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AGM 2023

May 17, 2023

Bertrand Blacha
VP of Hotel, Guest Technologies and Innovation, Accor

Okay. Good morning. Good morning. Thanks to those of you who have taken the trouble to get here. It's good to see you. Thanks to and welcome to those of you who are joining us by video or by internet. This is a combined or the combined annual general meeting of the Accor shareholders. 17th of May. We will spend whatever time we need to cover, including your questions, by the way. We have a number of things we'd like to tell you about, a certain amount of information we want to share. I hereby announce this combined AGM underway. I would, however, like to begin by looking back into the past with a few thoughts, for one of the two men who founded this group. I thought it would probably last a bit longer. Watch this video on Mr. Gérard Pélisson.

Speaker 14

En ce qui nous concerne, à notre niveau, avec les gens avec lesquels on travaille, nous essayons de faire du management participatif. On le fait. Moi, je fais participer Paul pleinement. Il me fait participer. Nous ouvrons 2 hôtels par semaine. Notre optique est de poursuivre à un rythme de 100 hôtels par an et nous ouvrons 1 restaurant par jour, pratiquement. Accor, c'est une entreprise humaine. Je pense que, très sincèrement, que la finalité d'une grande entreprise, c'est l'humanisme et qu'avant tout, on doit s'occuper des hommes et des femmes qui travaillent dans une entreprise. Je ne retransmette pas le fil de ces 20 années, qui, vous l'imaginez, ont été fertiles en événements. Je peux vous dire que le combat à 2 fut de loin plus stimulant, plus efficace et plus gai que ne l'aurait été un combat solitaire.

Vous savez, la chose qui nous importe le plus, c'est la pérennité d'Accor. Accor n'est pas un holding, c'est une entreprise qui doit avoir un esprit et qui doit durer de nombreuses décennies. Moi, j'ai noté quelques idées. Moi aussi, j'ai noté quelques idées. Qu'est-ce que vous voulez ? Celles de Gérard ou les miennes ? Attendez, je crois que je vais commencer parce que d'habitude, il me pique les miennes. Vous voulez commencer ? Allez-y. On ne dépense jamais trop pour la formation, pour la formation permanente. D'autant plus que vous savez que nous souhaitons que les collaborateurs qui rentrent à Accor, très souvent à la sortie d'écoles hôtelières ou d'écoles similaires, nous souhaitons sincèrement qu'ils puissent passer toute leur carrière dans un groupe comme Accor. Bon, Paul, on fait quoi ?

On fait un pot-pourri ? Gérard est très subjectif. J'arrive quand même à lui faire passer des messages objectifs. C'est pas croyable ce qu'il est cabotin quand même.

Bertrand Blacha
VP of Hotel, Guest Technologies and Innovation, Accor

Now, while we were watching the video, which I hadn't seen for some time, I discovered, 1983, the IPO. 40 years on in 2023, so we've been a listed company for 40 years. The last words, the final words were the ones we've been using for 20 years. I've been using for 10 years. The words are excellence, audacity, passion. You probably heard subjective. I may be the subjective one, and let's say our friend Jean-Jacques is possibly the objective one, maybe. Not that we created the group. We didn't. Last week I had lunch with Paul Dubrule, the other Co-Founder. Three-quarters of the lunch was, spent talking about Gérard.

I'm thinking of Paul this morning, who possibly listening to us or watching us, who is been left grieving for his lost friend, who is probably thinking over and over again about Gérard Pélisson. Yet we spent the rest of the lunch talking about the future, the years to come. We talked about the group's transformation, why the group is happy and proud. You'll see that in today's AGM, we'll be talking about human aspects, people, what we know, what we do, and what we do so well. Dear Gérard Pélisson, we miss you, but you will never be very far. Can we now proceed with the legal formalities?

Sébastien Bazin
Group Chairman and CEO, Accor

Yes.

Bertrand Blacha
VP of Hotel, Guest Technologies and Innovation, Accor

Thank you, Sébastien Bazin. Ladies and gentlemen, dear shareholders, good morning and welcome to this AGM.

I'm going to begin with the legal formalities, starting with the constitution of the bureau, which will comprise Sébastien Bazin, who will chair the AGM, and Hugo Arzani, representing Qatar Holding, and David Mansfield, representing Kingdom Holding. Mr. Arzani and Mr. Mansfield will act as tellers. This is a position that is given to the biggest shareholders present or the shareholders representing the largest number of votes. I will act as secretary for today's AGM. As is the case every year, this AGM is being webcast on internet and will be available on replay on the Accor Group's website. The last 30 minutes of this AGM will be devoted to answering questions sent to the AGM beforehand, also questions that we will take live via platform, a dedicated platform for shareholders following on internet.

This meeting was convened through a notice published in the Official Gazette, that's the BALO, on the fifth and 24th of April of this year. Notice of meeting was also published in a legal gazette on the 24th of April, again, of this year. At your disposal on the desk, we have all the documents and reports used for today's AGM, all of which the law provides that we make available. They've been made available to shareholders before the AGM. To leave more time for our discussions, we propose to dispense the bureau with reading these documents. The documents in which shareholder entitled to communicate have also been at your disposal at the head office of the group. They have been sent to shareholders who requested them and are also available on the bureau.

Concerning the attendance sheet, we're currently totting up the total, but we know that we already have over a quarter of the shares comprising the company's capital and that the AGM can duly conduct its business. If I can remind you of today's agenda. Items under the authority of the ordinary AGM: approval of the statutory and consolidated accounts for the period ending 31st of December 2002; appropriation of earnings for the same period; re-election of Sébastien Bazin, Madame Iris Knobloch, and Bruno Pavlovsky; and the appointment of Madame Anne-Laure Kiechel as a director; the approval of the reports on compensation, let's see, for all executive directors; approval of the fixed variable and exceptional components of the overall compensation and benefits in kind attributed or paid to Sébastien Bazin for fiscal 2022. He is, of course, Chairman and CEO.

The same applies to the period 2023 and the policy of compensation to directors for 2023. The approval of four related party agreements with the Fondation de France, Accor Acquisition Company, Paris Saint-Germain Football Club, and Rotana Music, authorization to the board to trade in the company's shares, delegation of authority to the board of directors to issue equity warrants to be issued free of charge to shareholders in the event of a public offering on the company's shares and powers for formalities.

Under the authority of the extraordinary AGM, we have the following resolutions: authorization to the board of directors to reduce the capital by canceling treasury stock; delegation of powers to the board of directors to carry out capital increases by issuing ordinary shares or equity instruments with preferential subscription rights or by public offer or without preferential subscription rights under Article L. 111-2 of the Monetary and Financial Code; delegation of powers to the board of directors to increase the number of shares to be issued in the event of a capital increase with or without preferential subscription rights; delegation of powers to the board of directors to carry out capital increases by issuing of ordinary shares or equity instruments in order to compensate contributions in kind given to the company; delegation of powers to the board of directors to carry out capital increases by incorporating reserves, profits, or share premium; limitation of the overall amount of capital increases authorized under the previous delegations; delegation of competence to the board of directors to carry out capital increases by issuance without preferential subscription rights for the benefit of members of an ESOP.

Finally, delegation of powers to the board of directors to carry out capital increases without preference subscription rights reserved for categories of beneficiaries in the event of an employee share ownership program. We have not received any proposed resolutions from shareholders. With that, I thank you for your attention.

Sébastien Bazin
Group Chairman and CEO, Accor

Thank you, Bertrand. I'm now going to give the floor to Jean-Jacques Morin for the group's financial highlights. Just before that, I want you to enjoy this. These are the last financial results to be presented by Jean-Jacques Morin. Enjoy them. As you know, Jean-Jacques is not leaving the group, nor is he stepping down as Deputy CEO. He's going to stand down from his position as CFO. Since then, he has become Executive Managing Director of what we call Economy Premium and Mid-scale Hotels.

4,900 hotels in the group. He's moving to the other side of the barrier. He's going to have his hands in the, in the soil, in the muck. It's a little bit different to his current position. Jean-Jacques, you have been a wonderful and extraordinary Chief Financial Officer. We've been through ups and downs in the group. A lot of difficulties, not in terms of cash, but in terms of financial planning. Jean-Jacques' team, including Patrick and others, you have been really, really good, very strong, very courageous, good at anticipation. I think you've given us all an extraordinary degree of comfort in our decision-making. I haven't known many CFOs, a good 30. No less. 30. You are really at the top of the leaderboard as CFOs go.

Thank you so much, Jean-Jacques, for everything you've done.

Jean-Jacques Morin
Group Deputy CEO and Premium, Midscale, and Economy Division CEO, Accor

Thank you, Sébastien, as you have said, quite rightly so, this is very much a teamwork. We have a really wonderful team, whether I'm here or not, everything goes smoothly. What about what I said earlier? That was fine. Thank you. That was grand. Will I present the accounts? Yes. Let me begin by saying good morning to you all. I'm delighted to be with you all, dear shareholders, to give you our results. I'm all the happier that 2022 was really a turning point. 2022 was the first year that we have, let's say, turned the page on COVID.

If you look at the highlights, you'll see that our RevPAR, which is revenue by room available, which is up 2% on a like-for-like basis by comparison with 2019. Interestingly, the dynamics actually improved. The trend improved over the year, because if you look at Q4 2022, we are up 15% on Q4 in 2019. The trend is positive and continuous, and has continued into 2023, as I'll be telling you in a few minutes, leaving us exactly where we want to be. We were very much adversely affected by the COVID period, simply by the shortage of clients. The second key indicator of our health is the network, the number of hotels that we manage, while the network grew by 3.2%, particularly given the conditions in which we are working.

We're just exiting a crisis. The two key indicators concerning the top line, that is, revenue, the two indicators are very, very good for 2022. Another way of looking at this is the revenue as a proportion of business volume. We have business volume of EUR 23 billion. Our job is to provide advisory services to our hotel managers and franchisees. The total activity, total volume was EUR 23 billion, up 5% on the pre-pandemic level. This is all very consistent. It's all following the same trend and all telling the same story. How does this translate into the P&L? Well, revenue, EUR 4.224 billion. EBITDA, or EBITDA, at EUR 675 million.

Well, when we published our results, we were above the guidance we'd given to the market, a guidance of EUR 610 million-EUR 640 million, so ahead of expectations. Our recurring free cash flow, which is cash flow that's made available thanks to operations, recurring free cash flow was EUR 373 million. Let's now take a closer look at the P&L. Let's see how we get from EBITDA down to net profit. Beginning at the bottom, group net profit for the period was EUR 402 million. Last year, we were barely profitable at EUR 85 million. This year, we are very much profitable at EUR 402 million, the revenue dynamics actually translate into profit dynamics. Two areas I'd like to mention in the lower part of the P&L.

