Accor S. A. - ss. 74(1)

le 3 avril 2001

Ruling

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

ACCOR S.A.

RULING

(Subsection 74(1))

UPON the application of Accor S.A. (the "Applicant") to the Ontario Securities Commission (the "Commission") for a ruling pursuant to subsection 74(1) of the Act that trades by former employees of common shares in the capital of Accor S.A. (the "Issuer") issued pursuant to an employee stock option plan (the "Plan") are not subject to section 25 of the Act;

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was formed and organized as a sociéte anonyme under the laws of France and is not and does not intend to be a reporting issuer under the Act or the securities legislation of any province or territory in Canada. The Applicant is subject to the reporting requirements of the securities laws of France and its Common Shares are listed and traded on the Paris Bourse and form part of the CAC 40.

2. As of December 31, 2000 (the date of its last annual financial statements) the issued capital of the Applicant consisted of 198,324,605 Common Shares.

3. The Applicant established the Plan whereby employees ("Employees") of the Applicant and its related companies worldwide could acquire Common Shares during the period from November 1, 2000 to November 20, 2000 (the "Acquisition Period") at a price equal to the 20-day weighted average market price (the "Market Price") fixed by the Management Board of the Applicant prior to the Acquisition Period, less a 20% discount. For each Common Share acquired the Employees receive two Warrants exercisable not earlier than December 1, 2003 and not later than December 31, 2007 into one Common Share per Warrant at a price equal to the Market Price (no discount is applicable to the exercise price of the Warrants).

4. Participation in the Plan was voluntary and Employees were not induced to participate in the Plan by expectation of employment or continued employment.

5. Under the Plan, Employees must hold Common Shares purchased under the Plan for a period of five years from the date of purchase; provided the Common Shares may be sold in the event of marriage, birth or adoption of the third child, divorce and custody of at least one child, disability (including disability of a spouse), death (including death of a spouse), termination of employment and purchase of a principal residence. No such holding period applies to Common Shares issued upon exercise of the Warrants.

6. The Warrants are non-transferable during the life of an Employee. Upon death, the Employee's personal representative may exercise the Warrants within the earlier of 12 months thereafter or the expiration of the Warrants.

7. Worldwide, 766,000 Common Shares and 1,532,000 Warrants were issued under the Plan to 16,000 Employees in 23 countries.

8. In Ontario, 12 Employees (all of whom were employed by Applicant "affiliates" as that term is defined in the Act) (hereinafter referred to as "Ontario Employees") subscribed for an aggregate of 647 Common Shares and 1,294 Warrants under the Plan. Common Shares acquired by Ontario Employees under the Plan as a percentage of all Common Shares issued under the Plan (worldwide) is 0.084% and as a percentage of the total outstanding Common Shares of the Applicant is 0.00032%.

9. There is no market for the Common Shares in Canada, none is expected to develop and any trades of Common Shares by former Ontario Employees will be effected through the facilities of and in accordance with the requirements of the Paris Bourse on which the Common Shares are traded.

10. An exemption from registration requirements is not available if former Ontario Employees resell Common Shares acquired under the Plan and Common Shares issued upon the exercise of Warrants acquired under the Plan.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS RULED, pursuant to subsection 74(1) of the Act, that the first trades by former Ontario Employees of Common Shares acquired under the Plan, and the first trades by former Ontario Employees of Common Shares issued upon exercise of the Warrants acquired under the Plan, are not subject to section 25 of the Act, provided that such first trades are executed in accordance with the provisions of Commission Rule 72-501 Prospectus Exemption for First Trade Over a Market Outside of Ontario.

April 3, 2001.

Paul Moore, R. Stephen Paddon