later joined Matheson Investment Management. Since 2017, she has overseen the restoration of 57 Whitehall Old War Office building in London, an iconic London landmark being redeveloped into a 5-star hotel and residential apartments. She has also served as a Member of Aston Martin’s Female Advisory Board. Shalini Hinduja completed her Bachelor of Science in Psychology from University College London and her MBA from Imperial College London. OTHER POSITIONS HELD AS OF DECEMBER 31, 2022 IN FRANCE None OUTSIDE FRANCE - Member of Sotheby’s International Council (UK) FORMER POSITIONS HELD IN THE PAST FIVE FISCAL YEARS IN FRANCE None OUTSIDE FRANCE None
50 Accor Acquisition Company – 2022 Annual Financial Report Jean-Jacques MORIN Director - Date of birth: December 29, 1960 - Nationality: French - First appointment: April 30, 2021 - Current term due to expire: at the close of the annual general meeting to be called to approve the financial statements for the fiscal year ended December 31, 2023. BIOGRAPHY - PROFESSIONAL EXPERIENCE Jean-Jacques Morin is a graduate of the Ecole Nationale Supérieure de l'Aéronautique et de l'Espace, holds an MBA from Thunderbird School of Global Management (Arizona State University) and a CPA. He began his career with Deloitte where he spent five years in Audit and Consulting, first in Paris and then in Montreal. He continued to work in the semiconductor sector for 13 years, at Motorola, ON Semi in Arizona, and lastly at Communicant AG, a Berlin-based start-up. He joined Alstom in 2005 as CFO for the Power sector in Zurich and then Transport sector, before being appointed CFO for the Group. Jean-Jacques Morin joined Accor’s Executive Committee as CFO in 2015. He currently is Accor SA’s Deputy CEO and CEO for the Premium, Midscale and economy Division. OTHER POSITIONS HELD AS OF DECEMBER 31, 2022 IN FRANCE - Chairman of D-Edge SAS - Chairman of IBL SAS - Director (Accor’s representative)of Société Française de Participations et d’Investissements Européens - Managing Director of Sodetis - Chairman of ADAGIO SAS - Membre of the Strategic Committee of Worklib OUTSIDE FRANCE - Member of the Board of Directors and member of the Audit Committee of Accor Invest (Luxembourg) FORMER POSITIONS HELD IN THE PAST FIVE FISCAL YEARS IN FRANCE - Member of the Supervisory Board of Vallourec - Managing Director of Soluxury HMC - OUTSIDE FRANCE - Member of the Supervisory Board and member of the Audit Committee of Orbis (Poland) - Director in AAPC India Hotel Management Private Limited (India)
51 Accor Acquisition Company – 2022 Annual Financial Report Natacha VALLA Independent Director - Date of birth: January 1, 1976 - Nationality: French - First appointment: June 1, 2021 - Current term due to expire: at the close of the annual general meeting to be called to approve the financial statements for the fiscal year ended December 31, 2023. BIOGRAPHY - PROFESSIONAL EXPERIENCE Natacha Valla is an economist and a dean of the School of Management and Innovation at Sciences Po. She began her career with the European Central Bank (20012005), before moving to the Banque de France (20052008) and then joining Goldman Sachs as Executive Director (20082013). From 2014 to 2016, she served as Deputy Director of CEPII, an international economics think tank serving the French prime minister, before joining the European Investment Bank (20162018) as Head of the Policy and Economic Strategy division, then the European Central Bank as Deputy Director General in charge of Monetary Policy (20182020). She has served as a member of the Conseil Économique de la Nation, the scientific committee of the ACPR (the French Banking Regulatory Body) and the Conseil d’Analyse Économique. She was appointed a Senior Advisor at Lazard in October 2021 and chairs the Conseil National de la Productivité. Natacha Valla received a Ph.D. in Economics from the European University Institute (Florence) in 2003. OTHER POSITIONS HELD AS OF DECEMBER 31, 2022 IN FRANCE - Member of the Board of Directors of LVMH Moët Hennessy LouisVuitton SE (listed company) - Member of the Board of Directors of SCOR (listed company) - Director of Société des Autoroutes du Sud de la France SA - Director of Cofiroute SA - OUTSIDE FRANCE None FORMER POSITIONS HELD IN THE PAST FIVE FISCAL YEARS IN FRANCE - Director of Accor SA - Member of the Supervisory Board of Tikehau Capital SCA - Non-voting Director of Wakam SA OUTSIDE FRANCE None
52 Accor Acquisition Company – 2022 Annual Financial Report 3.3. Changes in the composition of the Board of Directors during the past year The changes in the composition of the Board of Directors during fiscal year 2022 are presented in the table below. Appointment Renewal Departure Board of Directors Sébastien Bazin 30/04/2021 (1) Gaurav Bhushan 30/04/2021 (1) Ghislaine Doukhan 01/06/2021 Shalini Hinduja 01/06/2021 Jean-Jacques Morin 30/04/2021 (1) Natacha Valla 01/06/2021 N/A N/A Audit Committee Natacha Valla 21/06/2021 Ghislaine Doukhan 21/06/2021 Jean-Jacques Morin 21/06/2021 N/A N/A Appointments & Compensation Committee Shalini Hinduja 21/06/2021 Ghislaine Doukhan 21/06/2021 Sébastien Bazin 21/06/2021 N/A N/A (1) Date of incorporation of the Company. 3.4. Missions of the Board of Directors The Board of Directors shall establish the Company’s business orientations and ensure they are implemented. Subject to the powers expressly granted to shareholders at general meetings by law and within the limits imposed by the Company’s purpose, the Board of Directors shall review all issues concerning the company’s operations and shall deal with all matters concerning the Company. The Board of Directors shall carry out the controls and verifications it deems appropriate. The Chairman or the Managing Director of the Company is required to provide the directors with all the documents and information they require to carry out their duties. The Board of Directors may confer on one or more of its members or to third parties, whether or not they are shareholders, any special mandates for one or more specified purposes. The Board of Directors may decide to establish committees responsible for reviewing matters on which it or its Chair asks them to issue an opinion. It shall determine the composition and powers of the committees that operate under its responsibility.
53 Accor Acquisition Company – 2022 Annual Financial Report 3.5. Meetings of the Board of Directors The Board of Directors meets as often as the interests of the Company so require, and is convened by the Chair or the Secretary at the Chair’s request. Directors comprising at least one third (1/3) of the members of the Board of Directors may, with a determined meeting agenda, require the Chair to convene a meeting of the Board of Directors if the Board of Directors has not met for more than two (2) months. Where the Managing Director is not also the Chair of the Board of Directors, he/she may require the Chair to convene a meeting of the Board of Directors on a specific agenda. In the event that the Chair is unable to carry out his/her duties, a meeting may be convened by the director temporarily appointed to act as Chair or by the Managing Director, if he/she is a director. Meetings of the Board of Directors shall be held at the Company’s registered office or at any other place specified in the meeting notice. Notices of meeting may be issued by any means, including orally. The Board of Directors shall only validly hold discussions if at least half of the directors are present (or deemed to be present in the event of the use of video conferencing). The resolutions of the Board of Directors shall be passed by a majority of the members present (or deemed to be present in the event of the use of video conferencing) or represented. The Chairman of the Board or the chairman of the meeting (in the Chairman of the Board’s absence) shall have no casting vote. If the Managing Director is not a director, he/she shall attend proceedings in an advisory capacity. In addition, the Chair may invite members of management, statutory auditor or other persons with special expertise relevant to the items on the agenda to attend all or part of a meeting of the Board of Directors. The Board of Directors shall appoint a secretary, who may be, but is not required to be, a director. The secretary may be replaced by an ordinary resolution of the Board of Directors. The Board of Directors may arrange for the secretary to be assisted by a deputy secretary chosen under the same conditions. Except in cases excluded by laws and regulations in force, the internal regulations established by the Board of Directors may provide that directors who participate in Board of Directors’ meetings by video conference or other telecommunication means that enable them to be identified and guarantee that they can effectively participate, in accordance with regulations in force, shall be deemed present for the purposes of calculating the quorum and majority. The Board of Directors’ discussions shall be recorded in minutes drawn up in the manner prescribed by law. The minutes shall be signed by the chair of the meeting and by a director. Copies or extracts of the minutes of the discussions of the Board of Directors shall be issued and certified in accordance with the law. The Board of Directors may pass decisions by written consultation, in the cases and under the conditions provided for by the Board of Directors’ internal regulations and the laws and regulations in force.
54 Accor Acquisition Company – 2022 Annual Financial Report 3.6. Duration of the Director’s office The term of office of directors is three (3) years. Their duties end on the conclusion of the Annual Ordinary General Meeting, held in the year in which their term of office expires and which approves the accounts for the past financial year. Where, pursuant to laws and regulations in force, a director is appointed to replace another, that shall perform his/her duties for the remainder of the term of his/her predecessor. The number of directors who are over eighty (80) years of age may not exceed one-third of the directors in office. Where this limit is exceeded during a director’s term of office, the oldest director is automatically deemed to have resigned at the end of the next General Meeting. Directors may be re-elected. They may be removed from office at any time by the shareholders at the Ordinary General Meeting. Without prejudice to the specific rights attached to the Founder Shares (see below), in the event that one or more directorships falls vacant as a result of death or resignation, the Board of Directors may, between two General Meetings, make provisional appointments in order to complete the number of members of the Board of Directors. These appointments must be made within three (3) months of the vacancy arising, in circumstances in which the number of directors falls below the minimum provided for by these Articles of Association. Any such temporary appointments made by the Board of Directors shall be subject to ratification by the shareholders at the next Ordinary General Meeting. If they are not ratified, the resolutions adopted and acts performed remain valid. Where the number of directors falls below the legal minimum, the remaining directors must immediately convene an Ordinary General Meeting in order to complete the number of members of the Board of Directors. 3.7. Director selection procedure Holders of Founder Shares also have the specific rights to be represented on and to propose members of the Board of Directors described below and in Appendix 2 of the Company’s bylaws. Pursuant to those rights, the Board of Directors must comprise the number of directors appointed by the shareholders at the General Meeting (or, in the event of co-optation, by the Board of Directors) on the proposal of the holders of Founder Shares, failing which the Board of Directors shall not be validly constituted and may not validly hold discussions. In other cases, the Appointments & Compensation Committee identifies the needs and defines the profiles sought with regard to expiring terms of office and in consideration of the Board of Directors' diversity policy. The Committee then draws up a list of potential candidates, with the assistance of a recruitment firm where necessary, on the basis of the information available. It shortlists relevant candidates for interviews, conducted by the Committee's Chairman. The Board of Directors validates the selected candidate on the basis of the Committee's recommendations, with precise justification in terms of the needs and profiles sought. The appointment or ratification of the co-option of the director concerned is then submitted to the General Meeting for approval. The Company did not implement this procedure in the course of 2022 due to its recent incorporation.
55 Accor Acquisition Company – 2022 Annual Financial Report 3.8. Founder Shares’ holder governance rights In accordance with the Company’s by-laws, until the Initial Business Combination, five-sixths of the members of the Board of Directors will be appointed by the shareholders’ General Meeting upon proposal by the holders of the Founder Shares and half of the members of the Board of Directors must be independent within the meaning of the AFEP-MEDEF Code. The Chairman of the Board of Directors is to be elected among the non-independent directors appointed upon proposal by the holders of the Founder Shares. In addition, any change in the number of directors will be subject to approval of the holders of the Founder Shares. As from the Initial Business Combination Completion Date, and as long as the Founder Shares holders own at least 10% of the Company’s share capital, (i) the majority of the members of the Board of Directors will be appointed by the shareholders’ General Meeting upon proposal by the holders of the Founder Shares, provided that one fifth of such directors appointed upon proposal by the holders of Founder Shares must be independent within the meaning of the AFEP-MEDEF Code, (ii) the Chairman of the Board of Directors will be elected among the non-independent members of the Board of Directors appointed upon proposal by the holders of Founder Shares, (iii) the holders of Founder Shares will have the right to consent to any change in the number of Director, (iv) the holders of Founder Shares will have the right to consent to major business combinations or acquisitions (above €10,000,000), the right to consent to any agreement with a competitor of Accor in the hospitality sector and the right to consent to the definition of and to any change in the Company’s commercial and branding policy. The specific rights attached to the Founder Shares and the Market Shares are described in more details in the Prospectus. 3.9. Directors’ independence As of December 31, 2022, the Board of Directors had six members. A director is independent when he/ she has no relationship of any kind whatsoever with the Company, the Group or its management that may interfere with his/her freedom of judgment or give rise to a potential conflict of interest. The Board assesses the independence of its members each year by applying the criteria set out in the AFEP/MEDEF Code, which states that independent directors must: not be and not have been during the course of the previous five years: an employee or executive officer 3 of the Company; an employee, director or executive officer of a company consolidated within the Company; an employee, director or executive officer of the Company’s parent company or a company consolidated within this parent; not be an executive officer of a company in which the Company directly or indirectly holds a directorship, or in which an employee appointed as such or an executive officer of the Company (current or in the past five years) holds a directorship; not be a customer, supplier, investment banker, commercial banker or advisor 4 : 3 In accordance with the AFEP/MEDEF Code, in public limited companies with a Board of Directors, this concept covers the Chairman and Chief Executive Officer, the Chief Executive Officer and the Deputy Chief Executive Officer(s). 4 Or be linked directly or indirectly to these persons.