One is the line for the share profits and loss of associates and joint ventures, the big one being Accor Invest. Accor Invest, or AI as we call it, is the entity created in 2018. When we sold the hotels that we owned and, of course, passed on the rent with them to Accor Invest, we decided then to focus the group on the management of hotels. This is what we call our asset-light transformation. Which is very different to the entity that actually owns the assets. From minus EUR 273 million, a loss of EUR 273 million, we actually generated, in 2021, we generated a profit of EUR 33 million. When Accor turned the situation, this translated into Accor Invest's accounts as well.

This is a very substantial improvement and almost a EUR 300 million turnaround. The other important point here is non-recurring items. Last year, we had an extraordinary profit of EUR 554 million. This year, it's EUR 63 million, a much more normal figure. Let me remind you that last year, the EUR 554 million came from the sale of Huazhu shares. This was a joint venture we were involved in, and our stake that we acquired in Huazhu in early 2016 was a stake that we decided over time to dispose of. We did that in three different tranches and realized a profit of EUR 500 million. It's a lot of money, EUR 500 million. That goes to show is that our strategy of venturing into China alongside Huazhu was the right strategy.

Huazhu has increased its value in the stock market very considerably, enabling us to reap this capital gain, quite substantial capital gain. Overall, we will have generated over EUR 1 billion in profits on the Huazhu venture. That's what I wanted to say about the P&L, about the highlights. Let me now look at balance sheet items. This is a synopsis, so to speak, of the other side of our accounts. That is the balance sheet. Pierre Boisselier was appointed by Sébastien. The people working under Pierre have been working intensely in recent years. Our balance sheet is very strong. A lot of people paid tribute to our balance sheet during the COVID period. I think the way we should look at this balance sheet is, first of all, total liquidity of EUR 28 billion.

That includes EUR 1.2 billion in an undrawn credit facility. Alongside that, EUR 1.6 million in cash and cash equivalents on the balance sheet, which has really helped us weather the storm, get through the crisis while managing with a view to the long term. On the right-hand side of the chart, you see how our debt is spread over time. You see that in 2022 and 2023, there were not many significant maturity dates. Refinancing of the balance sheet was carried out in 2019, 2020, and 2021 with various issues that we've already commented, convertibles, green bonds. All this got us through the crisis serenely, if I can say that about the way we weather a storm. The important thing I'd like to say is that it's fixed rate.

Over 80% of this is at fixed rates, which is not bad considering what's happening in the interest rate markets. The average cost is 2.1%, which is slightly below the interest rate for 2021. This all leaves us very comfortable about the strategic decisions we will be taking soon. One final point on how healthy our balance sheet is and how wise we were. The rating agencies in early 2023. In fact, we have two rating agencies who rate our balance sheet. Fitch, which increased us to investment grade. This is the Holy Grail. This is what you want. You want to get the best possible conditions, thanks to your investment grade. Standard & Poor's, well, we haven't quite reached investment grade, but S&P have given us what we call a positive outlook.

In other words, they have seen the improvements made in 2022, they take a very positive view of that. They will be reviewing their position in 2023 when we confirm, if we confirm our ability to drive the business in the right direction. In other words, if we continue to generate very good results. That's what I wanted to say about the balance sheet. So far as we're in May, we usually give you a little update on the situation for the 1st quarter. In April, we published the figures for Q1. Here on the graph, you'll see what I've already commented. In other words, the graphic view of our recovery. In the 1st quarter of 2022, our revenue was 25% below the revenue in Q1 2019 before COVID.

You'll see that quarter-on-quarter, we continued to improve. In the last quarter of 2022, in Q4, we were up 15%, and in Q1 of 2023, growth was 19%. The other important information in this chart is the share of revenue recovery that comes from prices and the share that comes from occupancy rates. They're the two components that determine our ability to generate revenue. What you see here is what you see in a lot of businesses at the moment. That is the great ability to increase prices in our business. I will elaborate on that in my next slide. That's the synopsis of Q1 as presented. I mentioned the 19% RevPAR increase by comparison with Q1, 1991.

The network has continued to grow, but the interesting part is on the right-hand side. How come we have this trading momentum? We've continued to accelerate because Accor is a global group with presence in Europe. We all know that Europe picked up after the first wave of Omicron, and from the second quarter of last year, we recovered in areas where Omicron was milder. Asia didn't see the same rate of recovery. We know that China only opened up towards the end of last year, and that even as we speak, there are still a lot of limitations in place. Because even if people wanted to travel, airline companies haven't got the capacity to transport all these people to remote destinations. Asia-Pacific is picking up very rapidly.

In the first quarter, Asia-Pacific's revenue per room, its RevPAR, rose 77% by comparison with the same period in 2022. That is one of the reasons I'm saying that this year will set Accor apart. We have statistics on average room rates, or ARRs as we call them in our jargon. Our average room rate is very good. In 2023, as it was in 2022, the occupancy rate, conversely, is slightly below the pre-COVID level in 2019. We're not quite back up to the occupancy rate we had in 2019, particularly because of the, let's say, the inability for a lot of people to actually get a flight. Now, you'll find this in our share price from the start of the year.

When you see that we've performed well, that has been confirmed quarter-on-quarter in our share price. Our share price has risen 35% since the 1st of January. By comparison, I've given you the increases of the CAC 40 index and the SBF index. We are well ahead of the competition. We were also lagging behind in previous years because the American market, which are our big competitors, one of our big competitors, recovered well before Europe and Asia. We are catching up, so to speak, certainly in terms of the way investors value us in the stock market. This brings us back to our dividend. We've decided to pay a dividend once again.

Subject to your approval, the dividend we propose will be EUR 1.05 per share, which is what we did back in 2018 and 2019. The mechanical calculation of our dividend, if we just apply our dividend payout policy back in 2018, is consistent taking the cash generated and to allocate 50% of that for the dividend per share. This would give us a share of EUR 0.71 per share. The board of directors and management propose that we reinstate a dividend at 1.05 because we've received extraordinary income from the disposal of Huazhu. Our 10% disposal of Ennismore.

Insofar as we have done well by way of these transactions, the board and management have decided to propose a dividend back at the previous level of EUR 1.05 per share. That brings me to the end of my presentation of the results. Thank you.

Bruno Pavlovsky
Independent Director, Accor

Thank you very much, Jean-Jacques. Let's now talk about non-financial items. Let's discuss the women and men that are part of our company. We like to talk about staff, people, as opposed to mere employees. We operate hotels on behalf of the hotel's owner, and that's a local legal entity that we do not own. Yet, we have a responsibility vis-à-vis the people we hire to train them, to manage them, manage their onboarding and their exits, all of the employees that are part of the legal entities that we manage. All of the staff that are part of the group under the various, 46 brands come to 290,500 workers in total, people who work for the Accor group. When you ask those people who they work for, of course, they work for the group.

One thing is amazing, it's probably one of the reasons why they are so committed to the group. 80% of them have changed brands or countries or cities between three and 80 different times. We have a portfolio of brands, 46 brands on a Friday night. We have quietened down over the past four years. I don't know what you did about that, Jean-Jacques, but we have not made any other brand acquisitions over the past three years. I'm not sure I can commit to not making any other acquisitions over the next three years. I guess it all depends on how our shareholders vote in a, in a minute. We have about 5,500 hotels in our network.

4,900 in the economy, mid-scale, and premium division, and about 500 hotels in the luxury and lifestyle division. We have a CSR commitments that are longstanding over 40 years ago, and we strengthen our commitments considerably for two reasons. Number one, there's stronger and stronger demand from the legislative point of view. There are more and more regulatory requirements that we need to comply with. Also the executive committee of the group, Brune Poirson, in particular, will talk about the methods in a minute. She'll also discuss the objectives that we seek to achieve. What is most surprising, and that is something that I did not know last week. The first box on the left-hand side, 123,590 new hires over the past 12 months.

That's both good news and bad news. It's good news because usually we hire between 80 and 100,000 people a year. In other words, we far exceed the levels of previous years. It's very difficult to hire 100,000 new people every year. That's very good news because this means we've given jobs, careers, and outlets for the passions of those people. The darker side of the moon is we have turnover. The people who join and leave the group, well, the attrition is about 35%. In other words, one in three employees have left the group over the past 12 months. We have a 30% churn, and we need to do something about it. We know why. We know the reasons behind this churn.

We need to accept it, we need to get ready, we need to do a better job of managing why people leave the group. We need to make ourselves even more attractive for the people joining our group. There is a strong sense of pride. I don't know how many groups across the world can actually hire 100,000 people a year or close to 20,000 people over the past month or so. 100,000 training hours have been dispensed to our staff. That's the yearly figure. Many of those training courses have looked at CSR. We use School for Change. That's our software. 97% of our staff completed the online training course. It's an opportunity to open your mind to the challenges of the future when it comes to CSR.

We have 200 different partnerships across the world with universities and schools in 35 different countries. Accor has a very strong presence in terms of providing training to young people who have not had an opportunity to get that training anywhere else. Our female representation rate at management level is 39%. It's good, but it's not good enough. If you look at hotel managers, and that's probably the level where things should get started in 2022, the female representation rate is was 31% in 2022. That's a very different figure from one region to another. This comes as no surprise. In excess of 50% Latin America. Thanks in particular to Patrick Mendes sitting in the 3rd row. He's in charge of Latin America.

He set that up under 10% female representation in leadership positions in the Middle East. This means that we need a 50/50 split at hotel manager level, and we need to increase female presence at management level. Of course, that doesn't mean this should work to the detriment of the men already in place. EUR 70 million dedicated to... I'm sure that's something that you remember, and I hope that you're very proud of it, as partners and as our shareholders. EUR 70 million have been earmarked, set aside for the ALL Heartist Fund, and I will discuss those various initiatives in a minute. On the left-hand side of the screen, assuming you didn't already know, we have an endowment fund called Accor Heartist Solidarity. It's part of the group.

This is a vehicle that's been around for a number of years. We changed the legal status, but it's been around for over 20 years, and it's got two hallmarks. Number one, the goal is very simple: to fight exclusion, social exclusion, economic exclusion of the most vulnerable members of the global population and to help them reintegrate into the jobs market, into society, find jobs within our hotels. The second hallmark of that fund, and we have not deviated from the rule, and I don't think we should deviate from the rule. 100% of those initiatives, and there are about 450 different projects supported in 50 different countries. 100% of those initiatives emanate from staff members. I like that. It makes me happy.

