The Board of Rezidor recommends the shareholders not to accept HNA Tourism Group's mandatory offer of SEK 34.86 per share - Seite 2

Completion of the Offer is conditional upon the Offer, the settlement of the Offer and the acquisition of Rezidor receiving all necessary regulatory, governmental or similar clearances, approvals and decisions in each case, on terms that are acceptable to HNA Sweden.

For more information about the Offer, see
http://www.hnagroup.com/en/discl/HNA_Website2017/legal.html.

The Board's recommendation

In accordance with the provisions of the Takeover Rules, the Board has evaluated the Offer.

The Board has engaged SEB Corporate Finance as financial advisor and Gernandt & Danielsson Advokatbyrå as legal advisor in relation to the Offer. The Board has further appointed DNB Markets to provide a fairness opinion in relation to the Offer.

The Board unanimously recommends the shareholders not to accept the Offer. The Offer does not reflect the value of Rezidor from a financial perspective.

The recommendation is based on various assumptions and conclusions made by the Board, including:

• Rezidor is in a turnaround process with several measures already taken in order to increase profitability.
  • Rezidor has successfully continued to pursue its asset management strategy, reduced its lease exposure and exited several loss-making hotels.
  • A cost containment plan with reductions of central costs as well as further increases of procurement efficiencies have been implemented with further expected savings of EUR 10 million per year.
  • Adoption of a new transfer pricing model and sustainable tax strategy to reflect recent tax law changes initiated by OECD and EU (BEPS) which will lead to a more normalized tax rate in the future.
• The Board believes that the above measures, together with a consistently strong asset-light development pipeline of rooms, will contribute to improved profitability in the coming years.

The position of the Board is supported by the fairness opinion provided by DNB Markets. The opinion, which is set forth in the appendix to this press release, concludes that the Offer is not fair from a financial point of view.