56 Accor Acquisition Company – 2022 Annual Financial Report that is material for the Company or its Group, or for which the Company or its Group represents a significant part of the entity’s activity; The assessment of the significance or non-significance of any relationships with the Company or the Group is discussed by the Board, following a review by the Appointments & Compensation Committee. not have close family ties with an executive officer; not have been a Statutory Auditor of the Company in the last five years; not have been a director of the Company for more than 12 years; not be a non-executive officer receiving variable compensation in cash or shares, or any performance-related compensation from the Company or the Group. Directors who represent major shareholders of the Company may be considered as independent provided that these shareholders do not take part in the control of the Company. However, if the shareholder owns 10% or more of the Company’s capital or voting rights, the Board of Directors must systematically review whether that shareholder’s representative may be qualified as independent, based on a report issued by the Appointments & Compensation Committee and taking into account the Company’s capital structure and any potential conflicts of interest. Independent director status is reviewed by the Appointments & Compensation Committee based on these criteria and is determined by the Board of Directors (i) when each director is appointed and (ii) every year, for all directors. On April 25, 2022, the Appointments & Compensation Committee reviewed the independent director status of the members of the Board of Directors. In particular, the Board of Directors focused on whether or not the business relationships that may exist between the Company and certain directors are significant. For that purpose, it examined the nature of the relationships (types of services provided, exclusive arrangements, etc.) and the amounts of the transactions carried out during the year with the companies in which the directors hold executive positions. It then compared those amounts with the Group’s revenue and equity for 2021. The Board also examined the proportion represented by these relationships in the revenue of the groups in which the independent directors hold positions. Following the Committee’s review, the Board of Directors noted that Accor Acquisition Company does not have any business relationships with the companies in which Natacha Valla, Ghislaine Doukhan and Shalini Hinduja hold positions. In view of the results of this analysis, and based on the criteria above, the Board confirmed in 2022 and 2023 that Natacha Valla, Ghislaine Doukhan and Shalini Hinduja qualify as independent directors.
57 Accor Acquisition Company – 2022 Annual Financial Report Independence criteria applied Not to be/have been an employee or executive officer of the Company (1) No cross- directorships (1) No material business relationships with the Company No family ties with an executive officer Not to be/have been a statutory auditor (1) Not to have been a director of the Company for more than 12 years Not to have been a major shareholder (2) Non- executive officer status Sébastien Bazin × × × × × × Gaurav Bhushan x x x x x x x Ghislaine Doukhan x x x x x x x x Shalini Hinduja x x x x x x x x Jean- Jacques Morin × × × × × × × Natacha Valla × × × × × × × × (1) During the past five years. (2) Acting alone or in concert. Directors who represent major shareholders of the Company may be considered as independent provided that these shareholders do not take part in the control of the Company. However, if the shareholder owns 10% or more of the Company’s capital or voting rights, the Board of Directors must systematically review whether that shareholders’ representative may be qualified as independent, based on a report issued by the Appointments & Compensation Committee and taking into account the Company’s capital structure and any potential conflicts of interest.
58 Accor Acquisition Company – 2022 Annual Financial Report 3.10. Board diversity policy As part of the drive to have a more diverse Board, in accordance with Article L. 22-10-10 of the French Commercial Code and on the recommendation of the Appointments & Compensation Committee, the Board of Directors has paid close attention to its membership. The Board diversity policy aims to ensure that a variety of different cultures, skills, experiences and nationalities are represented on the Board and that the matters brought before the directors are discussed objectively, but also in a collegial manner in a spirit of openness. The Board also ensures that it has the necessary skills and expertise to lead Accor Acquisition Company’s development and strategy. As of the end of December 2022: three of the Board members are women; the Audit Committee and the Appointments & Compensation Committee are both chaired by independent directors, who are women; three nationalities are represented on the Board and a majority of directors currently work outside France or have worked outside France in the past with international groups. Gender balance Objective Results Reach a balanced representation between men and women in the composition of the Board, in compliance with the applicable regulations, i.e. have at least 40% of each gender for Boards composed of more than 8 members 50% of women Independence Objective Results Reach a significant portion of Independent Directors on the Board of Directors and comply with the applicable AFEP-MEDEF recommendations, i.e. the Independent Directors should account for at least half the members of the Board in publicly held corporations without controlling shareholders 50% of independent directors Nationality Objective Results Have several nationalities represented to the Board 3 nationalities represented
59 Accor Acquisition Company – 2022 Annual Financial Report 3.11. Assessment of the Board of Directors’ performance The Board of Directors must evaluate its ability to respond to shareholder expectations by periodically analysing its composition, its organisation, and its performance. To that end, once a year the Board of Directors must, upon the report of the Appointments and Compensation Committee, devote an item on its agenda to the evaluation of its operating procedures. A formal assessment of the Board of Directors and the Committees shall be carried out at least every three years, under the direction of the Appointments and Compensation Committee, and, where appropriate, with the assistance of an external consultant. The following points must be examined: - whether the frequency and duration of its meetings, as well as the information available to it and each of its members, are adequate to permit it to properly carry out its responsibilities; - the quality of the preparatory work of the Committees and their composition which must be such as to ensure their objectivity as they examine the matters presented to them; and - the opportunity of restricting certain categories of decisions to the Board of Directors. No assessment with respect to the performance of the Board of Directors and its Committees was made in 2022, due to the Company’s recent incorporation. 3.12. Management of conflicts of interest In the event of a potential investment by the Company as part of the Initial Business Combination in companies with mixed business activities combining both those referred to in the Company’s purpose and those of the hotel sector, the investment opportunities will be analyzed by the Company in accordance with strict rules on conflicts of interest, namely: (i) the non-independent directors appointed upon Accor’s proposal shall not participate in the discussions and shall not vote on the resolution relating to such investment and (ii) a fairness certificate may be obtained if the Company deems it appropriate. The terms and conditions of the acquisition shall be analyzed by the Company with Accor, where relevant, depending on the identity of the target and the nature and distribution of its business activities. Any partnerships, agreements and commercial arrangements that are entered into by the Company and the Accor Group shall be subject to the rules on related-party agreements. If the potential investments involve one or more companies and/or businesses affiliated to the Accor group or the members of the Board of Directors, (i) the Company shall obtain a fairness certificate from an independent investment bank appointed by the independent members of the Board of Directors confirming that such investment is fair to the shareholders from a financial perspective and (ii) the non-independent directors appointed upon Accor’s proposal or the relevant member of the Board of Directors shall not participate in the discussions and shall not vote on the resolution relating to such investment such that the independent directors alone shall discuss and vote on such investment.
60 Accor Acquisition Company – 2022 Annual Financial Report 3.13. Assessment of agreements entered into in the normal course of business and on an arm’s length basis Each year, the Chief Legal Officer and the Chief Financial Officer shall review usual agreements entered into under normal conditions in order to confirm that the conditions necessary to qualify as usual and normal conditions are still met. The results of this review shall be reported to the Company's Audit Committee and also at a meeting of the Board of Directors. If the Chief Legal Officer and the Chief Financial Officer jointly consider that an agreement included in the list of usual agreements entered into under normal conditions should be classified as a related party agreement, the matter will be referred to the Audit Committee for confirmation. Where appropriate, the Board of Directors, at its annual review of related party agreements, may decide, based on the recommendation of the Audit Committee, to apply the procedure referred to in Article L. 225-42 of the Commercial Code. No assessment was made in the course of 2022 due to the Company’s recent incorporation and in the absence of any related-party agreement, except for the renewal of the domiciliation agreement authorized by the Board of Directors and to be submitted to the shareholders’ approval. 3.14. Works of the Board of Directors in 2022 The preparation and organization of the Board of Directors’ work are governed by the laws and regulations applicable to French public limited companies (sociétés anonyme), the Company’s Bylaws, and the internal regulations of the Board of Directors, which describe the operating procedures of the Board Committees. In 2022, the Board of Directors met 3 times, with a global attendance rate of 100%. This attendance rate includes participation by videoconference. The following attended the meetings of the Board of Directors: the directors, the Managing Director of the Company and occasionally the statutory auditor. The notices of meeting together with the agenda were emailed to all the members several days before each meeting date. In the period between two meetings, members were kept regularly informed of significant events and transactions involving the Company. In 2022, the Board of Directors' work notably included: reviewing potential targets and transactions for a Business Combination; approving the 2021 financial statements and 2022 interim financial statements; reducing the share capital by cancelling 2,297,857 treasury Market Shares, in accordance with the 13 th resolution of the General Meeting held on May 26, 2021; reviewing the independence criteria set out in the AFEP/MEDEF Code and confirming the independence of certain Board members. Lastly, the Board called the General Meeting.
61 Accor Acquisition Company – 2022 Annual Financial Report 4. Board Committees The Board of Directors is assisted by two standing committees, whose responsibilities and operating procedures are set out in the internal regulations of the Board: the Audit Committee and the Appointments & Compensation Committee. The Board of Directors shall appoint the Chair of the Committee from among its members, for the duration of that Chair’s term as a member of the Committee. Each Committee shall report on the performance of its responsibilities at the following meeting of the Board of Directors. Each Committee shall decide how often to meet. Meetings shall be held at the registered office or at any other location chosen by the chair, who shall set the agenda for each meeting. The Chair of a Committee may decide to invite all the members of the Board of Directors to attend one or more of its meetings. Only the Committee members shall take part in its deliberations. Each Committee may invite any persons it chooses to its meetings. In accordance with applicable laws and regulations, the use of video conferencing or other means of telecommunication shall be authorized for any Committee meeting. The means used must permit real- time and continuous transmission of speech and, if applicable, of the video image of the members, who must be visible to all. These means must also enable each member to be identified and must ensure their effective participation in the meeting. The members of each Committee who participate in a meeting by video conference or other telecommunications means shall be deemed present for the purposes of calculating the quorum and majority, under the conditions provided for above. The minutes of each meeting shall be prepared, unless otherwise provided, by the meeting’s secretary appointed by the chair of the Committee, under the authority of the Chair of the Committee. The minutes shall be sent to all members of the Committee. On matters within its area of expertise, each Committee shall issue proposals, recommendations or opinions likely to inform the deliberations of the Board of Directors. To that end, it may carry out or arrange to have carried out any external technical studies on subjects within its remit, at the Company’s expense, after having informed the Chair of the Board of Directors or the Board of Directors itself and subject to reporting its findings to the Board of Directors. The Chair of the Committee shall determine the manner in which it shall report its findings to the Board. The compensation of the Chair and members of each Committee shall be determined by the Board of Directors and shall be taken from the total annual amount of compensation allocated by the shareholders at the general meeting.
62 Accor Acquisition Company – 2022 Annual Financial Report 4.1. Audit Committee Information as of December 31, 2022 3 directors 66.67% independent directors 2 meetings in 2022 100% participation in the Committee in 2022 Composition of the Committee The Audit Committee is composed of three members, two of whom are designated as independent by the Board of Directors: Mrs. Natacha Valla, independent director, Chairman; Mrs. Ghislaine Doukhan, independent director; and Mr. Jean-Jacques Morin, all of whom have the technical knowledge necessary for their duty of vigilance and their role on the Audit Committee. The Company believes that, in view of their training and professional experience 5 , the members of this Committee have the required financial and accounting expertise. Thus, in accordance with the provisions of the AFEP-MEDEF Code: the proportion of independent directors on the Committee is equal to two-thirds; and the Committee does not include any executive corporate officer. The Statutory Auditor, the Managing Director, the Chief Financial Officer and the Secretary of the Board attend meetings. Committee missions The Audit Committee carries out the following main tasks: Overseeing the process of preparing financial information Overseeing the effectiveness of the internal control, internal audit, and risk management systems with respect to financial and accounting information Overseeing the legal audit of the Company’s annual and consolidated financial statements by the Company’s statutory auditors Overseeing the statutory auditors: o Procedure for selection and renewal of the statutory auditors o Overseeing the independence of the statutory auditors. o Approval of non-audit services 5 The education and professional experience of the directors is described in their respective biographies in section 3.2 of this report.