When we have requests coming in from the outside, I'm able to say no. We get many requests coming in from the outside, and I'm able to say no, because we're doing so much indoors as well. All of our staff members know that they can take the initiative, and they can request help from the Solidarity Fund. We have a strong female presence there. About 35% of those projects seek to promote integration of vulnerable women into the jobs market, so they can restore their financial resources. They receive training, so they can train their own children and their loved ones. This, 90% of these initiatives are local, within a 50 km radius around the hotel. We're talking construction projects, creative initiatives, food drives, et cetera.

On the right-hand side, this is the initiative that I already talked about, the ALL Heartist Fund. We use the ALL logo in reference to our customer loyalty program. I bumped into some of you earlier, and you said to me, how sad you were that you haven't received any dividends over the past two years. We've been sad too, not being able to pay out those dividends to you because of the pandemic. Please, don't be so sad. The dividend we failed to pay out for financial reasons and also because we wanted to comply with our 50% of free cash flow distributed to shareholders. Well, we offset that with a strong, generous initiative that was indispensable at the time. We wanted to embrace all of our staff members, embrace them in the fold.

All of them living in difficult areas that have no access to short-term work and had no source of income during the pandemic. That is a huge number. 110,000 staff members received a check in 2020, 2021, ranging between EUR 300 and EUR 1,500. That's the help they received. To offset the lack of resources provided by governments, that's how they weathered the one year and a half or two year health crisis. 98% of our beneficiaries are in Southeast Asia, including Malaysia, Indonesia, in Africa, Sub-Saharan Africa, more specifically, as well as Latin America. Of course, no checks have been given to so-called Western countries, rich countries, where the governments did what they had to do, providing short-time work facilities. We're very happy. 110,000 beneficiaries have received those checks.

This is still underway. There are still pockets around the world where that aid is still available. It all depends on how bad the crisis is. The earthquake in Turkey, the crisis in Ukraine, we've helped a number of our Ukrainian friends working in and around our hotels. We're providing help in Burma because human distress is rife there and across the world as well. There are many areas in which that initiative can and should continue, an initiative that began two years ago. I don't know whether some of our projects are more iconic than others, but 300 new hotels opened up in 2022. We're only going to show six of them. They're very different depending on the country. Number one, on the left-hand side, the Queen Elizabeth 2. Why is it in Dubai? God knows.

As it happens, it is in Dubai. We secured a management contract with the MGallery brand. The work was done by the United Emirates. I'm not familiar with that. I'm not familiar with the ship. I haven't been to Dubai, but we have the JO&JOE brand, which is accessible to young people, students. It's affordable. It's in Rio, just south of the Corcovado. The work took two years and a half. This is our crown jewel. This hotel is a gem. We have the first SO Hotel in, on Boulevard Malesherbes, overlooking the River Seine in Paris. It opened up nine months ago. We have a beautiful Novotel in Mexico. It's brand new. Between Novotel and Sofitel, we have two of the most beautiful hotel buildings in Mexico City.

This is probably the most luxurious hotel or building across the world. It is an iconic representation of Qatar. This is the second to last picture. It's a mixed Raffles/Fairmont meeting. We have meeting rooms, about 15 different restaurants. There's a huge auditorium. It's absolutely sublime. Not easy to manage, grant you, 'cause it's very luxurious. We handle a lot of materials. It's extremely chic. That was the main building hosting the World Cup. FIFA was headquartered there. I strongly encourage you to visit. That's the way to step into the 22nd century. It's an amazing building. Lastly, we have a brand new Pullman hotel in China. Pullman and Fairmont are making strong inroads in China at the moment. This is something that we discussed, not with you. The announcement was made in-house.

We talked about the TURBO project. The announcement is back to July 5th last year, as per the AGM. Rather after the AGM. The group has decided to divide its business into two different divisions, organizationally speaking. Why did we need to split things that way? We need to have the right talents, the right expertise in the right place. Our approach was too multipurpose. We were asking heads of different geographies, Northern Europe versus Southern Europe, to handle 46 different brands in 30 different countries in Northern Europe. That was very, very complex when you're the head of a particular region to grant equal time to a Fairmont owner that has invested EUR 1 million, and you give them just two hours of your time.

In the afternoon, you're gonna give the same amount of time to a small ibis hotel manager that invested just maybe EUR 1 million. Two hours per hotel manager. Is that fair? Well, it was not efficient. It was a very difficult approach. It was difficult and inefficient for everyone, the hotel manager, for the manager, everybody was frustrated. We believed it was important to just take a beat, sit down, think about it. Our group is now very powerful, very big, very diverse, we need to streamline the way that we're organized. On the left-hand side, this is something that I talked about many times, the premium, mid-scale, and economy division. Like I said, this is managed by Jean-Jacques, starting January 1. There's a new organization. I'll give you the names in a minute.

In that division, you find about 90% of our hotels, so 4,900 out of 5,500. You also find 80% of the number of rooms within the group and about two-thirds of our cash flow. It's a huge division. It accounts for much of our history. We have legendary, iconic, long-standing brands. We still have a geography-based organization, but it's been reduced by a factor of 2. 4 different regions, the Americas, Europe, North Africa, Middle East, Asia Pacific. Lastly, we have a slightly different category for China. Things are working out beautifully. This division is ahead of the curve. If you're lucky enough to attend on June 27th, we will be holding a capital markets day right here in this auditorium.

Our investors will come and spend the day with us, and we will get down to brass tacks. We will discuss the ins and outs of the transformation and also the benefits in terms of RevPAR, room rate, profit, you name it. On the left-hand side or rather on the right-hand side, you have the other division, luxury and lifestyle. Of course, it's smaller. It accounts for 10% of our hotels, about 500 hotels. We decided to organize things the other way around, so it's not geography-based, it's brand based. So we assign one brand to one person, and they're in charge of all of revisiting. We have one boss for Raffles, for Fairmont, for Fairmont, for Sofitel, and there's more, of course. It's evenly distributed.

One is in New York, the other is in Dubai, the third is in Paris, and the fourth one is in London. Here again, well, let's not call it a surprise per se, but it's a great source of satisfaction. Over the past three months, we have been extremely happy with those brand managers. This is true for the first division as well. There's a strong sense of belonging, of responsibility, a passion that far exceeds anything I've seen so far. Everybody's all hands on deck. It's a new challenge, and we're extremely proud of rising to the occasion and also because the brand promises are being overhauled. I'm now going to go over every single name on that flowchart. There are about 26 people. This is our expanded management committee.

If we look at the top line, it's important that we hold on to our backbone. I'm talking about central services, shared services, central functions, including finance, cash flow. We have a young woman joining us. She will replace Jean-Jacques. Her name is Martine Gerow. She's coming in from American Express GBT, and she spent her entire world in English-speaking countries. That woman is French, 100%. You have finance, you have purchasing under Caroline Tissot, sitting in the second row. Her department is extremely efficient. It accounts for about 7% of the group's profitability. We should talk about it more because this is granted out by the different divisions and brands, but she's the one keeping us afloat. She's keeping the lights on. She oversees EUR 4.5 billion in purchasing.

Steven Daines, of course, in charge of culture and talent and the legal department. At the low level, as I said before, Jean-Jacques Morin over and beyond his responsibilities as our Deputy CEO and his responsibilities overseeing economy, midscale. Those are his responsibilities. On the right-hand side, of course, Luxury and Lifestyle. What about the group's priorities? I apologize if we mistranslated that from English into French, but how do we drive profit? We drive profit through a recovery in our business. This is an expression that I use maybe too often, but I think it is important to ride on the back of your tailwinds. You need to deal with the headwinds, but you need to ride on your tailwinds. In 2021, since Well, since the summer of 2022, we've been pushed forward.

The winds are favorable to our business, to our prices, to demand and growth. We need to continue riding that wave in our 46 brands and our 120 different countries. Secondly, why do we operate that transformation? Well, in order for it to be efficient, it could be properly understood. Our results, our performance we need to deliver. I'm not worried at all. Actually, I'm fully reassured when it comes to our ability to embrace that new world. I was watching the videos of Gérard and Paul three or four different times. They talked about sustainable growth, sustainability. They talked about the importance of our shareholders. That's what we're trying to build. That's what we've been trying to build for the past 50 years.

Our growth spans many years. We are working for the benefit of our shareholders, of course. We'll talk about that during Q&A. Priority number four, again, it's a long-standing one. It's been around for 40 years. We are showcasing it today even more. We need to deliver on our societal environmental ambitions. With two different types of CSR, of our CSR obligations, we want to provide training and support to the disenfranchised. Again, these are initiatives that dovetail with our initiatives to reduce our carbon footprint and reduce our water consumption. That's the perfect segue. Allow me to hand over to Brune Poirson. She'll discuss our methods. Brune, welcome. Thank you very much.

Brune Poirson
Chief Sustainability Officer, Accor

Good morning to one and all. As Sébastien Bazin has just said, I'm going to talk to you about the methods and results we've applied and achieved quite remarkably, almost extraordinarily, thanks to our people throughout the world. Let's begin with the strategic framework of sustainable development. As Sébastien has just said, there are two key components that are absolutely indisociable. That's the human and nature. This is really at the heart of our DNA. It's been really in our lifeblood for many, many years, but also at the very heart of our scientific endeavors in the field of sustainable development. I'm thinking of Ibès or Hautjeb, who systematically stressed the fact in all the reports that social impact and environmental impact are the two sides of the same coin.

This is why we have put these two elements here at the very heart of our strategy. We have built upon that. We need a method. We have built on the basis of three pillars. The first is stay. All of these stay. We are a hospitality group. Our objective is to operate our hotels within the limits of our planet. Secondly is to eat. Our objective is to ensure that through the 11,000 bar and restaurants that we operate in the world, that we will be able to foster regenerative agriculture, we'll be able to harness greenhouse gases, but also to help with the environment. The third pillar is the one we call explore, which consists in being as close as possible to ensure that our ecosystem works well around the hotel.

Just a few details to flesh that out. First of all, operating our hotel within the limits of our planet means that ultimately, our goal is to ensure that our hotels are what we call material banks, that we use materials that are as environment-friendly as possible, that they will last as long as possible. As you know, the group has made major commitments in terms of reducing our carbon footprint through the sustainability of our operations on the one hand, but also through new ways of measuring our impact on the environment. If we want to manage this very closely, if we want to meet environmental obligations, we need to be able to measure hotel by hotel and as accurately as possible, the impact that they all have.

