The Board of Rezidor recommends the shareholders not to accept HNA Tourism Group's mandatory offer of SEK 34.86 per share

This press release has been published in English and Swedish. In the event of any discrepancy in content between the two language versions, the English version shall prevail.

February 20, 2017 7:30am CET

The Board of Rezidor recommends the shareholders not to accept HNA Tourism Group's mandatory offer of SEK 34.86 per share

• The Board of Rezidor^[1] unanimously recommends the shareholders of Rezidor not to accept the Offer but would like to emphasize the increased risks and uncertainties for shareholders in connection with HNA Tourism Group's acquisition of the majority of the shares in Rezidor, which shareholders should consider before making a decision whether or not to accept the Offer

Background

This statement is made by the Board of Directors (the "Board") of Rezidor Hotel Group AB (publ) ("Rezidor") pursuant to section II.19 of Nasdaq Stockholm's Takeover Rules (the "Takeover Rules").

On April 27, 2016, HNA Tourism Group Co., Ltd. ("HNA Tourism Group") and Carlson Hospitality Group, Inc. ("Carlson Hospitality Group") announced that they had entered into an agreement regarding HNA Tourism Group's acquisition (the "Acquisition") of Carlson Hotels, Inc. ("Carlson Hotels"). The Acquisition included 87,552,187 shares in Rezidor owned by Carlson Hotels, corresponding to 51.3% of the outstanding shares and votes in Rezidor. The Acquisition was completed on December 7, 2016, and triggered an obligation for HNA Tourism Group to make a mandatory tender offer for the outstanding shares in Rezidor.

On December 22, 2016, HNA Tourism Group, through its wholly-owned subsidiary HNA Sweden Hospitality Management AB ("HNA Sweden"), announced a mandatory cash tender offer to the shareholders of Rezidor to acquire all outstanding shares in Rezidor (the "Offer"). HNA Sweden offers SEK 34.86 in cash per share in Rezidor, subject to adjustment should Rezidor pay any dividend or make any other value transfer to shareholders prior to settlement of the Offer.^[2] The offer price is 6.3% below the closing price of the Rezidor share on Nasdaq Stockholm of SEK 37.20 on December 22, 2016, being the last trading day prior to the announcement of the Offer. The offered price corresponds to the volume-weighted average price for the Rezidor share during 20 trading days preceding the date of announcement of entering into the agreement regarding the Acquisition. According to HNA Tourism Group's announcement of the Offer, the offer price is the minimum price to be paid in the Offer in accordance with rulings received from the Swedish Securities Council (see rulings AMN 2016:10 and AMN 2016:27).