63 Accor Acquisition Company – 2022 Annual Financial Report Works of the Committee in 2022 At its meetings in 2022, the Audit Committee has: prepared the Board of Directors' deliberations on the review of the yearly and interim financial statements monitored the presentation of the Group's results; and reviewed the Statutory Auditor’s fees. 4.2. Appointments & Compensation Committee Information as of December 31, 2022 3 directors 66.67% independent directors 1 meeting in 2022 Composition of the Committee The Appointments & Compensation Committee is composed of three members, two of whom are designated as independent by the Board of Directors: Mrs. Shalini Hinduja, independent director, Chairman; Mrs. Ghislaine Doukhan, independent director; and Mr. Sébastien Bazin. Committee missions The Appointments & Compensation Committee carries out the following main tasks: Proposals for the appointment of the members of the Board of Directors and its Committees and the Company’s executive officers Annual evaluation of the independence of members of the Board of Directors Review and proposal to the Board of Directors concerning all components and terms of the compensation paid to the Chief Executive Officer and the Deputy Chief Executive Officer(s) Oversight of the policy on professional and salary equality Review and proposal to the Board of Directors concerning the method of distributing the total annual amount of compensation allocated by the shareholders at a general meeting Specific assignments: The Committee shall be asked to submit a recommendation to the Board of Directors as to all exceptional compensation relating to specific assignments that the Board of Directors may give to certain of its members. Work of the Committee in 2022 At its meetings in 2022, the Committee has: - Approved the Managing Director’s 2022Compensationpolicy - Approved the amount and the allocation of Directors’fees - Approved the Report on the 2021 compensation to be disclosed in the Management report - Reviewed the Directors’independence - Approved the Report on corporate governance for2021
64 Accor Acquisition Company – 2022 Annual Financial Report 5. Attendance at Board and Committees meetings in 2021 The table below presents the attendance rate of the Directors, as from the date of their appointment, to the Board and Board Committees meetings held in 2022: Director Board Audit Committee Appointments & Compensation Committee () Sébastien Bazin 100% - 100% Gaurav Bhushan 100% - - Ghislaine Doukhan 100% 100% 100% Shalini Hinduja 100% - 100% Jean-Jacques Morin 100% 100% - Natacha Valla 100% 100% - 6. Managing Director Amir NAHAI Managing Director Date of birth: April 23, 1978 Nationality: US First appointment: April 30, 2021 Current term due to expire: April 30, 2024. BIOGRAPHY - PROFESSIONAL EXPERIENCE Amir Nahai began his career at Bain & Company in 1999 where he worked supporting clients across the hospitality, gaming, media/entertainment and technology sectors in the US, Singapore, Thailand, India, China, Paris and London. From 2015 to 2020, he served as Accor’s CEO of Food and Beverage and Lifestyle Brands. Amir Nahai has served as Board Member of Mama Shelter, sbe, Paris Society, Potel et Chabot and Orient Express. Amir Nahai received his MBA from Dartmouth College. OTHER POSITIONS HELD AS OF DECEMBER 31, 2021 IN FRANCE None OUTSIDE FRANCE None FORMER POSITIONS HELD IN THE PAST FIVE FISCAL YEARS IN FRANCE Member of the Supervisory Board of Orient Express Board Member of Mama Shelter Board Member of Paris Society Board Member of Potel et Chabot OUTSIDE FRANCE Board Member of sbe (USA)
65 Accor Acquisition Company – 2022 Annual Financial Report 7. Agreements between Company’s Corporate officers or significant shareholders and Group Companies None 8. General Meetings of Shareholders Convening General Meetings General Meetings are convened on the conditions set out in laws and regulations in force. Meetings shall be held at the Company’s registered office or at any other place specified in the meeting notice. Admission to and holding of General Meetings In accordance with regulations in force, all shareholders have the right to attend General Meetings and to participate in the discussions or to be represented, regardless of the number of shares they hold, if they are able to demonstrate, in the manner required by law and regulations, that their shares are registered in their name or in the name of their intermediary on their behalf. The registration of the securities in the bearer shares accounts held by the authorized intermediary is evidenced by a shareholding certificate issued by the intermediary in accordance with laws and regulations in force. Shareholders who do not personally attend General Meetings may choose one of the three following options: - appoint a proxy, - vote by correspondence, or - send a proxy appointment form to the Company without appointing a specific person as proxy, in accordance with laws and regulations in force. If the meeting notice so provides, all shareholders may also participate in General Meetings by video conference or by any other means of telecommunication on the conditions provided for by laws and regulations, such possibilities being specified in the meeting notice. Shareholders who participate in meetings by video conference or other means of telecommunication on the conditions provided for by law shall be deemed to be present for the purposes of calculating the quorum and majority. Resolutions shall be passed at Ordinary and Extraordinary General Meetings in accordance with the quorum and majority conditions provided for by law. Meetings are chaired by the Chair of the Board of Directors, or, in the Chair’s absence, by a director specifically delegated for the purpose by the Board of Directors. Otherwise, the Shareholders at the meeting elect their own chair. The two shareholders who, either personally or as proxies, hold the largest number of votes, perform the role of scrutineers, provided they are present and willing. The bureau comprising such persons shall appoint a secretary, who does not need to be a shareholder. Minutes of the discussions shall be drafted and copies or extracts shall be issued and certified in accordance with laws in force. Ordinary and Extraordinary General Meetings shall exercise their respective powers in accordance with the conditions provided for by laws and regulations in force.
66 Accor Acquisition Company – 2022 Annual Financial Report Double voting rights Notwithstanding the provisions of the last paragraph of Article L. 225-123 of the French Commercial Code, no double voting rights are attached to the shares. Existence of statutory thresholds In addition to the legal obligation on shareholders to inform the Company when they breach certain shareholding or voting right thresholds, any natural or legal person or any shareholder who directly or indirectly holds, alone or in concert, within the meaning of Articles L. 233-10 et seq. of the French Commercial Code, a number of shares in the Company equal to or greater than 1% of the total number of Shares or voting rights must, within five trading days of the date on which such holding threshold is exceeded, inform the Company by registered letter with acknowledgement of receipt. Such a declaration must be made, under the same conditions, each time a further multiple of 1% of the total number of Shares or voting rights is exceeded, up to 50% (inclusive). In each declaration referred to above, declarants must certify that the declaration made covers all the securities held or owned within the meaning of the preceding paragraph. They must also state: their identity as well as that of any natural or legal persons acting in concert with them, the total number of shares or voting rights that they directly or indirectly hold, individually or jointly, the date and circumstances of the threshold being exceeded, as well as the information, where relevant, referred to in the third paragraph of I of Article L. 233-7 of the French Commercial Code. Any shareholder whose interest in the share capital or voting rights falls below any of the aforementioned thresholds is also required to inform the Company within the same period of five trading days and in the same manner. In calculating these thresholds, account shall also be taken of the shares equivalent to the Shares held as defined by the legislative and regulatory provisions of Articles L. 233-7 et seq. of the French Commercial Code. The Company reserves the right to inform the public and shareholders either of the objectives notified to it or of the non-compliance with the aforementioned obligation by the person in question. In the event the above provisions being breached, the shareholder shall, under the conditions and limits defined by laws and regulations in force, have their voting rights attached to the shares exceeding the fraction which has not been duly declared suspended at any Shareholders’ Meeting held within a period of two years beginning on the date on which the notification was regularized, at the request, recorded in the minutes of the General Meeting, of one or more shareholders holding at least 3% of the Company’s share capital or voting rights.
67 Accor Acquisition Company – 2022 Annual Financial Report 9. Items likely to have an influence in the event of a take-over bid Pursuant to Article L. 22-10-11 of the French Commercial Code, the following are the elements likely to have an impact in the event of a public offer: The Company's capital structure: see section 3 of the Management Report. In addition, part of the Company’s share capital (the Founder Shares) is not listed; The restrictions in the articles of association on the exercise of voting rights and transfers of shares, or the clauses of agreements brought to the attention of the Company pursuant to Article L. 233-11: the Founder is bound by specific lock-up undertakings, as described under section "Principal Shareholders – Founder’s Lock-up Undertakings" of the Prospectus; The direct or indirect shareholdings in the Company's capital of which it is aware pursuant to Articles L. 233-7 and L. 233-12: see section 3 of the Management Report; A list of the holders of any securities with special control rights and a description of such rights: none; The control mechanisms provided for in any employee shareholding system, when control rights are not exercised by the latter: none; Any agreements between shareholders of which the Company is aware and which may result in restrictions on the transfer of shares and the exercise of voting rights: the specific rights attached to the Market Shares (held by Accor and the Managing Director) and the Market Warrants are described in more details in section “Description of the Securities” of the Prospectus; The rules applicable to the appointment and replacement of members of the Board of Directors and to the amendment of the Company's articles of association: see the Company’s Bylaws and sections 2 and 3 of the Report on Corporate Governance (including with respect to the specific governance rights attached to the Founder Shares); The powers of the Board of Directors, in particular with regard to the issue or repurchase of shares: see section 13 of the Management Report and sections 3 and 10 of the Report on Corporate Governance; The agreements entered into by the Company that are amended or terminated in the event of a change of control of the Company, unless such disclosure, other than in the event of a legal obligation to disclose, would be seriously prejudicial to its interests: none; The agreements providing for compensation for members of the Board of Directors or employees if they resign or are dismissed without real and serious cause, or if their employment is terminated as a result of a takeover bid or exchange offer: none.
68 Accor Acquisition Company – 2022 Annual Financial Report 10. Summary table of current delegations of authority granted by the General Meeting with respect to capital transactions Shareholders have granted the Board of Directors the following authorizations (as of December 31, 2021): Type of authorization Date of authorization Nominal amount authorized Term and expiry date Utilization in fiscal year 2021 Issuance of shares and share equivalents Issuance of shares and share equivalents: Annual General Meeting of May 26, 2021 26 months as from the IBC Notice with pre-emptive subscription rights 15 th resolution €310,000 (1) Maximum nominal amount of debt securities: €620,000 by public offering without pre-emptive subscription rights 16 th resolution €185,000 (1) Maximum nominal amount of debt securities: €370,000 by restricted offering without pre-emptive subscription rights 17 th resolution €124,000 (1) Maximum nominal amount of debt securities: €248,000 in payment for contributed assets comprised of shares and share equivalents 18 th resolution €62,000 (3) by capitalizing reserves, retained earnings or additional paid-in capital 19 th resolution €50,000 by increasing the amount of any issues that are oversubscribed 20 th resolution 15% of the initial issue (or according to legislation prevailing on the issue date) Share buy-back and share capital reduction Share buy-back Annual General Meeting of May 26, 2021 22 nd resolution 10% of the share capital Maximum amount of the program: €900,000 18 months November 26, 2022 Reduction of capital by canceling treasury stock Annual General Meeting of May 26, 2021 13 th resolution 10% of the share capital (as determined on each cancellation date) 26 months July 26, 2023 On September 8, 2022, the Managing director, acting upon delegation, decided to proceed with a reduction of
69 Accor Acquisition Company – 2022 Annual Financial Report the share capital by cancelling 2,297,857 treasury Market Shares, in accordance with the 13th resolution of the General Meeting held on May 26, 2021 and the decision from the Board of Directors on April 29, 2022. (1) Subject to the global limit for capital increases of €2,275,000, in accordance with the 10 th and 15 th resolutions of the Annual General Meeting of May 26, 2021. (2) Qualified investors, as defined in Article 2 point (e) of Regulation (EU) 2017/1129 and in accordance with Article L. 411-2, 1° of the French Code monétaire et financier, inside or outside of France: investing in companies and businesses operating in the food and beverage, wellness, flexible working, entertainment and events and travel technology sectors; or meeting at least two of the three following criteria set forth under Article D. 533-11 of the French Code monétaire et financier, i.e., (i) a balance sheet total equal to or exceeding twenty (20) million euros, (ii) net revenues or net sales equal to or exceeding forty (40) million euros, and/or (iii) shareholders’ equity equal to or exceeding two (2) million euros. (3) Without exceeding any applicable limitation pursuant to the laws and regulations (being, as of the date hereof, 10% of the share capital).
70 Accor Acquisition Company – 2022 Annual Financial Report 11. Compensation 11.1. Chairman of the Board of Directors’ compensation a. 2023 Compensation Policy for the Chairman of the Board of Directors In accordance with the Prospectus, the Chairman of the Board of Directors is not entitled to any compensation provided that he is a non-independent director appointed upon proposal by the Founder. b. Compensation of the Chairman of the Board of Directors for 2022 Mr. Sébastien Bazin did not receive any compensation as Chairman of the Board of Directors of the Company in 2022. As a consequence, the only table expected from the AFEP-MEDEF Code and disclosed in this report with respect to Mr. Sébastien Bazin’s compensation as Chairman of the Board of Directors in 2022 is Table 1 (see section 11.4. a) below). Other tables required by the AFEP-MEDEF Code to reflect other potential compensation items of Mr. Sébastien Bazin were deemed unnecessary in this report. 11.2. Managing Director’s compensation The Company’s compensation policy for its Managing Director is determined by the Board of Directors, acting on the recommendation of the Appointments & Compensation Committee. The compensation policy of the Managing Director for 2022 along with the items of compensation paid to him in respect of fiscal 2021 were approved by the shareholders at the Company’s 2022 Annual General Meeting held on June 30 th , 2022. a. 2023 Compensation Policy for the Managing Director Upon the recommendation of the Appointments & Compensation Committee, and in accordance with the Prospectus, the Board of Directors decided, on April 27, 2023, to renew, without any change, the compensation policy for Mr. Amir Nahai. As a consequence, it confirmed the allocation to Mr. Amir Nahai, in his capacity as Managing Director, of a gross fixed compensation of €200,000 per year as well as a complementary healthcare coverage and death guarantee. This plan fees will amount to circa €16,000 for a full-year and will be paid by the Company and will be treated as benefit-in-kind to Mr. Nahai. Mr. Nahai is not entitled to receive any variable remuneration. b. Compensation of the Managing Director for 2022 In accordance with the compensation policy disclosed in the Prospectus, during fiscal year 2022, and as from the listing of the Company on Euronext, Mr. Amir Nahai, in his capacity as Managing Director, received a gross annual fixed compensation of €200,000 per year. In addition, upon recommendation of the Appointments & Compensation Committee, the Board of Directors decided to allow Mr. Nahai a complementary healthcare coverage and death guarantee. This plan fees amounts to circa 14,046,41€ for 2022 and is treated as benefit-in-kind to Mr. Nahai. As of December 31, 2022, Mr. Nahai owns 594,811 Founder Shares.
71 Accor Acquisition Company – 2022 Annual Financial Report 11.3. Directors’ Compensation a. 2023 Compensation policy for Directors In accordance with the 4 th resolution of the General Meeting held on May 26, 2021 and with the terms and conditions of the Prospectus, the compensation of the Board of Directors’ members amounts to a total compensation of €150,000 per year. The non-independent directors appointed upon proposal by the holders of the Founder Shares do not receive any compensation as directors. For 2022, and based upon the recommendation of the Appointments and Compensation Committee, the allocation rules for Directors’ compensation are as follows: the annual amount of directors' fees shall be divided into an amount set aside for the Board and an amount set aside for the Board Committees, as determined by the Board of Directors; one-third of the amount shall be used to pay the fixed portion of directors' fees; two-thirds of the amount shall be used to pay the variable portion of directors’ fees based on attendance rate Committee Chairmen receive a fixed portion of directors' fees equal to double the fixed portion payable to Committee members the Board of Directors may also decide to allocate an exceptional bonus for a given assignment or mandate to a director. b. Compensation of the Directors for 2022 Compensation to be paid to the Directors with respect to 2022 was set in accordance with the principles mentioned in the Prospectus, and amounted to a total of €150,000. Details of compensation paid to Directors individually are presented in section 11.4.c) below.