Second pillar, there's been a lot of work put in. I'd like to say thanks once again to Caroline Tissot's team that have worked extensively on responsible sourcing. Little by little, we are changing what we supply to hotels. We've been fighting against food waste. Not new for the group, but we have been ramping up our operation and of course, gradually change practices in food consumption. The third pillar is what we call explore. Around our hotels, we want to have a better sharing of the space we occupy, share it with nature, but also share space in the very heart of local communities. Sébastien mentioned this at some length through the Accor Solidarity Fund, but also the ALL Heartist Fund. Which incidentally has had a very considerable impact everywhere we are.

A huge impact on the human aspect, but it's also played a great role in terms of anchoring our presence in local communities. More broadly speaking, this has enabled us to ensure that via our hotels and employees, but also thanks to our guests, we are in a position to share and help teach sustainable development while taking a much greater part through our ecosystem in changing environmental and social practices throughout the world. We have that kind of clout, and we have no hesitations about doing so without moralizing at all. They are the key pillars of the strategy we're implementing. It's important to have pillars, and it's important to have a strategy, but it's even better if you know how to implement them. For that purpose, we have a method based on four more pillars. The first of these is governance.

elopment, it's very important, and Sébastien and Jean-Jacques Morin have supported us all along. I'd like to thank them in passing. But I'd also like to thank the group's board of directors. We have a very strong, efficient governance that enables us to control and measure our non-financial performance. We have a system that has an impact on our employees' bonuses, but indeed the bonus of our CEO, and we have in our key performance indicators, we have a criterion called sustainable development. We review performance regularly, which includes non-financial performance. And of course, we have project management to enable us to measure progress and to measure the company as a whole. The big challenge is that all sustainable development issues are cross-business or transversal.

It's the group as a whole that's mobilized, that's doing a huge job in implementing all these projects. The second pillar is what I'm going to call mindsets or culture. It's about becoming familiar with these issues. We weren't all born knowing what a ton of carbon equivalent represents, nor did we all know at birth everything that we need to know scientifically about the environment or about sustainable development. This is why Sébastien Bazin has mentioned it. We have organized a training system called School for Change, where employees in the group receive 6 hours training to learn the scientific basics about sustainable development. The goal is to have a common objective to aim at. The goal is also to go beyond belief, go beyond moralizing, to aim at internal, external events to get the whole firm mobilized behind the sustainable development.

The third pillar is solutions. Our goal with my team and all the people we work with is to provide solutions that are as turnkey as possible to ensure that they can be efficient very quickly. Alternatives to single-use plastics, carbon measurement tools, low carbon solutions, smart weight solutions or weighing solutions, eco labels, or facilities like Abri d'Urgence. I could mention many more. They're examples of the type of solutions that we roll out throughout the group. It's important that these solutions be rolled out on a very large scale and with as much impact as possible. The fourth pillar is collaboration. We are in the hospitality business, so by definition, we have a lot of stakeholders. We always have, be they local NGOs or national NGOs, local authorities, because hotels are part and parcel of the local fabric.

We also have international players, the United Nations, and alliances with the Sustainable Hospitality Alliance. We believe, in fact, we're convinced that we have and will continue to have an impact over and beyond our group, and it will be a very much an integral part of our ecosystem. This we do with a lot of our competitors, in fact. The idea is to accelerate solutions that will benefit the group, but indeed the whole sector. As I said, these pillars and work methods translate into concrete results that have been audited. First of all, in terms of carbon emission reductions, our goal is to play our role in carbon neutrality by 2050 for the planet. That means that our goal is to reduce our CO2 emissions by close to half between now and 2030. Now, we're not going to start in 2028.

We've already started on all this. We've rolled out a carbon measurement tool. 71% of our hotels use this carbon measurement tool. 71%. Moving on to plastics. Let me dwell on our carbon emissions reduction. These are absolute values and not in terms of intensity. We are the most ambitious of all groups in this area in terms of carbon reductions. These are goals that have been approved by SBTI. Our competitors have started. We are several lengths ahead of the competition in implementing our methods and reaching our goals. Single-use plastics. 84% of our hotels have removed 46 single-use plastic items in the guest experience. 84% of the hotels have eliminated single-use plastics.

This was a huge challenge that involved the whole group, making us pioneers in this area, a step ahead of regulations throughout the world, even in countries where there were high expectations on the part of customers. It was customary to use single-use plastics. In terms of training, 97% of our employees have attended the so-called School for Change, a six-hour training program that explains in detail climate warming, the challenges of biodiversity, and the social environmental impact of these various areas. Finally, in diversity, we have achieved a level of 39% of our management committee are women. Now, we intend to pursue this goal and become even more ambitious in terms of diversity. Now, our performance has been acknowledged in-house. You've seen the figures, but it has also been acknowledged outside of the group.

You can see the non-financial rating agencies listed here, but I should point out that CAC 40, sorry, Accor is a member of the, of the, ESG CAC 40, and is part of our non-financial rating. Maybe I could mention a few brief examples. When I say small examples, they're extremely important. I'm going to give you four examples. Of course, there could be a lot more, but let me just quote a few examples for you to show you that we are already implementing ideas that will take us even further than the targets we've set ourselves or that have been set for us by the regulator.

The first example here is the ibis Dubai Mall of the Emirates, which has rolled out a smart weighing system, which enables us to substantially reduce food waste by 60% in one year. Very good news for the planet, good news for our revenue as well, because this has generated annual savings of over EUR 6,000 and avoided generating 22.5 tons of CO₂ equivalent since 2022. We have solutions that are already in existence, rolled out in a number of hotels with great success. The challenge is really to scale up on all of this. Moving on to my next example from the U.K., the Wolverhampton Novotel. It's one of the first hotels, I apologize if my pronunciation isn't great. The Wolverhampton Novotel. That's it.

The Wolverhampton Novotel is one of the first hotels in the network to completely do away with single-use plastic water bottles. We could have quoted 1,000 different examples because there are a lot of hotels that have done the same thing, particularly in Europe. I want to give you that example because this isn't a regulatory requirement. It's also a huge undertaking. We have solutions and the rollout is being ramped up. Moving now further afield to Colombia, the Barú Calablanca received the 2023 International Sustainable Development Award. It is acknowledged in South America as being a very much a pioneer in sustainable development and possibly the most sustainable hotel in all of Colombia. For instance, 90% of the food and beverage offer is local, vegetarian, or vegan.

90% is huge and involves everybody getting behind this objective. We've done it before, we're doing it now, and we're ready to do it again in the future on a larger scale. Next example comes from Canada, where the Fairmont Royal York has engaged to reduce its current carbon emission by 80%, thanks to a deep or in-depth refurbishing, and of course, a great partnership with the very ambitious hotel owner. We learn a lot from this that we will roll out elsewhere in the Fairmont network. Just to give you a few examples, with all our brands, with all our regions, these are examples of very ambitious projects that have already been implemented, just to show you just how much weight we've put behind the wheel here.

There are higher social and environmental ambitions, and we must continue to be more ambitious, go that extra mile. If you're not running in this area, you will find yourself moving backwards. Our goal is to continue to put sustainable development at the very heart of our concerns with a sustainable group strategy, more than just a sustainable development strategy. We want a zero single plastic use by 2025. Over and beyond our customer experience, we are including single-use plastic water bottles. We will continue to work hard to reduce our carbon emissions in absolute terms by 25% and by 15% for Scope 3. We are also working on water consumption. It's not that we haven't already worked on it, but we want to take the reduction of water consumption even further.

Now, we're working on a number of different projects, and the goal is to roll these projects out even further. For all our hotels, we want them all to be eco-certified by 2026. By eco-certification, we will make our operations more objective within the limits of what the planet can sustain. Of course, eco-certification is acknowledged outside of the group, requested by quite a lot of our clients, particularly our large accounts. In the second pillar, eating or to eat, the goal is to reduce food waste by 30% by 2025 and to promote regenerative agricultural practices for food served in our bars and restaurants from next year. We have a major impact on the way that The products are grown, so an impact on the way that soil captures carbon.

Finally, with Explore, we want to place the emphasis on low emission mobility offers. We also want to embrace a nature positive approach by accelerating the conservation of biodiversity and by restoration and regeneration initiatives. Last year, the COP set us the target of being nature positive by 2030, where we fully subscribe to that goal and that dynamic. We will continue to train our employees. You never spend too much on training. As Sébastien said, we are recruiting so many people that we have a duty to form them. That's what I wanted to share with you, our ambitions, what we've achieved.

The whole group is really mobilized in the field of sustainable development, we will continue to accelerate our involvement at the request of Sébastien Bazin, of course, also the request of the board of directors, the regulators, our stakeholders. To wrap up, we do have a tailwind here. All the more so that in 2022 we have shown our ability to deliver with concrete results that benefit us, of course, but that also benefit all our stakeholders.

Sébastien Bazin
Group Chairman and CEO, Accor

Dear Brune. As you call me Sébastien Bazin. Brune Poirson, thank you very much. Happy to give the floor to Besma Boumaza to talk to you about the board of directors that she has the great fortune to represent you.

Besma Boumaza
Group General Counsel and Board of Directors’ Secretary, Accor

Thank you, Sébastien. The board of directors. In 2022, the board had 12 directors, including two directors representing our employees.

60% of the directors were independent and 50% were women. The ladies representing employees were not included in the last two calculations. As you know, three terms of office are expiring today, you are being asked to appoint a new director. At the end of today's AGM, and subject to you approving our resolutions, the number of directors will increase from 12 to 13 with the appointment of Anne-Laure Kiechel, who's here today, and two employees representing employees. Iliane Dumas was recently renewed by the biggest trade union in the company. That's Iliane Dumas. As a result, after today's AGM, the proportion of independent directors will have increased from 60 to 64%, and the number of women, or proportion of women from 50 to 55%.

Let's now look at the work conducted by the board of directors in 2022, which held 11 meetings with an average attendance rate of 90%. During the year, the board reviewed the group's strategy, took decisions concerning the normal run of business, but more particularly, it worked on the internal reorganization to two separate divisions following the work done by the ALL Heartist Fund, monitoring the group's positioning in Ukraine, authorizing exclusive negotiations for the disposal of the shares in the company that owns Sequana, this building. The board has also got four specialized committees, beginning with the Audit Compliance and Risks Committee, which met four times with an average attendance rate of 80%.

