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Shareholders’ Meeting

Presentation of the resolutions

Tenth resolution: appointment of Mr. Nadra Moussalem as member of the Board of

Directors

Statement of reasons

On recommendation of the Appointments Committee, the Board of Directors asks that the Shareholders’ Meeting appoint Mr. Nadra Moussalem as

member of the Board of Directors, in replacement of Mr.

Thomas J. Barrack Jr, who’s term expire at the end of the Shareholders’ Meeting, for a period

of three years, until the end of the Shareholders’ Meeting called to approve the financial statements for the fiscal year 2018.

Nadra Moussalem

Managing Director of ColNozay EURL

●

Managing Director of Colnozay SCI

●

Born on July 4, 1976. French.

Permanent representative of Colony Capital SAS, Chairman

●

of Colkart Investment Europe

Chairman of Data 4 Italy (Italy)

●

Experience

Chairman of Data 4 Services Italy (Italy)

●

Director of Colyzeo Investment Management (United

●

Kingdom)

Graduated from the École Centrale in Lyon, with a Masters in

Information

and

Communication

Technology,

Nadra

Moussalem, Executive Director and Head of Colony Capital

Europe, is responsible for the identification, evaluation,

execution and management of European investments. Prior to

joining the Colony Capital business in 2000, Mr.

Moussalem

worked for AXA in Paris in the Financial Products engineering

department.

Managing Director of Colyzeo Investment Advisors Limited

●

(United Kingdom)

Chairman and Chief Executif Officer of Edenred SA

●

(Expiration date of term: October 25, 2015) –

Listed

company

Managing Director of Data Genpar Sarl (Luxembourg)

●

(Expiration date of term

: January 15, 2015)

Director of Data4 UK Limited (United Kingdom)

●

2015 Positions held outside the Group

Director of Data 4 UK Services Limited (United Kingdom)

●

Former positions held from 2011 to 2014

Director of ACCOR SA –

Listed company

●

Director of Edenred SA –

Listed company

●

Director of Distribuidora Internacional de Alimentacion (DIA)

●

(Spain) (Expiration date of term

: June 17, 2015)

Director of Carmila SAS

●

Chairman of Colony Capital SAS

●

Managing Director of the SC George V 301

●

(Expiration date of term

: October 1, 2014)

Chairman of Data IV Services

●

Chairman of Data IV France

●

Managing Director of the SC George V 302

●

(Expiration date of term

: October 1, 2014)

Chairman of DC 115 SAS

●

Chairman of Holding Sports & Événements

●

Director of de Sisters Soparfi SA (Luxembourg)

●

(Expiration date of term

: June 18, 2014)

Chairman of Colfilm SAS

●

Chairman of ColIllkirch France

●

Managing Director of the Cedar Trust (Luxembourg)

●

(Expiration date of term

: November 12, 2014)

Chairman of Colkart SAS

●

Managing Director of the CT Real Estate (Luxembourg)

●

(Expiration date of term

: November 12, 2014)

Chief Executive Officer of ColSpa

●

Managing Director of ColEvreux SCI

●

Managing Director of Colnîmes SARL

●

Tenth Resolution

(Appointment of Mr. Nadra Moussalem as member of the Board of Directors)

The Shareholders’ Meeting, deliberating under the conditions required for ordinary shareholders’ meetings as to quorum and majority, appoints

Mr.

Nadra Moussalem as member of the Board of Directors of the Company for a period of three years, until the Shareholders’ Meeting called to

approve the financial statements for fiscal year 2018.

276

2015 REGISTRATION DOCUMENT