72 Accor Acquisition Company – 2022 Annual Financial Report 11.4. Summary of compensation for 2021 a. Total compensation paid to the Chairman of the Board of Directors and to the Managing Director over the two last fiscal years Table 1: Summary of compensation, options and performance shares awarded to the executive officer (Table 1 – AFEP-MEDEF Code) In euros 2020 2021 2022 Sébastien Bazin, Chairman of the Board of Directors Compensation awarded for fiscal year N/A N/A N/A Value of multi-year variable compensation awarded during the fiscal year N/A N/A N/A Value of stock options granted during the fiscal year N/A N/A N/A Value of performance shares granted during the fiscal year N/A N/A N/A Value of other long-term compensation plans N/A N/A N/A Total N/A N/A N/A In euros 2020 2021 2022 Amir Nahai, Managing Director Compensation awarded for fiscal year (see Table 2 for details) N/A 120,135.84 214,046.41 Value of multi-year variable compensation awarded during the fiscal year N/A N/A N/A Value of stock options granted during the fiscal year N/A N/A N/A Value of performance shares granted during the fiscal year N/A N/A N/A Value of other long-term compensation plans N/A N/A N/A Total N/A 120,135.84 214,046.41 b. Detailed compensation of the Managing Director over the two last fiscal years Table 2: Summary of compensation paid to the Executive Officer (Table 2 – AFEP-MEDEF Code) Amir Nahai, Managing Director 2021 2022 In euros Amounts awarded for 2021 Amounts paid in 2021 Amounts awarded for 2022 Amounts paid in 2022 Fixed compensation (1) 116,667 116,667 200,000 200,000 Annual variable compensation N/A N/A N/A N/A Multi-year variable compensation N/A N/A N/A N/A Exceptional bonus N/A N/A N/A N/A Compensation as member of the Board of Directors N/A N/A N/A N/A Benefits in kind 3,468.84 N/A 14,046.41 17,515.25 Total 120,135.84 116,667 214,046.41 217,512.25 The above amounts are presented in euros on a gross pre-tax basis. (1) The fixed compensation of the Managing Director is paid in the fiscal year in which it is earned.
73 Accor Acquisition Company – 2022 Annual Financial Report c. Detailed compensation of the Directors over the two last fiscal years Table 3: Compensation received by non-executive directors (Table 3 – AFEP-MEDEF Code) Compensation due pursuant to the fiscal year 2021 (1) 2022 ) In euros Variable amount Variable amount Variable amount Fixed amount Variable amount Total amount Sébastien Bazin (3)(4) N/A N/A N/A N/A N/A N/A Gaurav Bhushan (3) N/A N/A N/A N/A N/A N/A Ghislaine Doukhan 9,771.69 22,801.26 35,572.95 16 666,67 35,000 51,666,67 Shalini Hinduja 9,771.69 13,027.62 22,799.31 16 666,67 31,666.67 48,333.33 Jean-Jacques Morin (3) N/A N/A N/A N/A N/A N/A Natacha Valla 9,771.69 22,801.26 35,572.95 16 666,67 33,333,33 50,000 TOTAL 87,945.21 150,000 (1) Compensation due for fiscal year 2021 paid in fiscal year 2022. (2) Compensation due for fiscal year 2022 paid in fiscal year 2023. (3) Non-independent director appointed by Accor SA and receiving no compensation from the Company in this capacity. (4) Chairman of the Board of Directors.
74 Accor Acquisition Company – 2022 Annual Financial Report 11.5 Say-on-Pay tables submitted to the vote of the shareholders a) 2022 Say on pay of the Chairman of the Board of Directors Compensation paid in or awarded in respect of 2022 Amounts (or accounting value) submitted to the vote Description Annual fixed compensation N/A Mr. Sébastien Bazin is not entitled to receive any annual fixed compensation. Annual variable compensation N/A Mr. Sébastien Bazin is not entitled to receive any annual variable compensation. Exceptional bonus N/A Mr. Sébastien Bazin is not entitled to receive any exceptional bonus. Performance shares N/A Mr. Sébastien Bazin is not entitled to benefit from any performance shares. Compensation as a Director N/A Mr. Sébastien Bazin is not entitled to receive any compensation as a Director (formerly defined as “directors’ fees”). Benefits in kind N/A Mr. Sébastien Bazin is not entitled to receive any benefits in kind. Termination benefits N/A Mr. Sébastien Bazin is not entitled to receive any termination benefits. Non-compete indemnity N/A Mr. Sébastien Bazin does not benefit from any non-compete indemnity. Supplementary pension benefits N/A Mr. Sébastien Bazin is not entitled to receive any supplementary pension benefits.
75 Accor Acquisition Company – 2022 Annual Financial Report b) 2022 Say on pay of the Managing Director Compensation paid in or awarded in respect of 2022 Amounts (or accounting value) submitted to the vote Description Annual fixed compensation €200,000 In accordance with the provisions of the Prospectus, Mr. Amir Nahai receives a gross annual fixed compensation of €200,000 euros. Annual variable compensation N/A Mr. Amir Nahai is not entitled to receive any annual variable compensation. Exceptional bonus N/A Mr. Amir Nahai is not entitled to receive any exceptional bonus. Performance shares N/A Mr. Amir Nahai is not entitled to benefit from any performance shares. Compensation as a Director N/A Mr. Amir Nahai is not a Director of the Company. Benefits in kind 14,046.41 Mr. Amir Nahai benefitted from a health and death coverage in 2022 Termination benefits N/A Mr. Amir Nahai is not entitled to receive any termination benefits. Non-compete indemnity N/A Mr. Amir Nahai does not benefit from any non-compete indemnity. Supplementary pension benefits N/A Mr. Amir Nahai is not entitled to receive any supplementary pension benefits.
76 Accor Acquisition Company – 2022 Annual Financial Report 12. Miscellaneous information Name Accor Acquisition Company Registered office 82, rue Henri-Farman - 92130 Issy-les-Moulineaux. Website www.accoracquisitioncompany.com Legal form - Legislation Société anonyme with a Board of Directors incorporated under French law and governed by the French laws and regulations in force. Duration Date of incorporation: April 30, 2021. Expiry date: April 30, 2120, except in the event of early dissolution or extension in accordance with the Company’s by-laws and as provided for by the laws and regulations in force. Company’s purpose The Company’s purpose, both in France and in all other countries, are: - directly or indirectly carrying out any activities in the fields of Food and Beverage, Flexible Working, Wellness, Entertainment & Events and Travel Technology; - acquiring an interest in any company or other legal entity of any kind, whether within or outside France, constituted or to be constituted, as well as subscribing for, acquiring, contributing, exchanging, selling and any other transactions relating to stocks, shares, interests and any other financial securities and movable rights whatsoever in connection with the activities described above; - any administrative, financial, accounting, commercial, IT or management services for the benefit of the subsidiaries of the Company or any other companies in which it would hold an interest; and - more generally, any civil, commercial, industrial or financial transactions, or transactions in movable or immovable property that may relate, directly or indirectly, to any of the purposes set out above or to any other similar or related purpose. Registration of the Company 898 852 512 RCS Nanterre. APE Code : 56.10A LEI Code: 969500JI2HVV2LZYTU03
77 Accor Acquisition Company – 2022 Annual Financial Report Place where documents and information relating to the Company may be consulted Information concerning the Company, and in particular the bylaws, balance sheets, income statements, reports of the Board of Directors to the General Meetings and reports of the Statutory Auditor, may be consulted on request at the Company's registered office. Fiscal year From January 1 to December 31. Statutory Auditor PRICEWATERHOUSECOOPERS AUDIT, 63 rue de Villiers 92200 Neuilly-sur-Seine Represented by Cédric Haaser 672 006 483 RCS Nanterre First appointment on April 30, 2021
78 Accor Acquisition Company – 2022 Annual Financial Report Chapter 4 Financial statements for the fiscal year ended December 31, 2021 issued under French Gaap INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022
79 Accor Acquisition Company – 2022 Annual Financial Report CONTENTS 1. Income Statement ..................................................................................................................... 80 2. Balance Sheet ............................................................................................................................ 81 3. Notes to the annual financial statements ................................................................................. 82 NOTE 1. Accounting policies .................................................................................................... 82 NOTE 2. Significant events of the period ................................................................................ 84 NOTE 3. Intangible fixed assets ............................................................................................... 85 NOTE 4. Tangible fixed assets.................................................................................................. 85 NOTE 5. Long-term investments and loans ............................................................................. 85 NOTE 6. Depreciation and amortisation ................................................................................. 85 NOTE 7. Statement of receivables........................................................................................... 85 NOTE 8. Statement of payables............................................................................................... 85 NOTE 9. Provisions for liabilities and charges ......................................................................... 86 NOTE 10. Ending net cash position ........................................................................................... 86 NOTE 11. Shareholders’ equity ................................................................................................. 87 NOTE 12. Accrued expenses ...................................................................................................... 92 NOTE 13. Prepaid expenses....................................................................................................... 92 NOTE 14. Turnover .................................................................................................................... 92 NOTE 15. Operating costs.......................................................................................................... 92 NOTE 16. Average headcount ................................................................................................... 93 NOTE 17. Compensation ........................................................................................................... 94 NOTE 18. Financial result........................................................................................................... 94 NOTE 19. Extraordinary result ................................................................................................... 94 NOTE 20. Income tax ................................................................................................................. 95 NOTE 21. Off-balance sheet commitments ............................................................................... 95 NOTE 22. Increase or reduction in future tax liability ............................................................... 95 NOTE 23. Related-party transactions ........................................................................................ 95 NOTE 24. Other information ..................................................................................................... 96 NOTE 25. Post-closing events .................................................................................................... 96
80 Accor Acquisition Company – 2022 Annual Financial Report 1. INCOME STATEMENT December 31, December 31, (in thousands of euros) Notes 2021 2021 Turnover 13 - - Own work capitalised Other income and expense reallocated Amounts released from provisions Total operating income - Materials and goods consumed Other purchases and external expenses 14 1,328 762 Taxes and similar payments 14 525 16 Wages and salaries 14 200 117 Social security costs 14 124 61 Depreciation and amortisation charges 9 1,546 Transfers to provisions Other expenses 14 151 88 Total operating expenses 14 3,874 1,043 Operating income (3,874) (1,043) Financial income Amounts released from provisions Total financial income Interest and other charges 17 774 818 Transfers to provisions Total financial charges 774 818 Financial result 17 (774) (818) Income from continuing operations before income taxes (4,648) (1,861) Extraordinary income 18 - 170 Extraordinary expenses Extraordinary result 18 - 170 Employee profit sharing Corporate income tax 19 PROFIT OR LOSS FOR THE PERIOD (4,648) (1,690)
81 Accor Acquisition Company – 2022 Annual Financial Report 2. BALANCE SHEET Balance Sheet – Assets December 31, December 31, (in thousands of euros) Notes 2022 2021 Gross value Depreciation, amortisation, and impairment Net Intangible fixed assets 3 - - - - Tangible fixed assets 4 - - - - Long-term investments and loans 5 279,190 - 279,190 303,296 Capital assets 279,190 - 279,190 303,296 Stocks - - - - Trade accounts receivable - - - - Other accounts receivable 7 - - - 385 Short-term investments - - - - Cash and cash equivalents 9 1,336 - 1,336 2,340 Prepaid expenses 12 - - - 716 Current assets 1,336 - 1,336 3,440 TOTAL ASSETS 280,525 - 280,525 306,736 Balance Sheet – Equity & Liabilities December 31, December 31, (in thousands of euros) Notes 2022 2021 Share capital 10.1 351 374 Issue premium 10.3 284,189 297,437 Statutory reserve - - Profits or losses brought forward ( 1,690 ) - Profit or loss for the period ( 4,648 ) ( 1,690 ) Investment grants - - Additional tax-allowable depreciation reserves - - Total equity 10.4 278,202 296,121 Provisions for liabilities and charges 9 1,546 - Long-term loans and similar liabilities 8 - 353 Trade accounts payable 8 722 10,214 Tax and social security liabilities 8 55 48 Other liabilities - - Deferred income - - Total long-term loans and liabilities 777 10,615 TOTAL EQUITY & LIABILITIES 280,525 306,736
82 Accor Acquisition Company – 2022 Annual Financial Report 3. NOTES TO THE ANNUAL FINANCIAL STATEMENTS Accor Acquisition Company (“Company” or “AAC”) was incorporated on April 30, 2021, in the form of a public limited company (société anonyme) with a Board of Directors. Its SIREN identification number is 898 852 512. The Company’s share capital consists of 35,090,296 shares at December 31, 2022 for a total of €350,902.96. The Company’s registered office is located at 82 rue Henri Farman, 92130 Issy- les-Moulineaux, France. Accor Acquisition Company is a Special Purpose Acquisition Company (SPAC), sponsored by the Accor Group. The Company is listed on the professional segment of Euronext Paris under the symbol “AAC”. The associated Warrants are also listed on Euronext Paris under the symbol “AACW”. It was created with the aim of acquiring one or more companies in the food and beverage, wellness, flexible working, entertainment and events and travel technology sectors (referred to as “Initial Business Combination”). The accounts were closed on April 27, 2023, by the Board of Directors, at net realizable value according to the rules and methods described in note 1. The financial year lasted for 12 months, beginning on January 1, 2022, and ending on December 31, 2022. The 2021 financial year lasted for 8 months starting on April 30, 2021, and ending on December 31, 2021. NOTE 1. Accounting policies 1.1. General principles The annual financial statements of Accor Acquisition Company have been established at net realizable values, given that the business continuity is definitely compromised. 1.1.1 - Dissolution and Liquidation of the Company – Discontinuation of going concern principles and of certain general accounting principles Article 20 "DISSOLUTION" of the Company's bylaws states: "Unless an extension is decided in accordance with the conditions provided for by the laws and regulations in force, the Company shall be dissolved: - in the cases provided for by law; - at the end of the term of the Company as set forth in the Articles of Association; - within a period of three (3) months from the Initial Combination Deadline, in the absence of a Combination before the Initial Combination Deadline; - following a decision of the Extraordinary Shareholders' Meeting.” Since the end of 2022, in a market environment that has been significantly degraded and offering few opportunities, the management of the company continued its search for a target for a potential Initial Business Combination. However, no such project has been identified. During its meeting on April 27, 2023, which was the date of the financial statements' approval, the Board of Directors decided to buy back and cancel Market shares (through a capital decrease) after