This committee prepared the board's deliberations concerning the review of annual and half yearly accounts, also monitored the implementation of the compliance program and the measures taken in the field of cybersecurity and protection of personal data. The Appointments Committee, which is open to all directors, met four times with an attendance rate of 100%. It studied the different proposed investments and disposals. The International Strategy Committee studied the impact of international issues on the group's activities. The attendance rate was also 100%. Finally, the Appointments Compensation and CSR Committee held five meetings with an average attendance rate of 91%.

Before giving the floor to Bruno Pavlovsky, who will tell you about this committee in just a few seconds, let me tell you that in February of this year, the board decided to add an additional committee on ESG, really to track the group's involvement in environment, climate, and biodiversity. This new committee is chaired by Hélène Auriol-Potier and has six directors, including one of the directors representing the employees. Could I ask Bruno Pavlovsky to join me here on stage? Thank you for your attention.

Bruno Pavlovsky
Independent Director, Accor

Thank you, Besma. Ladies and gentlemen, dear shareholders, I'm happy to be here with you today to talk to you about the Nominations Compensation Committee for the very first time, in particular the of the executive directors.

In 2022, the board of directors has implemented the compensation policy that you approved at the last AGM. The fixed amount of Sébastien Bazin's compensation has remained unchanged at EUR 150,000 is variable, and your compensation was evaluated according to the levels of achievement of the objectives that we had agreed together. As a reminder, the quantitative objectives were related to EBITDA, free cash flow, sustainable savings from the Reset Plan, net organic growth in the number of rooms, as well as on three CSR criteria. The % of managed and franchised hotels that have phased out single-use plastics from the guest experience, excluding disposable water bottles, the % of women on management committees worldwide, and the percentage of managed and franchised hotels for which a carbon output measurement tool is in place by the end of 2022.

In addition, there were qualitative objectives, namely the agility and operational suitability of the model and talent development. After analyzing the performance and achievement of each of these objectives, the board of directors concluded that the variable portion of Sébastien Bazin's compensation amounted to EUR 1,559,129 gross, i.e., 124.7% of the reference amount, to the potential being a maximum of 150%. Your Chairman and CEO has also been granted performance shares in 2022 in accordance with the compensation policy, subject to a lock-up obligation and to performance conditions as described in the URD that you've been able to consult.

In addition, this year, you will also be voting on the renewal of the term of office of Sébastien Bazin as a director and as Chairman and Chief Executive Officer. Meanwhile, as is the case every year, you will be voting on the compensation policy for your Chairman and CEO for the coming year, the so-called ex-ante say-on-pay. You may have noticed from the documents made available to you that the amount of the fixed compensation for 2023 remains unchanged once again. There has been no change since January 1, 2016. For fiscal 2023, the board wished to review and adjust the total compensation of Sébastien Bazin in the context of his reappointment and for the duration of his new term of office.

The board, on the recommendation of the Appointments Compensation Committee, wished to link the compensation of its chairman and CEO more closely to the company's performance, particularly its share price. It also examined the practices of other CAC 60 companies and peers in the hospitality sector to find the best balance. The reference amount of variable compensation was thus increased from EUR 1.25 million to EUR 1.4 million. I'd like to remind you that the variable compensation may vary from 0% to 150% of this reference amount, depending on the achievement of performance conditions set by the board.

The ceiling on the number of performance shares that may be granted to the Chairman and CEO has also been revised and may now represent up to 280% of his gross annual compensation, compared with 250% in 2022, in order to better align with the interests of shareholders. As I said, the annual variable compensation varies according to the level of achievement of both quantitative and qualitative objectives. The quantitative objectives represent 80% of the annual variable compensation. On the one hand, they are financial, EBITDA versus 2023 budget, free cash flow, excluding disposals and M&A growth, including the change in operating working capital versus 2023 budget. On the other hand, there are non-financial objectives: organic growth in the number of rooms in line with the 2023 budget and four ESG criteria that reflect the group's priorities.

The percentage of managed and franchised hotels that have phased out single-use plastics from the guest experience, including disposable water bottles, the percentage of managed and franchised hotels that measure carbon output via a carbon measurement tool, the percentage of managed and franchised hotels that have established a baseline for food waste, and the percentage of women on management committees across the world. The qualitative objectives, representing 20% of the annual variable compensation, are based on the implementation of the new turbo organization and talent development. Ladies and gentlemen, dear shareholders, thank you for your attention.

Sébastien Bazin
Group Chairman and CEO, Accor

Thank you very much, Bruno. Before handing over to Jean-Christophe Goudard, representing the statutory auditors. Since they're here in this room, because we talked about their committee, I would like to talk about Isabelle Simon.

Her committee is strongly involved in financial reporting efforts. They're the committee that has spent the most time on those tasks. Thank you so much, Isabelle, for making the time and being here today. Also, let's welcome Ugo Arzani, who's in charge of the Commitments Committee and all of the financial transactions exceeding EUR 100 million, whether purchasing or selling or debt. Thank you very much to the two of you for being here at this AGM. Jean-Christophe Goudard, please join us on the stage.

Jean-Christophe Goudard
Audit Partner, EY

Thank you very much. Sébastien

As Sébastien said, I would like to share with you the conclusions of the statutory auditors, Ernst & Young and PwC. Dear Chairman-

Dear directors, dear shareholders. This year, we have eight auditors' reports. As usual, I suggest a summary of the conclusions of those reports. The reports can be split into three different categories. The first two categories relate to the ordinary AGM, and they include our reports on the consolidated and statutory financial statements of your company on the one hand, and our report on related party agreements on the other. The third category includes our reports regarding the extraordinary shareholders meeting resolutions. Thus rather such resolutions aim at authorizing and delegating certain corporate actions involving Accor shares to your board of directors. If that's okay, I will simply share our conclusions. Regarding the reports on the financial statements for fiscal 2022. In reference to resolution number one, you will find our report on page 390 of the Universal Registration Document.

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 of December 31st, 2022, and of the results of its operations for the year then ended in accordance with French accounting principles. You will find in the second part of this report our key audit matter, namely the measurement of equity investments amounting to about EUR 6 billion in net, carrying amount representing 54% of the balance sheet total. We have disclosed our audit approach as well as the work performed. Regarding the specific verifications, they relate to the information provided in the management report and in the other documents with respect to the financial position and the financial statements provided.

Also, the report on corporate governance and the information regarding the purchase of investments and controlling interests, as well as the identity of the shareholders and holders of the voting rights and the cross-shareholdings. We have no specific comment to draw to your attention. Second point, our report on the consolidated financial statements for fiscal 2022. This is resolution number two, and you will find a report on page 354 of the URD. In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the group as of December 31st, 2022, and of the results of its operations for the year then ended in accordance with the IFRS standards as adopted by the European Union.

In this report, you will find our key audit matter, namely the measurement of intangible assets amounting to about EUR 5.4 billion, representing 46% of the balance sheet total. In our report, we have disclosed our audit approach as well as the work performed. Item number three, our special report on related party agreements, which relate to resolutions 12, 13, 14, and 15. You will find this report on page 272 of the universal registration document. I would like to remind you that it is our responsibility to report to you based on the information provided to us on the main terms and conditions of those agreements that have been disclosed to us or that we may have identified as part of our engagements, as well as the reasons given why those agreements are beneficial for the company.

It is your responsibility to determine whether it's appropriate and should be approved. The agreements to be submitted for approval of this AGM are as follows. For resolution number 12, the signing of a sponsorship agreement benefiting the Fondation de France, acting in the name of and on behalf of the Fondation G&G Pélisson. Regarding resolution 13, the renewal of the agreement entered into on April 20th, 2021 with Accor Acquisition Company and approved by the board on May 20th, 2022 for the use of office space by the latter. Regarding resolution 14, the signing of a new partnership agreement with Paris Saint-Germain Football Club. Lastly, for resolution 15, the signing of a share subscription agreement for Rotana Music Holding Limited. It's a music production company headquartered in Abu Dhabi in the UAE.

Of a shareholders' agreement with the other shareholders of said company, the main shareholder of which is a subsidiary of Kingdom Holding, the fourth-largest shareholder of the company and represented on the board of directors. Regarding the agreements already approved by the AGM in previous years, whether or not they have an impact on this period, please refer to our report for further details. Last aspect, regarding the extraordinary shareholders meeting resolutions. In reference to resolution 17 to 27, Besma referenced the content at the beginning of the AGM. Please refer to our reports in the URD. Regarding the findings, I would like to clarify that we have no specific comment to draw to your attention regarding those resolutions. Thank you very much for your attention.

Sébastien Bazin
Group Chairman and CEO, Accor

Jean-Christophe, thank you very much. Thank you to the four of you for being here.

Over to you, Besma, for presenting the various resolutions before we start the Q&A session.

Besma Boumaza
Group General Counsel and Board of Directors’ Secretary, Accor

Thank you very much, Sébastien. Let's start with resolutions one and two. The purpose of which is to approve the parent company consolidated financial statements for fiscal 2022, and also the third resolution, which concerns the appropriation of earnings for fiscal 2022, and the payout of the dividend for the first time since 2019 in the amount of EUR 1.05. Resolutions 47 consider the renewal of directors' mandates and the appointment of a new director. The three terms of office expiring at the end of this meeting and proposed for renewal are those of Sébastien Bazin, Iris Knobloch, and Bruno Pavlovsky. I would like to clarify that Mr.

Bazin would then be confirmed as Chairman and CEO, Iris Knobloch would be confirmed as Vice Chairperson and Lead Director. In addition, the appointment of Anne-Laure Kiechel as an independent director is submitted for your approval. All of these terms of office, all of these appointments are for a period of three years. Regarding resolutions eight and nine, they relate to the ex post say on pay. The eighth resolution submits to your approval the reports on the compensation of all corporate officers, including their directors, for fiscal 2022. Resolution nine concerns the approval of the fixed variable and exceptional components of the total compensation and benefits of all kind paid or granted to Sébastien Bazin in respect to fiscal 2022. Resolutions 10 and 11 have to do with the ex ante say on pay.

They submit for your approval the compensation policies for the Chairman and CEO and the directors, respectively, in respect to fiscal 2022. I remind you that all of the information relating to the compensation of corporate officers is included in the URD. Resolutions 12 to 15 submitted to your approval have to do with related party commitments made during fiscal 2022. The sponsorship agreement to provide financial support alongside Accor's franchise owners for the extension of the Institut Paul Bocuse. Resolution 13 regarding the renewal of the provision of premises free of charge to Accor Acquisition Company, which is a special purpose acquisition company of which Accor is the sponsor.