83 Accor Acquisition Company – 2022 Annual Financial Report realizing that no Initial Merger would be concluded within the deadlines set by the company's bylaws. At the same meeting and prior to the closing of the financial statements, the Board of Directors decided that, following these operations, the shareholders of the Company would vote on its early dissolution and liquidation. As a result, the Company's financial statements have been prepared on a discontinuity basis, at net realizable value. The principles of continuity of methods and independence are no longer applicable. The recoverable value of the assets has been reduced to the likely realizable value, and the liabilities corresponding to all operating and liquidation costs to be incurred until the cessation of activity have been recognized in the accounts as of December 31, 2022. The Board of Directors announced on April 27, 2023, that the shareholders will vote on the early dissolution and liquidation of the company following the Market Share Buyback operations and capital reduction. After analysis and thorough review, the Board of directors did not identify any difficulties regarding the Company's ability to fulfil its obligations. Only significant information is expressed. Unless otherwise stated, amounts are expressed in thousands of euros and rounded to the nearest thousand. 1.1.2 - Estimates The preparation of financial statements in net realizable value requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual amounts may differ from those estimated. 1.2. Turnover Accor Acquisition Company did not generate any turnover during the period. 1.3. Long-term investments and loans Long-term investments and loans correspond to the escrow account and are prepared at net realizable value. 1.4. Prepaid expenses At December 31, 2022, prepaid expenses have not been valued, as the accounts are prepared at net realizable value. 1.5. Cash, The cash position consists of cash, bank demand deposits, and the liquidity contract account and are prepared at net realizable value. 1.6. Foreign currency transactions Expenses and income in foreign currencies are recorded at their euro equivalent at the date of the transaction. The Company did not engage in any foreign currency transactions
84 Accor Acquisition Company – 2022 Annual Financial Report 1.7. Debt and Provisions for liabilities and charges As the balance sheet has been prepared on a net realizable value basis, the liabilities take into account all the operating costs that will be incurred until the date of liquidation of the Company and take into account all the debts caused by this cessation of activity. The balance sheet, prepared in net realizable values, takes into account: - An estimate of all operating costs that will be incurred until the liquidation date of the Company; - And includes all debts caused by this cessation of activity. 1.8. Distinction between current and extraordinary income Extraordinary income and expenses on the income statement include extraordinary items arising from ordinary activities and extraordinary items. Exceptional items arising from ordinary activities are those that do not arise from the ordinary operations of the Accor Acquisition Company either because they are abnormal in amount or impact or because they occur rarely. The costs of operating and liquidating the company that relate to financial year 2023 have been recognized in operating income as of December 31, 2022. 1.9. Capital transaction costs Costs related to capital increases include commissions paid to underwriting agents and fees paid to lawyers, accountants, and other professionals. These costs have been deducted from equity through a charge to issue premiums since they are directly attributable to equity transactions. NOTE 2. Significant events of the period 2.1. Capital reduction Following the partial exercise of the over-allotment option by the Stabilizing Manager and as announced in the Prospectus, the Company has held 2,297,857 of its own Market Shares valued at a nominal of €0.01, purchased for a total of €22,978,570. On April 29, 2022, the Board of Directors decided, in accordance with the power delegation conferred by the General Meeting of May 26, 2021, to cancel these treasury shares. On September 8, 2022, the General Manager, acting upon delegation, decided to cancel these 2,297,857 shares through a reduction of the share capital for €22,978.57 and the share premium for €22,955,591.43.
85 Accor Acquisition Company – 2022 Annual Financial Report NOTE 3. Intangible fixed assets None. NOTE 4. Tangible fixed assets None. NOTE 5. Long-term investments and loans December 31, December 31, (in thousands of euros) Notes 2022 2021 Compte séquestre 279,190 280,317 Actions propres 2.1 22,979 Dépréciation TOTAL 279,190 303,296 NOTE 6. Depreciation and amortisation None. NOTE 7. Statement of receivables December 31, December 31, (in thousands of euros) Notes 2022 2021 TVA déductible 385 Prepaid expenses 716 TOTAL 0 1,101 NOTE 8. Statement of payables The statement of payables breaks down as follows:
86 Accor Acquisition Company – 2022 Annual Financial Report (in thousands of euros) Total 1 year or less 1 to 5 years More than 5 years Convertible bonds Other bonds Bank borrowings Miscellaneous borrowings and debts Trade payables 722 722 Employee-related payables 6 6 Social security liabilities 41 41 Other taxes 9 9 Groupe et associés Other liabilities Prepaid income TOTAL 777 777 NOTE 9. Provisions for liabilities and charges The provisions for risks and charges as of December 31, 2022 include the estimated operating costs yet to be incurred until cessation of activity, and are broken down as follows : December 31, (in thousands of euros) 2022 Other purchases and external expenses 1,099 Other expenses 75 Wages and salaries Social security costs 188 Taxes and similar payments 184 Total estimated costs to be incurred until liquidation 1,546 Actual results may differ from these estimates. NOTE 10. Ending net cash position The ending net cash position breaks down as follows: December 31 December 31 (in thousands of euros) 2022 2021 Cash and cash equivalents 1,336 2,340 Accrued interest assets Special bank credit facilities Accrued interest liabilities ( 353 ) Net cash position 1,336 1,987
87 Accor Acquisition Company – 2022 Annual Financial Report NOTE 11. Shareholders’ equity 11.1. Composition of share capital The number of shares changed as follows in 2022: Number of Founder Shares Number of Market Shares Cancellation during the period Total shares Issuance to Accor SA (1) 5,353,299 5,353,299 Issuance to the Managing Director (1) 594,811 594,811 Prior to the Offering (1) : 5,948,110 5,948,110 Issuance to Accor SA, in the form of Units (1) 1,440,043 1,440,043 Issuance to Accor SA, within the IPO 1,833,333 1,833,333 Issuance to other investors, within the IPO 25,666,666 25,666,666 Completion of the Offering: 1,440,043 27,500,000 28,940,043 Issuance to Accor SA, in the form of Units 166,667 166,667 Issuance to other investors, in the form of Units 35,476 35,476 Issuance of Units in connection with the over- allotment period 2,297,857 ( 2,297,857 ) 0 Result of the stabilization period: 2,500,000 ( 2,297,857 ) 202,143 Shares composing share capital at year-end 7,388,153 30 000 000 ( 2 297 857 ) 35,090,296 (1) Following the buy-back and cancellations carried out in September 2021 The shares all have a nominal value of €0.01. The share capital consists of two share classes: Founder Shares (class A preference shares) At December 31, 2022, the share capital consisted of 7,388,153 Founder Shares. These shares are held by: Accor for 5,353,299 shares issued at par value (€0.01) The Managing Director of the Company for 594,811 shares issued at par value (€0.01) Accor for 1,440,043 shares issued in the form of Founder Units at a price of €10. One Founder Share and one Founder Warrant were attached to each Founder Unit.
88 Accor Acquisition Company – 2022 Annual Financial Report The Founder Shares are neither admitted to trading on a regulated market nor transferable. They are convertible into ordinary shares at the option of their holder at any time as from the completion of a business combination, at a conversion rate of one to one. The Founder Shares entitle their holder to voting rights, including certain governance rights relating to the appointment of directors of the Company. In the event of liquidation, the Founder Shares will be entitled to the liquidation surplus, if any, after distribution of this surplus to the holders of Market Shares for a maximum amount equal to the amount of the issue premium. Market Shares (class B preference shares) At December 31, 2022, the share capital consisted of 27,702,143 Market Shares, issued at a unit price of €10 per Market Unit, each consisting of one Market Share and one Market Warrant. The Market Shares give their holder voting rights, including a right to approve, at a special meeting, the Initial Business Combination by a majority representing two thirds of the votes of the holders of Market Shares. In the event of an Initial Business Combination, the holders of Market Shares may request redemption in cash at the price of €10 per share. In the event of an Initial Business Combination, Market Shares not redeemed will be automatically converted into ordinary shares (on a one-for-one basis). If no Initial Business Combination is completed within 24 months of the IPO and no decision is taken to extend the deadline nor to buy them back in accordance with the Company’s by-laws, Accor Acquisition Company will be liquidated. In the event of liquidation, the liquidation surplus will first be distributed to the holders of Market Shares up to a limit of €10 per share. Ordinary shares The share capital does not include any ordinary shares as of December 31, 2022. Own shares As of December 31, 2021, the Company held 2,297,857 Market Shares and Market Warrants, acquired from Accor during the period at a price of €10 per Market Unit, with each Market Unit consisting of one Market Share and one Market Warrant. On April 29, 2022, the Board of Directors decided, in accordance with the power delegation conferred by the General Meeting of May 26, 2021, to cancel these treasury shares. On September 8, 2022, the General Manager, acting upon delegation, decided to reduce the capital by 2,297,857 Market Shares. As a result, the capital was reduced by €2,978.57 and the share premium was reduced by €22,955,591.43.
89 Accor Acquisition Company – 2022 Annual Financial Report Warrants and options Number of Founder Warrants Number of Market Warrants Forward Purchase Warrants Total Warrants Issuance to Accor SA Issuance to the Managing Director Prior to the Offering: 0 0 0 Issuance to Accor SA, in the form of Units 1,440,043 1,440,043 Issuance to Accor SA, within the IPO 1,833,333 1,833,333 Issuance to other investors, within the IPO 25,666,666 25,666,666 Completion of the Offering: 1,440,043 27,500,000 28,940,043 Issuance to Accor SA, in the form of Units 166,667 166,667 Issuance to other investors, in the form of Units 35,476 35,476 Consequence of the stabilization period: 202,143 202,143 Issuance to Accor SA 10,000,000 10,000,000 Warrants at year-end 1,440,043 27,702,143 10,000,000 39,142,186 As of December 31, 2022, none of the outstanding share warrants were exercised. The exercise of all outstanding warrants would allow 9,714,062 ordinary shares and 10,000,000 founder units to be created. Market Warrants At December 31, 2022, 27,702,143 Market Warrants were outstanding, all issued during the period. These Market Warrants entitle their holders to purchase 9,234,048 ordinary shares (on the basis of three Market Warrants for one ordinary share) at €11.5 per share. The Market Warrants are exercisable for a period of 5 years from the date of the Initial Business Combination. As from the Initial Business Combination, the Company is entitled to buy back the Market Warrants at the nominal price if their market price exceeds €18 per share. Founder Warrants At December 31, 2022, 1,440,043 Founder Warrants were outstanding, all issued during the period. These Founder Warrants entitle their holder to purchase 480,014 ordinary shares (3 Founder Warrants for 1 ordinary share) at a price of €11.5 per share. The Founder Warrants are exercisable for a period of 5 years from the date of the Initial Business Combination. Forward Purchase Warrants
90 Accor Acquisition Company – 2022 Annual Financial Report The Company issued warrants (“Forward Purchase Warrants”) subscribed by Accor SA for €0.01. These warrants allow Accor to buy 10,000,000 Founder Units (each Unit consisting of one Founder Share and one Founder Warrant) at a strike price of €10 per Unit. The exercise period begins upon notification of an Initial Business Combination proposal and ends immediately before the special meetings of shareholders convened to approve the first Initial Business Combination proposal. The effective exercise of the warrants is subject to the completion of the Initial Business Combination. 11.2. Shareholding Shares % of capital Theoretical voting rights % of the theoretical voting rights Voting rights exercisable at the General Meeting % of the voting rights exercisable at the General Meeting Accor 8,793,342 25.06% 8,793,342 25.06% 8,793,342 25.06% JP Morgan Chase & Co 5,536,345 15.78% 5,536,345 15.78% 5,536,345 15.78% The Goldman Sachs Group, Inc. 4,235,012 12.07% 4,235,012 12.07% 4,235,012 12.07% Sona Asset Management (UK) LLP 2,241,452 6.39% 2,241,452 6.39% 2,241,452 6.39% Barclays PLC 2,217,634 6.32% 2,217,634 6.32% 2,217,634 6.32% Other shareholders 12,066,511 34.39% 12,066,511 34.39% 12,066,511 34.39% TOTAL 35,090,296 100% 35,090,296 100% 35,090,296 100% 11.3. Issue premiums December 31 December 31 (in thousands of euros) Note 2022 2021 Issue of 1,486,000 Founder Shares 14,845 14,845 Issue of 2,500,000 Market Shares 24,975 24,975 Issue of 27,500,000 Market Shares 274,725 274,725 Issue of 10,000,000 Warrants 100 100 Share buybacks ( 459 ) ( 459 ) Cancellation of Shares during the period 2.1 ( 22,956 ) ,189Issue premium before costs 291,231 314,186 Costs charged to the issue premium ( 7,041 ) ( 16,749 ) Issue premium after costs 284,189 297,437
91 Accor Acquisition Company – 2022 Annual Financial Report As of December 31, 2021, the expenses charged against the share premium included expenses to be paid in the event that the Company carries out an Initial Business Combination. As of December 31, 2022, since no combination had occurred, the expenses charged against the share premium were adjusted downwards by €9,708 thousand corresponding to these fees. As of December 31, 2022, the corresponding provision was reversed. The expenses charged against the share premium therefore amount to €7,041 thousand. 11.4. Change in equity (in thousands of euros) Number of shares Share capital Share premium and other reserves Retained earnings/ (Deferred losses) Net profit (loss) for the period Equity Equity at the creation of the Company 3,700,000 37 37 Issuance of shares to Accors SA 2,672,000 27 27 Issuance of shares to the Managing Director 708,000 7 7 Issuance of Units in connection with the IPO 27,500,000 275 274,725 275,000 Issuance of Units to Accor SA 1,486,000 15 14,845 14,860 Issuance of Units in connection with the over-allotment period 2,500,000 25 24,975 25,000 Buyback and cancellation of shares ( 1,177,847 ) ( 12) ( 459 ) ( 471 ) Costs linked to capital increases (1) ( 16,749 ) ( 16,749 ) Warrants issued 100 100 Comprehensive income ( 1,690 ) ( 1,690 ) Equity at the year-end December 31st, 2021 37,388,153 374 297,437 ( 1,690 ) 296,121 Cancellation of own Shares (2,297,857) ( 23 ) ( 22,956 ) ( 22,979 ) Income allocation ( 1,690 ) 1,690 Expenses related to capital increases (2) 9,708 9,708 Comprehensive income ( 4,648 ) ( 4,648 ) Equity at the year-end December 31st, 2022 35,090,296 351 284,189 ( 1,690 ) ( 4,648 ) 278,202
92 Accor Acquisition Company – 2022 Annual Financial Report (1) In the absence of certainty about the recovery of the company’s tax deficit, corporate income tax was not taken into account in assessing the amount of capital increase costs charged to the issue premium. (2) See Note 10.3 above NOTE 12. Accrued expenses December 31, December 31, (in thousands of euros) 2022 2021 Accrued interest payable - 353 Trade payables 152 9,838 Tax liabilities 2 4 Social security liabilities 39 18 Other liabilities Accrued expenses 184 10,213 NOTE 13. Prepaid expenses The amount of unrecorded prepaid expenses due to the preparation of financial statements in net realizable value amounts to 215 thousand euros. NOTE 14. Turnover Accor Acquisition Company generated no turnover as of December 31, 2022. NOTE 15. Operating costs Operating expenses break down as follows: December 31, December 31, (in thousands of euros) 2022 2021 Other purchases and external expenses 1 328 762 Taxes and similar payments 525 16 Wages and salaries 200 117 Social security costs 124 61 Depreciation and amortization charges on fixed assets 1 546 Other expenses 151 88 TOTAL 3,874 1,043
93 Accor Acquisition Company – 2022 Annual Financial Report The amount of statutory auditor’s fees for the certification of the annual and half-yearly financial statements for the 2022 fiscal year is €40,000 excluding tax. The estimated operating costs remaining to be incurred until cessation of activity included in the above expense items are as follows: December 31 (in thousands of euros) 2022 Other purchases and external expenses 1,099 Other expenses 75 Wages and salaries Social security costs included 188 Taxes and similar payments 184 Total estimated costs to be incurred until liquidation 1,546 Furthermore, prepaid expenses as of December 31, 2022, mainly corresponding to insurance premiums, have been recognized as expenses for an amount of €215 000. Other purchases and external expenses consist of the following expenses: December 31 December 31 (in thousands of euros) 2022 2021 Insurance 922 296 Accor Group services 591 215 Professional fees 773 212 Entertainment expenses 100 27 Other 41 12 TOTAL 2,427 762 NOTE 16. Average headcount The average headcount was zero over the period. The Company has one paid corporate officer.
94 Accor Acquisition Company – 2022 Annual Financial Report NOTE 17. Compensation December 31 December 31 (in thousands of euros) 2022 2021 Director's fees 225 88 Gross compensation of Managing Director 340 117 Total compensation 565 204 The remuneration of the Chief Executive Officer includes in particular travel expenses incurred. NOTE 18. Financial result Financial income includes the following: December 31 December 31 (in thousands of euros) 2022 2021 Interest and other financial income Net income from sales of short-term investments Total financial income - - Interest and other financial charges ( 774 ) ( 818 ) Net charges from sales of short-term investments Total financial charges ( 774 ) ( 818 ) Financial result ( 774 ) ( 818 ) Interest and other financial charges correspond to the negative interest applied to the sums deposited in the Escrow Account. Since August 2022, the Company will no longer incur negative interests due to rate hikes. NOTE 19. Extraordinary result December 31 December 31 (in thousands of euros) 2022 2021 Proceeds from the sale of own shares - 170 Other extraordinary income Extraordinary result - 170
95 Accor Acquisition Company – 2022 Annual Financial Report NOTE 20. Income tax Accor Acquisition Company’s taxable income was a deficit of 2,739 thousand of euros as of December 31, 2022. NOTE 21. Off-balance sheet commitments The company committed to refund subscribers in case the Initial Business Combination does not occur. The amount of the refund to be made would be 277,021,430 euros. NOTE 22. Increase or reduction in future tax liability December 31 December 31 (in thousands of euros) 2022 2021 Increase in future tax liability Employer’s contribution to the construction effort Social solidarity contribution Acquisition costs on equity investments Reduction in future tax liability Tax loss carryforwards (11,386) (18,354) Tax liability (11,386) (18,354) NOTE 23. Related-party transactions December 31 December 31 (in thousands of euros) 2022 2021 Provision of premises, administrative, accounting, financial, legal, human resources, technical (including IT), and commercial services, as necessary for the Recipient’s activities proper functioning 591 215 Related-party transactions between the Company and Accor SA 591 215
96 Accor Acquisition Company – 2022 Annual Financial Report NOTE 24. Other information The company's accounts have been established on a net realizable value basis, and therefore the company will not generate any taxable revenue. As a result, the previously considered recoverable VAT has been recognized as expenses for a total amount of 662 thousand euros. NOTE 25. Post-closing events The Board of Directors announced on April 27, 2023, that the shareholders of the Company will vote on the early dissolution and liquidation of the company following the Market Share Buyback operations and capital reduction. The consequences of this decision are indicated in the accounting principles and methods in section 1.1.1.
97 Accor Acquisition Company – 2022 Annual Financial Report Chapter 5 Statutory Auditor’s report on the Financial statements for the fiscal year ended December 31, 2021 issued under French Gaap This is a free translation into English of the Statutory Auditors’ report on the Financial statements for the year ended December 31, 2022 in accordance with French accounting principles issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. STATUTORY AUDITOR’S REPORT ON THE FINANCIAL STATEMENTS (Year ended December 31, 2022) To the annual general meeting ACCOR ACQUISITION COMPANY S.A. 82 rue Henri Farman 92130 Issy-les-Moulineaux Opinion In compliance with the engagement entrusted to us by your articles of incorporation, we have audited the accompanying financial statements of ACCOR ACQUISITION COMPANY for the year ended December 31, 2022. In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at December 31, 2022, and of the results of its operations for the year then ended in accordance with French accounting principles. The audit opinion expressed above is consistent with our report to the Audit Committee. Basis for Opinion Audit Framework We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Statutory Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.
98 Accor Acquisition Company – 2022 Annual Financial Report Independence We conducted our audit engagement in compliance with independence requirements of the French Commercial Code (code de commerce) and the French Code of Ethics (code de déontologie) for statutory auditors, for the period from January 1, 2022, to the date of our report and specifically we did not provide any prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No 537/2014. Emphasis of Matter Without qualifying the opinion expressed above, we draw your attention to notes below in the appendix to the financial statements: the note 1.1.1 “Dissolution and liquidation of the Company” which sets out the reasons for the discontinuation of the going concern principle which led to closing the accounts in net realizable values; the note 11 “Shareholder’ equity” which describes the specificities of your company’s financing and equity instruments and structure. Justification of Assessments - Key Audit Matters In accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French Commercial Code relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the financial statements of the current period, as well as how we addressed those risks. We have considered that there was no key audit matter to be disclosed in our report. Specific verifications We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and regulations. Information given in the management report and in the other documents with respect to the financial position and the financial statements provided to the Shareholders We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the management report of the Board of Directors and in the other documents with respect to the financial position and the financial statements provided to the Shareholders. We attest the fair presentation and the consistency with the financial statements of the information relating to the payment deadlines mentioned in Article D.441-4 of the French Commercial Code.
99 Accor Acquisition Company – 2022 Annual Financial Report Information relating to corporate governance We attest that the Board of Directors’ report on corporate governance sets out the information required by Articles L.225-37-4, L.22-10-10 and L.22-10-9 of the French Commercial Code. Concerning the information given in accordance with the requirements of Article L.22-10-9 of the French Commercial Code relating to remunerations and benefits received by the directors and any other commitments made in their favour, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your company from controlling and controlled companies. Based on these procedures, we attest the accuracy and fair presentation of this information. With respect to the information relating to items that your company considered likely to have an impact in the event of a takeover bid or exchange offer, provided pursuant to Article L.22-10-11 of the French Commercial Code, we have agreed this information to the source documents communicated to us. Based on these procedures, we have no observations to make on this information. Other information In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests and the identity of the shareholders and holders of the voting rights. Report on Other Legal and Regulatory Requirements Format of presentation of the financial statements included in the annual financial report We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by the statutory auditor relating to the annual and consolidated financial statements presented in the European single electronic format, that the presentation of the financial statements included in the annual financial report mentioned in Article L. 451-1-2, I of the French Monetary and Financial Code (code monétaire et financier), prepared under the responsibility of the Managing Director, complies with the single electronic format defined in the European Delegated Regulation No 2019/815 of 17 December 2018. Based on the work we have performed, we conclude that the presentation of the financial statements included in the annual financial report complies, in all material respects, with the European single electronic format. Appointment of the Statutory Auditors We were appointed as statutory auditor of ACCOR ACQUISITION COMPANY by your articles of incorporation dated April 28, 2021. As at December 31, 2022, we were in the second year of total uninterrupted engagement, since securities of the Company were admitted to trading on a regulated market.