Resolution 14 concerns the conclusion of a new partnership agreement with the Paris Saint-Germain Football Club, which will provide worldwide visibility for our ALL brands and also enable the company to provide a unique and special experience to members of the ALL loyalty program for four seasons. Resolution 15, its purpose is to approve the conclusion of a share subscription agreement for Rotana Music Holding Limited, which is headquartered in Abu Dhabi. This will help Accor strengthen visibility of its ALL loyalty program in the Middle East. As the statutory auditor said, please refer to the special report to the statutory auditors regarding related party agreements in previous years, which continue to have an impact in 2022. Resolution 16. The purpose of this resolution is to renew the authorization that you give each year to the board of directors to trade in-company shares.

The authorization requested concerns a maximum of 10% of the capital at a maximum purchase price of EUR 70 per share. Resolution 17 seeks to authorize the board of directors to reduce the company share capital by canceling shares for a maximum of 10% of the capital. These two authorizations may not be used during a public offer period. Resolution 18 proposes that you delegate to the board of directors the power to issue shares or securities, giving access to the share capital with preferential subscription rights up to a limit of 50% of the share capital. Resolution 19 proposes that you delegate the same shares or securities without preferential subscription rights by public offer up to a limit of 10% of the share capital.

Lastly, resolution 20 proposes the issue of the same shares and securities still without preferential subscription rights, by way of an offer to qualified investors or to a limited circle of investors still within the limit of 10% of the share capital. Resolution 21 proposes that you delegate to the board of directors the power to increase the number of shares to be issued in the context of a capital increase, with or without preferential subscription rights up to a limit of 15% of the initial issue. Resolution 22 proposes that you delegate to the board the power to issue shares or securities as consideration for contributions in kind made to the company.

Resolution 23 proposes that you delegate to the board the power to issue shares or securities by incorporation of reserves, profits, or share premiums up to a maximum of 50% of the capital. Resolution 24 proposes that you limit the maximum aggregate nominal amount of the previous capital increases to 50% of the share capital with a ceiling of 10% of the share capital for capital increases without preferential subscription rights. I would also like to point out that none of these resolutions are maybe used in the event of a public tender offer for company shares. I will group together Resolutions 25 and 26, which propose that you authorize the board of directors to set up a company savings plan in France and abroad. This concerns a maximum of 2% of the capital.

Resolution 27 proposes that you authorize the board to issue equity warrants to be allocated free of charge to shareholders in the event of a public offer for the company shares. I'd like to clarify that this resolution can only be implemented following a positive opinion of an ad hoc committee of the board composed solely of independent directors. Lastly, Resolution 28, powers for formalities. Thank you very much.

Sébastien Bazin
Group Chairman and CEO, Accor

Thank you very much. Besma.

Let me dwell on the seventh resolution for a few minutes. Because we are fortunate to have here with us today the person, Anne-Laure Kiechel, in the first row, who is up for election. I know Anne-Laure well. Anne-Laure is a wonderful economist. She was, I'm not sure she'll be going back to investment banking, but she was a very highly talented investment banker at the very top echelons. Because she has a very strong, audacious personality, she decided to leave the comfort of the investment banking world in Paris to create her own company called Global Saban Advisory, a company that was created, I think, three or four years ago. She will confirm. Which is expanding very, very rapidly on quite a number of continents with a lot of offices.

Its noble task is to propose advice to a certain number of foreign governments in the field of debt, in the fields of economics and social affairs. To give them an outside view to help make the right decisions in their countries, both in terms of global challenges and European challenges. When you will read what Anne-Laure and her people have written, she has a very large staff. You'll see just how smart, how deep this information is, and how fortunate we are to have it. I told her we won't be able to compensate you as well as other governments and other companies, but please join our board because Anne-Laure's vision of the international affairs is a rare resource. Anne-Laure, thank you for having accepted to join us.

Second thing I want to mention, which is nothing to do with the aforesaid, but I know quite a few of you in the room here have already paid tribute to Mr. Tran. He was an individual shareholder, but he was not like any other individual shareholder. I was fortunate to be on two boards, Accor and Carrefour's board for a five-year period. So during the annual general meetings of these two groups, I was fortunate to meet him, as many others were in other AGMs. The word that comes to mind when I think of Roger Tran is unsettling. He was not like any other. He was very funny in his own way, very refined, ever present, and I know as others have said before me, he was very, very, very difficult to understand.

Each and every time his questions were clever, and we miss him. We miss him because AGMs are often laborious, boring affairs, and it did us a lot of good at the time of the open questions to break our hearts laughing because about one t ime in every three, one in every three questions was misunderstood by the person asking it. Somebody had to wondered how the CEO was going to answer a question that nobody else had understood. A little aside, if I may. When thinking of him this morning, you may have been here with us in the Pullman Montparnasse that's five or six years ago, when Roger Tran took the floor with his usual three questions.

One of the questions, when I think about it now, I wonder why he actually want to venture into that area, but I think it was just for fun, to make us laugh. The issue he rose was to ask us if we could do something to ensure that the toilet seats could be lowered to ensure that small people could actually urinate with their feet on the ground. Can you just imagine me trying to understand what Roger Tran had just said? I understood the word toilet, and then I sort of wanted to understand the toilet bowl, and then I want to know why he wanted to lower the toilet bowls, until eventually I came to realize that it was people of restricted growth.

I absolutely roared laughing when I think about Roger Tran asking me that question. Gérard Pélisson, we miss you, but we also miss Roger Tran. I'm quite sure that some of you will take up the challenge. A little tribute in passing to our ever-present Roger Tran. This brings me to the written questions. We have two written questions. The first of these concerns dividends. Shareholder wrote to us that we've been very actively buying back shares in recent years and wanted to know why we had bought back shares rather than pay out a dividend. Also, what criteria we used to decide between share buybacks and dividend payout.

Well, the criteria are a combination of economic currency, and we said 50% of our recurring free cash flow would be allocated to pay the dividend. That's a rule we've had for quite a few years, and we're not going to depart from that. When we talk about non-recurring or extraordinary income, we tend to buy back shares rather than pay dividends for two reasons. The first reason, that all too often when the dividend is exceptional, it goes to people who sell their shares the day after they receive the extraordinary payout. I'm not incriminating everybody, and most of you have kept your shares for a very long time, but a lot of American shareholders sell off their shares the day after the dividend payout.

As for share buybacks, well, share buybacks benefit everybody, particularly those who keep their shares, because the shares we buy back are then canceled. Fiscally, it's also more advantageous for individual shareholders. In this company, when we talk at Board of Directors meetings, while we could change it, but the ordinary dividend will be a good reflection of the economic activity. If we have additional and extraordinary non-recurring income, the chance of the return to shareholders in most, if not all cases, it will be in the form of shares that we buy back and then subsequently cancel. The second question we received concerns our water consumption targets. Unless you're mistaken, your previous water consumption target was successfully achieved last year. Congratulations. Have you already set up new water reduction targets? Are you planning to tie these goals to the compensation of your CEO?

What actions as a hotel chain can you embark upon to further reduce water consumption? We are going to do that, but we'll do that when we've set up a tool we expect to implement next year in 2024 that enables us to measure water consumption by hotel, by destination, and so on. In other words, when we set ourselves the goal of reducing water consumption, if these decisions are at a global level, they're not terribly meaningful. Really, what we need to look at is the areas where there's a scarcity of water. And I spoke about this only three days ago here, and this is why the question is particularly relevant.

I can't accept that one-third of the world's population does not have access to drinking water, because behind this third, we have a total of 2.5 billion people. The world of hospitality should take up the challenge of the lack of drinking water and take up the challenge of reducing the water we consume. This is part of the food chain that we talked about with Bruno and his team, about how water is supplied, how water is used in vegetables, what we consume, because it's also in our kitchens that we use water. It's important to look at what we need, what we don't need. We also consume water in the form of showers. We consume water throughout the hospitality business.

Alongside Schneider, we've worked on setting up a tool using methodology to calculate the carbon footprint of each and every hotel and brand to be able to measure it year after year and then reduce it. We need to have the same tool in all our Accor brands to measure the water consumption and share it with our suppliers. We've rolled out this tool, there's no doubt that the Board of Directors and Hélène is in front of me, she too has asked that these be measured every year and therefore reflected in the compensation of the executive director and the senior officer.

Just give us enough time to find this tool, perfect it, make it simple, concrete, but we'll roll it out at local level, and then we will add up all the local commitments to make a global commitment. Sum of the parts. I'm now going to give the floor to the individual shareholders. I know there's representatives here. I don't know where he or she is. Would you please either stand up or come here, and we give you a, we give you a mic. Representing individual shareholders.

Jean-Pierre Berrolett
Shareholder, Private Investor

Thank you. I'm Jean-Pierre Berrolett, and I'm a member of the Individual Shareholders Advisory Committee. I have a question between the link between inflation, sustainable development, and the environment. Inflation has raised its head durably, I'm afraid, and it has an impact on the states, companies, individuals.

In France, for instance, we have found that Organic products are being consumed less because they're more expensive. Now, Accor has had a long-standing commitment in favor of sustainable development. You've actually been a pioneer in sustainable development and have had very major commitments. Which I think we've heard about time and again at our AGMs. Is there any change of this being affected by inflation? Over and beyond Accor, what are your feelings on the impact of inflation on society at large? Are the commitments made before you by Brune, by Brune rather, and her team, will they be changed in any way because inflation is high?

Sébastien Bazin
Group Chairman and CEO, Accor

The answer to that is simply no.

Quite simply no, because the commitments we make are made independently of the economic environment, so there's no reason why they should be questioned or challenged in any way, irrespective of the economy. That said, your question is relevant because the discussions ongoing are aimed at two things. Firstly, at reducing our consumption of energy, water, and many other things. But secondly, to transfer the way we consume to exit fossil energies to work our way towards renewable energies. This is going relatively well, but there are a number of regulations and rules here. These people are on the sixth floor, and we have a big stake in a company called Energy Observer, which is a company that is fostering hydrogen, and particularly green hydrogen through generators that we'll be using on boats and very soon in our hotels.