100 Accor Acquisition Company – 2022 Annual Financial Report Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting principles and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations. The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risks management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures. The financial statements were approved by the Board of Directors. Statutory Auditor’s Responsibilities for the Audit of the Financial Statements Objectives and audit approach Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As specified in Article L.823-10-1 of the French Commercial Code (code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company. As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore: Identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management in the financial statements. Assesses the appropriateness of management’s use of the going concern basis of accounting
101 Accor Acquisition Company – 2022 Annual Financial Report and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein. Evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation. Report to the Audit Committee We submit a report to the Audit Committee, which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting procedures that we have identified. Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the financial statements of the current period and which are therefore the key audit matters that we are required to describe in this report. We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L.822-10 to L.822-14 of the French Commercial Code (code de commerce) and in the French Code of Ethics (code de déontologie) for statutory auditors. Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards. Neuilly-sur-Seine, April 27, 2023 The statutory auditor PricewaterhouseCoopers Audit Cédric Haaser
102 Accor Acquisition Company – 2022 Annual Financial Report Chapter 6 Financial statements for the fiscal year ended December 31, 2021 issued under IFRS accounting principles FINANCIAL STATEMENTS UNDER IFRS STANDARDS AT DECEMBER 31, 2022
103 Accor Acquisition Company – 2022 Annual Financial Report SUMMARY 1. Income statement ................................................................................................................... 104 2. Statement of comprehensive income ..................................................................................... 105 3. Statement of financial position ............................................................................................... 106 4. Statement of cash flows .......................................................................................................... 107 5. Statement of changes in equity............................................................................................... 108 6. Notes to the financial statements ........................................................................................... 109 NOTE 1. General information ................................................................................................ 109 NOTE 2. Significant events in the current period .................................................................. 109 NOTE 3. Basis of preparation................................................................................................. 109 NOTE 4. Summary of significant accounting methods .......................................................... 111 NOTE 5. Financial risk management...................................................................................... 113 NOTE 6. Segment information............................................................................................... 114 NOTE 7. Income and expenses .............................................................................................. 114 NOTE 8. Earnings (loss) per share.......................................................................................... 115 NOTE 9. Other current assets and prepaid expenses............................................................ 115 NOTE 10. Current liabilities ..................................................................................................... 116 NOTE 11. Financial assets and liabilities.................................................................................. 116 NOTE 12. Equity ....................................................................................................................... 117 NOTE 13. Off -balance sheet commitments ............................................................................ 120 NOTE 14. Auditor’s fees........................................................................................................... 120 NOTE 15. Related parties ........................................................................................................ 120 NOTE 16. Post-closing events .................................................................................................. 121
104 Accor Acquisition Company – 2022 Annual Financial Report 1. INCOME STATEMENT December 31 December 31 (in thousands of euros) Notes 2022 2021 Revenue 7 External purchases 7.1 ( 1,113 ) ( 762 ) Other operating expenses 7.2 ( 151 ) ( 88 ) Labor expenses 7.3 ( 324 ) ( 177 ) Taxes and duties ( 525 ) ( 16 ) Net operating income (loss) ( 2,112 ) ( 1,043 ) Interest on debts related to financed assets 7.4 ( 774 ) ( 818 ) Net financiel income (loss) ( 774 ) ( 818 ) Income tax 7.5 Profit (loss) for the period 2,886 ) ( 1,861 ) - attributable to the owners of the Company ( 0,08 ) ( 0,05 ) - attributable to non-controlling interests Earnings (loss) per share attributable to the owners of the Company Basic earnings (loss) per share ( 0,08 ) ( 0,05 ) Diluted earnings (loss) per share ( 0,08 ) ( 0,05 )
105 Accor Acquisition Company – 2022 Annual Financial Report 2. STATEMENT OF COMPREHENSIVE INCOME December 31 December 31 (in thousands of euros) Notes 2022 2021 Profit (loss) for the period ( 2,886 ) (1,861) Items that may be subsequently reclassified to profit or loss Other comprehensive income for the period Total comprehensive income ( 2,886 ) (1,861) - attributable to the owners of the Company ( 2,886 ) (1,861)
106 Accor Acquisition Company – 2022 Annual Financial Report 3. STATEMENT OF FINANCIAL POSITION Assets December 31 December 31 (in thousands of euros) Notes 2022 2021 Non-current assets - - Other current assets 9 385 Prepaid expenses 9 215 716 Restricted cash 11.1 279,190 280,317 Cash and cash equivalents 11.2 1,336 2,340 Current assets 280,741 283,758 Total assets 280,741 283,758 Equity and liabilities December 31 December 31 (in thousands of euros) Notes 2022 2021 Share capital 12.1 351 374 Share premium and other reserves 12.3 284,360 297,607 Treasury shares 12.4 - ( 22,979 ) Retained earnings/Deferred losses ( 1,861 ) - Profit (loss) for the period ( 2,886 ) ( 1,861 ) Equity attribuable to the owners of the Company 279,964 273,142 Equity attribuable to non-controlling interest - - Total equity 279,964 273,142 Total non -current liabilities 13 Trade and other payables 10 722 10,252 Other current liabilites 11 - 353 Taxes payable 10 55 10 Total current liabilities 777 10,616 Total liabilities and equity 280,741 283,758
107 Accor Acquisition Company – 2022 Annual Financial Report 4. STATEMENT OF CASH FLOWS (in thousands of euros) Notes December 31 2022 December 31 2021 Profit (loss) for the period (including non-controlling interests) (2,886) ( 1,861 ) Changes in working capital requirements ● increase (decase) of trade payables 224 542 ● increase (decrease) of tax and employee-related payables 384 ( 375 ) ● net change in other operating assets and liabilities 501 ( 716 ) ● interest expense, net 774 818 Net generated cash from (used in) operating activities (a) ( 1,004 ) ( 1,591 ) Restricted cash on escrow account 0 ( 280,317 ) Negative interest coverage from escrow account 1,127 0 Net generated cash from (used in) investing activities (b) 1,127 ( 280,317 ) Capital increase of the Company - Gross proceeds from share issuance and warrant 0 314,560 - Transaction costs 0 ( 7,039 ) - Negative interest ( 1,127 ) ( 465 ) Disposal (acquisition) of Treasury shares 0 ( 22,809 ) Net generated cash from (used in) financing activities (c) ( 1,127 ) 284,247 Net change in cash and cash equivalents (a)+(b)+(c) ( 1,004 ) 2,340 Cash and cash equivalents at the beginning of the period (d) 2,340 Cash and cash equivalents at year-end (A + B + C + D) 1,336 2,340
108 Accor Acquisition Company – 2022 Annual Financial Report 5. STATEMENT OF CHANGES IN EQUITY (in thousands of euros) Number of shares Share capital Share premium and other reserves Treasury shares Retained earnings/ (Deferred losses) Net profit (loss) for the period Equity attributable to owners Equity at the creation of the Company 3,700,000 37 37 Issuance of shares to Accors SA 2,672,000 27 27 Issuance of shares to the Managing Director 708,000 7 7 Issuance of Units in connection with the IPO 27,500,000 275 274,725 275,000 Issuance of Units to Accor SA 1,486,000 15 14,845 14,860 Issuance of Units in connection with the over- allotment period 2,500,000 25 24,975 25,000 Buyback and cancellation of shares ( 1,177,847 ) ( 12 ) ( 459 ) ( 471 ) Costs linked to capital increases ( 16,749 ) ( 16,749 ) Warrants issued 100 100 Treasury shares buyback 170 ( 22,979 ) ( 22,809 ) Comprehensive income ( 1,861 ) ( 1,861 ) Equity at the year-end December 31st, 2021 37,388,153 374 297,607 ( 22,979 ) ( 1,861 ) 273,142 Cancellation of own Shares ( 2,297,857 ) ( 23 ) ( 22,956 ) 22,979 - Distribution of the profit/loss ( 1,861 ) 1,861 - Expenses related to capital increases (Note 10) 9,708 9,708 Comprehensive income ( 2,886 ) ( 2,886 ) Equity at the year-end December 31st, 2022 35,090,296 351 284,360 - ( 1,861 ) ( 2,886 ) 279,964
109 Accor Acquisition Company – 2022 Annual Financial Report 6. NOTES TO THE FINANCIAL STATEMENTS NOTE 1. General information Accor Acquisition Company S.A. (hereafter the “Company”) was incorporated by Accor S.A. (the “Founder”) on April 30, 2021 as a limited liability company with a Board of Directors (société anonyme à Conseil d’administration), governed by French law, and is registered with the Registry of Commerce and Companies under number R.C.S. 898 852 512. The registered office of the Company is located at 82 rue Henri Farman, 92130 Issy-les-Moulineaux, FRANCE. The Company is listed on Euronext Paris under the ticker symbols “AAC”. The associated Warrants are listed on Euronext Paris under the ticker symbol “AACW”. The Company is a “SPAC” (Special Purpose Acquisition Company). It was formed for the purpose of carrying out an initial business combination (“Initial Business Combination”) by acquiring one, or more, target operating businesses or companies. The Company completed an Initial Public Offering of Market Units as defined below, in May 2021. The Company has 24 months from the Initial Public Offering (“IPO”) date to complete the Initial Business Combination (or any longer period as may be decided by the shareholders’ general meeting). The fiscal year had a duration of 12 months, beginning on January 1, 2022 and ending on December 31, 2022. The fiscal year ended December 31, 2021 was 8 months and 1 day, beginning on April 30, 2021 and ending on December 31, 2021. NOTE 2. Significant events in the current period 2.1. Capital reduction Following the partial exercise of the over-allotment option by the Stabilizing Manager and as announced in the Prospectus, the Company has held 2,297,857 of its own Market Shares valued at a nominal of €0.01, purchased for a total of €22,978,570. On April 29, 2022, the Board of Directors decided, in accordance with the power delegation conferred by the General Meeting of May 26, 2021, to cancel these treasury shares. On September 8, 2022, General Manager, acting upon delegation, decided to cancel these 2,297,857 shares through a reduction of the share capital for €22,978.57 and the share premium for €22,955,591.43. NOTE 3. Basis of preparation 3.1. Accounting framework These financial statements have been prepared in accordance with IFRS standards as published by the IASB and adopted by the European Union. They have been prepared for the twleve-months period
110 Accor Acquisition Company – 2022 Annual Financial Report from January 1 st , 2022, to December 31, 2022. They were examined by the Company's Board of Directors on April 27, 2023. 3.2. Dissolution and Liquidation of the Company – Discontinuation of going concern principles Article 20 "DISSOLUTION" of the Company's bylaws states: "Unless an extension is decided in accordance with the conditions provided for by the laws and regulations in force, the Company shall be dissolved: - in the cases provided for by law; - at the end of the term of the Company as set forth in the Articles of Association; - within a period of three (3) months from the Initial Combination Deadline, in the absence of a Combination before the Initial Combination Deadline; - following a decision of the Extraordinary Shareholders' Meeting.” Since the end of 2022, in a market environment that has been significantly degraded and offering few opportunities, the management of the company continued its search for a target for a potential Initial Business Combination. However, no such project has been identified. During its meeting on April 27, 2023, which was the date of the financial statements' approval, the Board of Directors decided to buy back and cancel Market shares (through a capital decrease) after realizing that no Initial Merger would be concluded within the deadlines set by the company's bylaws. At the same meeting and prior to the closing of the financial statements, the Board of Directors decided that, following these operations, the shareholders of the Company would vote on its early dissolution and liquidation. As a result, the Company's financial statements have been prepared on a discontinuity basis. The accounting policy used for the preparation of the financial statements is equivalent to the accounting policy on a going concern basis. However, the assessment of the Company's assets and liabilities was carried out considering the observation of the discontinuity basis described above. The main impacts are explained in each of the relevant notes. Consequences of the decisions of the Board of Directors of April 27, 2023: The escrow account will be released to proceed with the mandatory buyback of all Market shares at a price of €10 per share. The Market Warrants and Founder Warrants, will automatically expire in the context of the liquidation. After analysis and thorough review, the Board did not identify any difficulties regarding the Company's ability to fulfil its obligations. The estimated operating costs remaining to be incurred until cessation of activity included in the above expense items are as follows:
111 Accor Acquisition Company – 2022 Annual Financial Report December 31 (in thousands of euros) 2022 Other purchases and external expenses 1,099 Other expenses 75 Wages and salaries Social security costs included 188 Taxes and similar payments 184 Total estimated costs to be incurred until liquidation 1,546 These estimated costs take into account: - An estimate of all operating costs that will be incurred until the liquidation date of the Company; - And includes all debts caused by this cessation of activity. Furthermore, prepaid expenses as of December 31, 2022, mainly corresponding to insurance premiums, have been recognized as expenses for an amount of €215 000. Actual results may differ from these estimates. NOTE 4. Summary of significant accounting methods 4.1. Use of estimates and judgments The preparation of Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the Financial Statements are as follow: Recognition of deferred tax assets The cumulative amount of tax loss carryforwards as of December 31, 2022, is €11,385 thousand. The Company did not recognize any deferred tax asset related to tax loss carryforwards because no tax losses are expected to be used against future taxable profits Equity classification of Market Shares The Market Shares are redeemable for cash at €10 per share, at the request of the holder, if an Initial Business Combination is approved by the Company’s Board of Directors and shareholders and is eventually completed. In addition, if no Initial Business Combination is completed within 24 months
112 Accor Acquisition Company – 2022 Annual Financial Report from IPO, the Company will liquidate, unless the shareholders decide to extend the life of the Company, which they can do so indefinitely. The Company determined that the Market Shares do not meet the definition of a financial liability under IAS 32 because (i) the Company has the ability to approve or reject an Initial Business Combination and therefore can unilaterally avoid the exercise of the redemption rights and (ii) the Company has discretion in avoiding liquidation by extending its life beyond the initial 24-month period. Accordingly, the Market shares have been classified as equity instruments. Issuance of equity shares to Founder The Company determined that the issuance of 6.4 million shares to Founder and 0.7 million shares to the Managing Director at par value fall in the scope of IFRS 2, Share-Based Payments, reflecting equity instruments issued in exchange for services, including services related to the preparation and completion of the Initial Business Combination. The Company determined that the mutual understanding on the terms and conditions of the awards will only occur when the terms of the Initial Business Combination are approved.. As long as this condition is not met, no compensation expense is recognized. 4.2. Transaction costs Transaction costs associated with the issuance of equity instruments are accounted for as a deduction from equity to the extent that they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided. The costs of an equity transaction that is abandoned are recognised as an expense. Transaction costs include commissions paid to underwriting agents, fees paid to legal, accounting and other professional advisers, registration and other regulatory fees. 4.3. Corporate income tax Deferred tax is calculated whenever there are temporary differences between the tax basis of assets and liabilities and their accounting basis, using the balance sheet liability method. Deferred tax is measured using the tax rate enacted at the closing date and which will also apply when the temporary differences reverse. Deferred tax assets are only recognized to the extent it is probable that the entities will be able to generate taxable profit against which they can be used. 4.4. Earnings (loss) per share Earnings (loss) per share are calculated in accordance with the IAS 33 standard. Earnings (loss) per share are obtained from the weighted average number of outstanding shares during the financial year, minus the average number of treasury shares deducted from the shareholders’ equity. The diluted earnings (loss) per share comprise, if any, warrants, purchase options, and free shares having a dilutive effect according to the « buyback method ». When funds are received on the exercise of these rights, they are deemed to be allocated in priority to the repurchase of shares at the market price.
113 Accor Acquisition Company – 2022 Annual Financial Report 4.5. Financial assets and liabilities Cost of debt The negative interest charged against the Escrow Account appears in financial expenses. Cash and cash equivalents Cash and cash equivalents include cash, bank demand deposits, short-term investments with a maturity of less than 3 months from the acquisition date, and very liquid money market funds. Their carrying amounts approximate their fair value. The funds, which were raised at the time of the IPO, are placed in the Escrow Account opened with BNP Paribas and therefore are not available for general use. They are presented separately as Restricted Cash. 4.6. Treasury shares Treasury shares are recorded at their acquisition cost as a reduction of equity. When treasury shares are sold out, the resulting profit or loss is recognized in equity, net of tax. 4.7. Provisions Provisions are recognized when: - the Company has an obligation as a result of a past event, - it is probable that settlement be required in the future, - a reliable estimate of the obligation can be made. Provisions are valued at the amount corresponding to the best estimation that management of the Company can make at the date of the close of the expense needed to settle the obligation. These amounts are discounted if the effect is considered significant. NOTE 5. Financial risk management The Company currently generates no revenue. It does not have any foreign currency transaction or interest-bearing financial assets or liabilities. Hence currently the Company does not face foreign currency, interest, or default risks. The Company does not use foreign exchange contracts and/or foreign exchange options and does not deal with such financial derivatives. As of December 31, 2022, financial instruments are reviewed to see whether an objective indication exists for the impairment of a financial asset or a group of financial assets or not.