Hydrogen is currently way too dear by comparison with fossil fuels. Legislation doesn't really allow us to use this type of green energy. Little by little, we are getting there, finding the right methods, but our commitments are not challenged in any way, and we will reach our goals. As for inflation in the broader economic context, we are good students and bad students. I'm afraid I know that well because okay, well, we're good students in the sense that we can set our room prices every day. It's not the same when you have rent to pay on a office or buildings or whatever. If costs and wages are inflated, we can actually pass that on to clients by increasing prices on a day-to-day basis. We've had that good fortune for the last 14 months or so.

We're also bad students because in doing that, we are contributing to inflation through the price of rooms. It's the same reply I gave to you about energy consumption. We're going to have to strike a good balance between not being guilty of contributing to inflation while abiding by the commitments we have made to our hotel owners and shareholders. This is one of the charms of our business. I see a number of questions. I have questions here that we've received via internet. I can read them to you if there are no other questions from the room. We have Number. It seems we have another. Number two, and before that, Number two first.

Speaker 12

Hello again. I have several questions for you. I'd like to know who drafts your documents.

Sébastien Bazin
Group Chairman and CEO, Accor

A competent person, I can assure you, madam.

Oh, no, I'm going to quote two examples. I will give you two as examples. Page 123 of the Universal Registration Document in the French version, often clients, healthy food or that's healthy for the planet. You say, I'm quoting, "The group has been implementing a healthy food charter, articulate around commitments made, prioritizing local suppliers and suppliers in season." In the next block, you say, "In our restaurants, this translates into the prohibition of using seasonal and local products." I'm just taking two examples. The other is in the notice of meeting. Cost approach to preserving the environment and so on and so forth, will not be handed out at the AGM.

If you wish to receive documents and information, I'm not quoting the articles, please contact us and ask us that we send you these documents, which will be at your disposal on page 19 at this brochure. I go to page 19 to ask you to send me this notice of meeting.

Speaker 14

That's my first question. What you're saying is that we can still improve.

Sébastien Bazin
Group Chairman and CEO, Accor

Okay, I'm gonna give you another bedside book as a better one than our reference document. What that proves is that we read them, and that's why we publish them. Even though, okay, they're difficult to obtain. Page 157 of the same document, the CNIL fined you EUR 600,000 for several shortcomings. In the meantime, you have become compliant. This was back in 2019.

You were inspected, subsequent to several complaints by European users, Not French, but European clients. In 2022, the CNIL issued a favorable review. What I'm missing is your ACDT. This is your digital profile. It's a lot of information for people who you never see. Our, this is really intrusive. It's really intruding into our private details. Now I'm sure Besma will back me up on this. No. There are a number of rules and regulations that protect our clients and consumers, especially in terms of how personal data is shared or not shared. The CNIL, the authority, has or regulator has been, has ruled in our favor.

Any of you who have accepted to join a loyalty program, you will have a little box that you tick to tell us whether we can keep your information. It's the opt-in, opt-out box. It's you who decide whether or not your personal data can be recorded, shared, used. If you don't want us to use it, don't worry, you're fully covered by the law. This is why we were fined, because we weren't explicit enough in our explanations. We will not use your data if you do not want us to. If I haven't got a computer at home, what do I do? You're even better protected because if you haven't got a computer, we haven't got your information. You're as safe as houses.

Speaker 12

You have partly answered my question about Accor Key.

Sébastien Bazin
Group Chairman and CEO, Accor

We now have a virtual key, to give us access to the lift and our rooms. I asked you, if we didn't have a smartphone, because everything's recorded on the smartphone, do we have to sleep in the lobby? I just have an ordinary phone, so I can't download anything onto my phone. Okay, I'll leave that to Brune. It's a big change from the actual height of the toilets. Well, I'm not as funny as Roger Tran used to be. The answer is, madam, that I'm afraid I don't know. There is always a reception desk at a hotel. There's always somebody who will deal with problems. The digital key actually is to make life easy, but there are always backup solutions.

We do want our clients to sleep in our own hotel. Even if it means sleeping in the lobby? There's a reception and a receptionist. There will always be somebody to make sure you get into your room. I'll keep the rest for next year. Please come back and join us next year. I'm here every year, sir. Are there any other requests for the floor? There's a gentleman at the back of the room. If we could get a microphone to the gentleman.

Speaker 13

I'm a former employee of the group, Chairman, from a few years back. I'm still very much an employee at heart. Three questions, if I may. The first question concerns the level of business. Before COVID, there was no teleworking. Teleworking has now become part and parcel of our daily lives.

Secondly, at previous AGMs, you talked about the possibility of developing the business with a conciergerie , where you could bring your shoes to have somebody polish them, and you could retrieve them the next day. We could do yoga or take out a subscription to the swimming pool at Molitor, maybe. The possibility of meetings outside of company premises, or maybe sell luxury accessories in a high-end hotel. These were all ideas that I'm just wondering what they had become, or have they just fallen by the wayside? You have 46 brands in your portfolio. Over time, do you foresee an increase or a decrease in the number of brands? There's a new strategic decision concerning the separation of the group into luxury on the one hand and economy and mid-scale on the other hand.

I'm not sure I fully understand the wording, will you be communicating about the profitability of the two divisions or two branches? Is there any possibility of one being carved out? When we carved out AccorInvest or the prepaid services, the share price was divided by two every time. I have another question concerning the risk or danger of a takeover bid. Now, you're managing the group and managing it in conditions where you've had a tailwind that got you through the storm. There's a possibility of somebody else managing the group better from within the group or outside of the group.

Sébastien Bazin
Group Chairman and CEO, Accor

From your three questions, I have identified five. Right. Concerning your first question about new business, teleworking and so on. Not only have we not abandoned all that, we have accelerated.

Within this group, there are two different stakes, one called WOJO, in which we have a 50% stake alongside the Bouygues Group. WOJO is an operator like Regus and WeWork, where they have something like 70,000 sq m and in 12 locations in the Paris region and Barcelona. It's going well. This is a place where you can go and work by day, by week, by month, without making long-term financial commitments. You will have a reception at an office that will be closed or locked or unlocked, depending on your means. There's another stake called Worklib, which is a digital intermediation platform that you can use to book in a hotel, museum, or somebody else's office.

You can make reservations to make it easy for the employees of large groups to use space outside of their usual pre-COVID spaces, be it in the office or the tower block they are accustomed to working. The number of large groups that use Worklib to enable their employees to use independent locations, we know where they are, what they cost. Accor has a 40% stake in this entity. Not only have we not abandoned the idea, but we're developing it because the demand is five to six times higher than what we anticipated before COVID. As for the concierge idea and the idea of dropping off shoes for the cobbler or let's say garments for dry cleaning, that was not a great idea.

To be very honest, it was my idea. It didn't work because it was a lot of restrictions, because we found it very hard to price that service, because the reception desk didn't really have time to handle parcels that weren't their clients' parcels. It was probably a very noble idea to become part of the local fabric, but it's an idea that we abandoned because we didn't have the right model, and there were a lot of restrictions. However, meeting rooms you can use through Worklib because you can reserve or book a meeting in one of our hotels or offices. The brands, you said there are 46.

I have to be careful because I'm the first to talk about the 46 brands, but quite a few of these, about 15, about a third, if you like, are local or regional brands that you're not very familiar with. Some are called Sebel, Art Series in Australia, and they're big in Australia, but they will never go beyond the boundaries of Australia. They will never become continental or inter-regional brands. They're there, they're in the portfolio. Out of the 46, there are about 30 global, major global brands. They haven't got the same means or the same growth as smaller ones. You mentioned these brands, the importance of the brands, their promise, their growth.

It's on the 27th of June, when we will take six or seven hours with those of you who wish to attend to learn about the benefits of our new organization, which is a very pragmatic operational organization. It doesn't exist as a legal entity per se. On the last point, the danger of a takeover bid. Is there a threat? Well, people have been crying wolf about Accor for years, and nothing has ever happened. The only way we can defend ourselves against this risk, if it's deemed a risk because some shareholders would love to have a takeover bid because that would boost the share price. That's not what I would like. The best way to defend ourselves is to be as efficient as possible and to have a share price that's a good reflection of our efficiency.

Obviously, much happier with a 35% increase in the share price over the start of the year, we're not entirely happy because I think we can do a lot better. As for somebody doing a better job than me in the group, the really good news is that within the next five m inutes, you will have an opportunity to vote on that. 75. We've never hit EUR 75 . We can talk about this, but insofar as I'm a director of the group... No, no. Hang on. You may be right. The lady, I'm afraid, is off mic. I've been a director for 15 years. As for Edenred, which the gentleman mentioned, it was difficult at the time, but as a director, it's worth more than than Accor. Wonderful growth in a very different market.

They made an acquisition as recently as last night. For the shareholders you were, that you are, it was great to give Edenred its independence. In fact, both these companies were given their independence. They didn't have the same objectives and didn't need the same means.

Julie Ezot
Shareholder, Private Investor

Julie Ezot, I'm an individual shareholder. Thank you for giving me the floor. Congratulations on your results in 2022. Our shareholders, we have every reason to be satisfied. I have a question concerning inflation. We know that the trend is basically inflationary. There's no knowing what is going to happen in the months and years to come. There's a lot of talk about inflation continuing to rise or remain high.

Do you think there's any risk of clients, I'm not talking about luxury clients who aren't really affected by inflation, but is there any danger of your other clients, your guests having to trade down because of inflation? Is there any danger of them trading down to cheaper hotels? Of course, which would have invariably have an impact on Accor's results.

Sébastien Bazin
Group Chairman and CEO, Accor

I'll start answering that. Jean-Jacques has been working on the economic model and the growth in premium and economic divisions, our premium economic divisions. He'll take over from me. Since COVID, a number of very important things have happened.

In the hospitality industry, whether it's in the U.S. or IEA or as well, we have been able to price a room or a brand, and it's 15%-20% higher than during the 20-year period before COVID. 20% for high-end and between 15, actually 12%-15% for the ibis, Novotel, and others. You can look at the glass and say it's half empty or half full and say, "Well, it's half empty. It's not going to continue," or we could look at the glass half full and say, "This is amazing. Were we too fearful over the last 20 years pre-COVID? Should we have increased the prices?" Well, I tend to think of the glass as half full.

I think COVID enabled a lot of industries, including our hospitality industry, to put a real price and a real value on the rooms, something we never really dared to do beforehand. If the promise, the service, the cleanliness and all our commitments are, or promises are kept, the price will last durably, and it's nothing to do with inflation, simply recognition of a service and quality. That's my way of looking at it. I'm not fearful. We talked about this with you before. The condition is, if you're not disappointed with the reception and service, that'll be different. If the service is good, then you will be happy. Just a few additional information. When you look at the figures, if you just look at how we can project into the future, we don't foresee what you've suggested.