114 Accor Acquisition Company – 2022 Annual Financial Report 5.1. Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due. After the admission of its shares on Euronext, the Company transferred substantially all (i) the net proceeds from this Offering, (ii) the proceeds of the reserved issuance of the Founder Units, and (iii) an amount corresponding to certain deferred underwriting commissions, less an initial working capital allowance (the “Initial Working Capital Allowance”), into an escrow account (the “Escrow Account”). On the date the Board of Directors approved the financial statements, the Board of Directors decided that the shareholders of the Company would vote on its early dissolution and liquidation. Note 3.2 presents the consequences of this liquidation as well as the estimate of the remaining costs to be incurred by the Company until the date of cessation of activities. The Board did not identify any difficulties regarding the Company's ability to fulfil its obligations. 5.2. Counterparty risk Counterparty risk is the probability that the other party in an investment, credit, or trading transaction may not fulfil its part of the deal and may default on the contractual obligations. Considering that the proceeds received by the company from the IPO have been placed into the Escrow Account opened with BNP Paribas, the counterparty risk is nearly inexistent. 5.3. Capital Management The Board of Directors policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence. NOTE 6. Segment information The Company consists of a single business segment within the meaning of IFRS 8. NOTE 7. Income and expenses 7.1. Revenues Accor Acquisition Company did not generate any revenue in the period ended December 31, 2022. 7.2. External purchases In the Period ended Decembre 31, 2022, external charges primarily correspond to professional fees and insurance costs. 7.3. Other operating income and expenses The total amount paid by the Company, as in attendance fees, was €150 thousand, as of December 31, 2022.
115 Accor Acquisition Company – 2022 Annual Financial Report 7.4. Labor expenses The staff costs amount to €324 thousand as of December 31, 2022. It breaks down as follows : December 31 December 31 (in thousands of euros) 2022 2021 Compensation of Managing Director 215 117 Social security contribution 109 61 Total compensation 324 177 The average salaried workforce was zero over the year. The Company has one paid corporate officer. 7.5. Financial expenses At December 31, 2022, the financial expenses amount to €774 thousand, and consist of the negative interest calculated on the Escrow Account. 7.6. Corporate income tax The Company’s tax result is a deficit of €2,739 thousand as of December 31, 2022, and a carryforward deficit of €11,385 thousand for fiscal year 2022. In the absence of expected taxable profits in future periods, no deferred tax asset has been recognized by the Company. Unactivated tax losses amount to €11,385 thousand as of December 31, 2022. NOTE 8. Earnings (loss) per share The Company has no ordinary shares outstanding as of December 31, 2022 and used the weighted- average aggregated number of Market Shares and Founder’s Shares, for the basic earning (loss) per share. At December 31, 2022, the warrants issued do not have any dilutive effect because their exercise price is higher than the average share price over the period. Besides, the net income of the period is a loss. At December 31, 2022, the number of shares is 35,090,296. If all the warrants and options had been exercised, there would have been 9,714,062 new ordinary shares and 10,000,000 new Founder Units, making a total of 54,804,358 shares. NOTE 9. Other current assets and prepaid expenses Recoverable VAT has been recognized as expenses in the 2022 financial year for a total amount of €494 thousand, as the recoverability of this asset is not assured in the absence of a Initial Business Combination.
116 Accor Acquisition Company – 2022 Annual Financial Report The prepaid expenses mainly correspond to the spreading of insurance charges. NOTE 10. Current liabilities December 31 December 31 (in thousands of euros) 2022 2021 Tax (excluding income tax) and social liabilities 55 48 Trade payables 722 10,214 Accrued interest - 353 Other current liabilities TOTAL 777 10,615 Trade payables as of December 31, 2021 included €9,710 thousand of IPO-related expenses that were payable in the event of an Initial Business Combination. As the occurrence of an Initial Business Combination is now highly unlikely, the accrual has been reversed in 2022. The costs of the capital increase recorded in 2021 as a deduction from the share premium (equity) for €16,749 thousand included this accrued expense of €9,710 thousand. Consequently, the reversal of this accrual in 2022 has been symmetrically recorded against the share premium account. NOTE 11. Financial assets and liabilities 11.1. Restricted cash Out of the proceeds received by the Company from the IPO, an amount of €277,021 thousand was placed in the Escrow Account opened with BNP Paribas. Funds deposited in the Escrow Account may only be used in connection with the completion of the Initial Business Combination, a Liquidation Event, the redemption of the Market Shares in the absence of Initial Business Combination on the Initial Business Combination Deadline, and/or the redemption of the Market Shares. Since July 2022, the escrow account no longer bears negative interest.
117 Accor Acquisition Company – 2022 Annual Financial Report NOTE 12. Equity 12.1. Share capital structure The number of shares has changed as follows from January 1 st , 2022, to December 31, 2022: Number of Founder Shares Number of Market Shares Total shares Issuance to Accor SA (2) 5,353,299 5,353,299 Issuance to the Managing Director (2) 594,811 594,811 Prior to the Offering (2) : 5,948,110 5,948,110 Issuance to Accor SA, in the form of Units (2) 1,440,043 1,440,043 Issuance to Accor SA, within the IPO 1,833,333 1,833,333 Issuance to other investors, within the IPO 25,666,666 25,666,666 Completion of the Offering: 1,440,043 27,500,000 28,940,043 Issuance to Accor SA, in the form of Units 166,667 166,667 Issuance to other investors, in the form of Units 35,476 35,476 Issuance of Units in connection with the over-allotment period (1) 0 0 Result of the stabilization period: 202,143 202,143 Shares composing share capital at year- end 7,388,153 27,702,143 35,090,296 (1) Cancellation in fiscal year 2022 of treasury shares by decision of the Board of Directors (see note 2.1) (2) Following the buy-back and cancellations carried out in September 2021 The shares all have a par value of €0.01. The share capital is made of two different classes of shares: Founder Shares (Class A preference shares) As of December 31, 2022, the Company has 7,388,153 Founder Shares outstanding, including: 5,353,299 shares were issued at par value (€0.01) to Accor, 594,811 shares were issued at par value (€0.01) to the Managing Director,
118 Accor Acquisition Company – 2022 Annual Financial Report And 1,440,043 shares were issued at a price of €10 per Founder Unit to Accor, with each Unit comprised of one Founder Share and one Founder Warrant. The Founder’s Shares are not listed and not transferable. They are convertible into ordinary shares at the option of their holder at any time as from the completion of an Initial Business Combination, at a conversion rate of one to one. Founder’s Shares have voting rights, including certain governance rights regarding the appointment of Company’s Directors. In case of liquidation, Founder Shares will have rights to residual surplus, if any, after the liquidation preferences of the Market Shares has been satisfied. Market Shares (Class B preference shares) As of December 31, 2022, the Company has 27,702,143 Market Shares outstanding, at a price of €10 per Market Unit, with each Unit comprised of one Market Share and one Market Warrant. Market Shares have voting rights, including a right to approve the Initial Business Combination at a 2/3 rd majority at a Market Shareholders’ special meeting. Market Shares are redeemable for cash, at €10/share, at the option of the holder, in case an Initial Business Combination is completed by the SPAC. Unredeemed Market Shares will automatically convert into ordinary shares (at a ratio of one for one) upon completion of the Initial Business Combination. If no Initial Business Combination is completed within 24 months from IPO, and no decision is taken to extend the deadline nor to buy the Market Shares back in accordance with the Company’s by-laws, Accor Acquisition Company will be liquidated. In case of liquidation, the Market Shares have preference over Founder Shares for distribution of liquidation proceeds for up to €10 per share. Ordinary shares As of December 31, 2022, the Company has no ordinary shares outstanding. 12.2. Share premium and other reserves As of December 31, 2021, the costs incurred by the Company for the issuance of Founder Shares and Market Shares were recognized in equity as a deduction from the related share premium in the amount of €16,749 thousand. This amount included accrued expenses payable in the event of the Initial Business Combination, which have been reversed as of December 31, 2022, in the amount of €9,710 thousand (see note 10). 12.3. Treasury shares As of December 31, 2021, the Company owned 2,297,857 Market Shares and Market Warrants, bought from Accor during the period at a price of €10 per Market Unit, each Unit being composed of one Market Share and one Market Warrant.
119 Accor Acquisition Company – 2022 Annual Financial Report On April 29, 2022, the Board of Directors decided, in accordance with the power delegation conferred by the General Meeting of May 26, 2021, to cancel these treasury shares. On September 8, 2022, the General Manager, acting upon delegation, decided to cancel these 2,297,857 shares through a reduction of the share capital. The Share capital was reduced by a total of €22,978.57 and the Issue Premium was reduced by €22,955,591.43. 12.4. Warrants and options Number of Founder Warrants Number of Market Warrants Forward Purchase Warrants Total Warrants Issuance to Accor SA Issuance to the Managing Director Prior to the Offering: 0 0 0 Issuance to Accor SA, in the form of Units 1,440,043 1,440,043 Issuance to Accor SA, within the IPO 1,833,333 1,833,333 Issuance to other investors, within the IPO 25,666,666 25,666,666 Completion of the Offering: 1,440,043 27,500,000 28,940,043 Issuance to Accor SA, in the form of Units 166,667 166,667 Issuance to other investors, in the form of Units 35,476 35,476 Consequence of the stabilization period: 202,143 202,143 Issuance to Accor SA 10,000,000 10,000,000 Warrants at year-end 1,440,043 27,702,143 10,000,000 39,142,186 Market Warrants As of December 31, 2022, the Company has 27,702,143 Market Warrants outstanding, all of which were issued during previous period. These Market Warrants entitle the holders to purchase 9,234,048 ordinary shares (representing an exercise ratio of 3 warrants for one share) at a price of €11.5 per share. The Market Warrants are exercisable during a period of 5 years starting from the Initial Business Combination date. As from the Initial Business Combination, the Company is entitled to buy back the Market Warrants at the nominal price if their market price exceeds €18 per share. Founder Warrants As of December 31, 2022, the Company has 1,440,043 Founder Warrants outstanding, all of which were issued during the previous period. These Founder Warrants entitle the holder to purchase 480,014 ordinary shares (3 warrants for one share) at a price of €11.5 per share. The Founder Warrants are exercisable during a period of 5 years starting from the Initial Business Combination date. The warrants, namely the Market and Founder warrants, will automatically expire when liquidation will be approved.
120 Accor Acquisition Company – 2022 Annual Financial Report Forward Purchase Warrants The Company issued Forward Purchase Warrants to Accor during the year-end 2021, for nominal consideration, allowing Accor to purchase 10,000,000 Founder Units (with each Unit comprised of one Founder Share and One Founder Warrant) at a price of €10 per Unit. The exercise period starts upon notification of an Initial Business Combination proposal and ends immediately before the shareholders’ special meetings convened to approve the Initial Business Combination proposal. The effective exercise of the Forward Purchase Warrants is contingent upon completion of the Initial Business Combination. NOTE 13. Off -balance sheet commitments The Company committed to refund subscribers in case the Initial Business Combination does not occur. The amount of the refund to be made would be €277,021,430. NOTE 14. Auditor’s fees The following table shows the auditor's fees relating to the 2022 financial year: December 31 (in thousands of euros, net of tax) 2022 Certification of the annual and half-yearly financial statements 40 Services other than certification - TOTAL 40 NOTE 15. Related parties December 31 December 31 (in thousands of euros) 2022 2021 Provision of premises, administrative, accounting, financial, legal, human resources, technical (including IT), and commercial services, as necessary for the Recipient’s activities proper functioning 347 215 Related-party transactions between the Company and Accor SA 347 215 As of December 31, 2022, Accor SA holds 8,793,342 shares (25,06% of the capital of the Company).
121 Accor Acquisition Company – 2022 Annual Financial Report NOTE 16. Post-closing events The Board of Directors announced on April 27, 2023, that the shareholders of the Company will vote on the early dissolution and liquidation of the company following the Market Share Buyback operations and capital reduction. The consequences of this decision are indicated in the accounting principles and methods in section 3.2.
122 Accor Acquisition Company – 2022 Annual Financial Report Chapter 7 Statutory Auditor’s report on the Financial statements for the fiscal year ended December 31, 2021 issued under IFRS accounting principles STATUTORY AUDITOR’S REPORT ON THE IFRS FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2022 ACCOR ACQUISITION COMPANY S.A. 82 rue Henri Farman 92130 Issy-les-Moulineaux To the Board of Directors, In our capacity as Statutory Auditor of ACCOR ACQUISITION COMPANY (“the Company”) and in compliance with your request, we have audited the accompanying IFRS financial statements of the Company for the year ended December 31, 2022. These IFRS financial statements were prepared under the responsibility of the Board of Directors. Our role is to express an opinion on these IFRS financial statements based on our audit. We conducted our audit in accordance with professional standards applicable in France and the professional guidance issued by the French Institute of statutory auditors (Compagnie nationale des commissaires aux comptes) relating to this engagement. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the IFRS financial statements are free from material misstatement. An audit involves performing procedures, on a test basis or by selection, to obtain audit evidence about the amounts and disclosures in the IFRS financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as the overall presentation of the IFRS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the IFRS financial statements give a true and fair view of the financial position and assets and liabilities of the Company as of December 31, 2022, and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted in the European Union. Without qualifying the opinion expressed above, we draw your attention to the following notes to the financial statements:
123 Accor Acquisition Company – 2022 Annual Financial Report Note 3.2 “Dissolution and liquidation” which sets out the reasons for the discontinuation of the going concern principle and the associated accounting consequences on the value of assets and liabilities recognized; Note 1 “General information” and Note 2 “Significant events in the current period” regarding the specificities related to the financing and the implementation of the corporate purpose of the Company. This report is governed by French law. French courts have exclusive jurisdiction to judge any dispute, claim or disagreement that may result from our letter of engagement or this report or any related question. Each party irrevocably renounces his or her rights to oppose legal action brought before these courts, to contend that the action was brought before a court that was not competent, or that these courts do not have jurisdiction. Neuilly-sur-Seine, April 27, 2023 The Statutory Auditor PricewaterhouseCoopers Audit Cédric Haaser