What I showed you this morning is quite the opposite. In fact, what we call pricing power, which is the ability to match our prices and increase them, is actually stronger in April than it was last December, four months previously. On the current basis, the phenomenon is not the inflationary context you've described. There's also the way that young people consume since COVID. I think people have given greater priority to experiences like ours, so I think we're in the right sector. The way they allocate their purchasing power, well, they attach a lot more experience to buying an experience. This is true of service industries in general, particularly tourist industries. How long this will last? That's what we need to ask ourselves. My final comment is that the inflation we have in Europe is driven by energy. Not everybody has the same level of inflation.

For us in Accor, the question of inflation will not be the same in Europe or in the U.S., which has a different type of inflation, or indeed in countries where we're very well-established, like the Middle East, where the talk about inflation is of a completely different time. The equation is, well, is different depending on where we're talking about. We have one more question from the floor, and then I'll read the two questions that I have.

Laur David
Shareholder, Private Investor

Good morning. I'm Laur David. I'm an individual shareholder. My question concerns the resolutions we'll be voting on. In the 13th resolution, you intend to continue to develop the guest experience, particularly in terms of entertainment and events. I was just wondering, concerning the 15th resolution, why did you not house Rotana Music in Accor Acquisition Company?

What are the advantages that you see in integrating and developing this business or this company, and what investments are you looking at in years to come? Thank you, madam.

Sébastien Bazin
Group Chairman and CEO, Accor

This information has already been shared on a number of websites because it's in the public domain. Accor Acquisition Company is what's known as a SPAC. It's a special purpose acquisition vehicle or special purpose acquisition company. The decision was taken two years ago, and the board of directors of the SPAC, of which I'm a member, ended this whole story three weeks ago because the SPAC market has been through very bumpy times over the last 12 years in terms of stock market activity.

Because this special purpose company was headed by Emir and I made about 30 acquisitions worldwide in entertainment, wellness, food, teleworking, but we did not find the acquisitions that we wanted. Either they weren't good enough or they were too expensive. We've abandoned that idea. It was managed very professionally by our people. We have regrets because we feel that we could venture into fields outside of our business as investors, but for financial reasons, market reasons, we abandoned that venture. The decision had to be taken, and I believe this was the right decision. As for Rotana Music, this is a very, very small investment. I think we're talking about 4%, no more than 6% of the company's capital. They are the biggest music publisher in the Middle East, particularly in Saudi Arabia.

For those of you who don't already know. Three years ago, Saudi Arabia did not have access to music in public areas. This was a regulatory requirement. That included hotels, restaurants, shops. There was no music. Rotana Music from Abu Dhabi was one of those who promoted the opening up of Saudi Arabia in many, many ways, including access to music in public areas. Rotana is soaring, working alongside partners in Saudi Arabia, and we were asked if we would like to come on board to roll out their music in the hotels, which is what we decided to do. I think it's the opening up of Saudi Arabia to the rest of the world. I think that's a very, very good thing in many, many ways. That's why we made this investment.

I have two questions in front of me that we received by internet. The first is from a gentleman called Jérôme Gontier. Acquisition or merger with a major U.S. player like Marriott, Hilton, would that be envisageable? Thank you. Well, thank you for your question. Would a merger be feasible on paper? Yes, because the investment bankers worldwide have all envisaged it. For the last 10 years, we've been receiving every single scenario, not just Marriott and Hilton, but everybody else. If I've received them, you can be sure that they've received them, too. Investment bankers tend to send their suggestions to both parties, so it's neither necessary, envisaged or. Can you guarantee that the prices proposed to your clients will be systematically more attractive on the ALL.com booking site than on online platforms?

It's the same gentleman who asked that question, Jérôme Gontier. If the price is not guaranteed, in 99.9% of cases, it is the best price. For four years now, we've been battling with the booking platforms to get them to accept that the lowest price will be the price on our platforms and not theirs. Please, if you go to ALL.com, the price you'll be quoted, if not lower than elsewhere, will certainly not be any higher than on other platforms. This is something we've been working on for several years now because Booking, OTA, and others were unfortunately cheaper than us, but we sorted all that out four or five years ago already. As we have a lot of resolutions, I propose to move on to the resolutions. Before that, we're going to show you a short video.

Vespa.

Bruno Pavlovsky
Independent Director, Accor

Before proceeding to the vote on the resolutions, I would like to inform you of the participation figures. At this AGM, 4,653 shareholders are present or represented, have voted by correspondence, totaling 195,132,040 shares out of the 263,031,794 shares with voting rights. The final quorum is therefore 74.19% of the vote, and the meeting can validly deliberate. As you know, shares that have been registered for more than two years have double voting rights. I would like to remind you that since 2019, abstentions as well as blank and valid votes are not counted as negative votes, but are excluded from the count.

2,893 shareholders representing 227 million votes approximately have chosen this method. We propose to dispense with the reading of the full text of each resolution with the officials of the meeting in view of the presentation that has already been made. Before we proceed to the vote, I would like to draw your attention to your voting device. Let's watch a short presentation film. Resolution number one. Please vote. Time's up. Resolution carried. Resolution two. Approval of the reports and consolidated financial statements for fiscal 2022. Please vote. Time's up. Resolution carried. Resolution three. Allocation of income for fiscal 2022. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vote est clos.

Bruno Pavlovsky
Independent Director, Accor

Thumbs up. Resolution carried. Resolution four: renewal of the directorship of Sébastien Bazin. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vo te est clos.

Bruno Pavlovsky
Independent Director, Accor

Thumbs up. Resolution carried. Resolution five: renewal of the directorship of Iris Knobloch. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vote est clos.

Bruno Pavlovsky
Independent Director, Accor

Thumbs up. Resolution carried. Resolution six: renewal of the directorship of Bruno Pavlovsky. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vote est clos.

Bruno Pavlovsky
Independent Director, Accor

Thumbs up. Resolution carried. Resolution seven: appointment of Asma Abdulrahman Al-Khulaifi as a director. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vote est clos.

Bruno Pavlovsky
Independent Director, Accor

Thumbs up. Resolution carried. Resolution eight: approval of the report on the compensation of all corporate officers for fiscal 2022. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vote est clos.

Bruno Pavlovsky
Independent Director, Accor

Thumbs up. Resolution carried. Resolution nine: approval of the fixed variable and exceptional components of the total compensation and benefits of any kind paid during fiscal 2022 or granted in respect to the same financial year to Sébastien Bazin in his capacity as chairman and CEO. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vote est clos.

Bruno Pavlovsky
Independent Director, Accor

Thumbs up. Resolution carried. Resolution 10: approval of the compensation policy for the chairman and CEO in respect to fiscal 2023. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vote est clos.

Bruno Pavlovsky
Independent Director, Accor

Thumbs up. Resolution carried. Resolution 11: approval of the compensation policy for the directors in respect to fiscal 2023. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vote est clos.

Bruno Pavlovsky
Independent Director, Accor

Thumbs up. Resolution carried. Resolution 12: approval of a related party agreement with the Fondation de France. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vote est clos.

Bruno Pavlovsky
Independent Director, Accor

Thumbs up. Resolution carried. Resolution 13: approval of a related party agreement with Accor Acquisition Company. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vote est clos.

Bruno Pavlovsky
Independent Director, Accor

Thumbs up. Resolution carried. Resolution 14: approval of a related party agreement with Paris Saint-Germain Football Club. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vote est clos.

Bruno Pavlovsky
Independent Director, Accor

Thumbs up. Resolution carried. Resolution 15: approval of a related party agreement with Rotana Music. Please vote. Time's up. Resolution carried. Resolution 16: authorization for the board of directors to trade in company shares. Please vote. Time's up. Resolution carried. Resolution 17: authorization for the board to reduce the share capital by canceling treasury shares. Please vote. Time's up. Resolution carried. Resolution 18: delegation of authority to the board of directors to carry out capital increases, through the issue with preferential subscription rights of ordinary shares or securities giving access to the share capital. Please vote. Time's up. Resolution carried. Resolution 19: delegation of authority to the board to carry out capital increases, through the issue with cancellation of preferential subscription rights of ordinary shares or securities giving access to the share capital by way of a public offer. Please vote. Time's up. Resolution carried.

Resolution 20: delegation of authority to the board of directors to carry out capital increases, through the issue with cancellation of preferential subscription rights of ordinary shares or securities giving access to the share capital by means of an offer referred to in paragraph one of Article L411-2 of the Monetary and Financial Code. Please vote. Time's up. Resolution carried. Resolution 21: delegation of authority to the board to increase the number of shares to be issued in the event of an increase in the share capital with or without preferential subscription rights. Please vote. Time's up. Resolution carried. Resolution 22: delegation of powers to the board to carry out, capital increases through the issue of ordinary shares or securities as consideration for contributions in kind grants to the company. Please vote. Time's up. Resolution carried.

Resolution 23: delegation of powers to the board to carry out capital increases through the incorporation of reserves, profits, or premiums. Please vote. Time's up. Resolution carried. Resolution 24: limit on the total amount of capital increases that may be carried out under the preceding delegations. Please vote. Time's up. Resolution carried. Resolution 25: delegation of authority to the board to carry out capital increases by issuing ordinary shares or securities giving access to the share capital without preemptive subscription rights for members of a company savings plan. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vote est clos.

Bruno Pavlovsky
Independent Director, Accor

Time's up. Resolution carried. Resolution 26. Delegation of authority to the board to increase the share capital without preemptive subscription rights. The securities issued are being reserved for categories of beneficiaries in the context of an employee shareholding plan. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vote est clos.

Bruno Pavlovsky
Independent Director, Accor

Times up. Resolution carried. Resolution 27. Delegation of authority to the board to issue equity warrants to be allocated free of charge to shareholders in the event of a public offer for the company shares. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vote est clos.

Bruno Pavlovsky
Independent Director, Accor

Times up. Resolution carried. Resolution 28. Powers for formalities. Please vote.

Paul Dubrule
Co-Founder, Accor

Le vote est clos.

Bruno Pavlovsky
Independent Director, Accor

Times up. Resolution carried. Every resolution has been adopted. Thank you very much. Thank you so much, Besma. Many thanks to those of you who've made the effort of being here today in person. Thank you for making the trip. Do come back next year. We were here to welcome you. I hereby close this AGM.

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