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Public Offer to the Shareholders in Rezidor Hotel Group AB (Publ) – in Accordance with the Rules Governing Mandatory Offers 

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Public Offer to the Shareholders in Rezidor Hotel Group AB (Publ) – in Accordance with the Rules Governing Mandatory Offers  Public offer to the shareholders in Rezidor Hotel Group AB (publ) – in accordance with the rules governing mandatory offers IMPORTANT INFORMATION General This offer document, including the related acceptance form, contains important information and should be read carefully before any decision is made with respect to the offer by HNA Sweden Hospitality Management AB, company registration number 559073-9503 (“HNA Sweden”), an indirect wholly-owned subsidiary of HNA Tourism Group Co., Ltd. (“HNA Tourism Group”), to the shareholders in Rezidor Hotel Group AB (publ), company registration number 556674-0964 (“Rezidor”), to tender all outstanding shares in Rezidor (the “Offer”). The information in this offer document purports to be accurate only, although not complete, as of the date of this offer document. No representation is made that it was or will remain accurate on any other date. The information in this offer document is furnished solely for the purpose of the Offer and may not be relied upon for any other purposes. References to HNA Sweden shall include references to HNA Tourism Group where appropriate. The information regarding Rezidor on pages 8–36 in the offer document is based on Rezidor’s annual report for 2015, Rezidor’s interim report for 1 January – 30 September 2016, Rezidor’s website and other publicly available company information, if not otherwise stated. The information on these pages has not been reviewed by the Board of Directors of Rezidor. HNA Sweden does not represent that the information included herein with respect to Rezidor is accurate or complete, and does not take any responsibility for such information being accurate or complete. The Offer shall be governed by and construed in accordance with the substantive laws of Sweden, without regard to any conflict of law principles leading to the application of the laws of any other jurisdiction. Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”) and the Swedish Securities Council’s (Sw. Aktiemarknadsnämnden) rulings and statements regarding the interpretation and application of the Takeover Rules are applicable to the Offer. In accordance with the Swedish Takeover Act (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), HNA Sweden has on 22 December 2016 undertaken towards Nasdaq Stockholm to comply with the Takeover Rules, the Swedish Securities Council’s rulings and statements regarding the interpretation and application of the Takeover Rules, and submit to the sanctions that Nasdaq Stockholm may decide upon in event of a breach of the Takeover Rules. HNA Sweden has on 22 December 2016 informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the “SFSA”) about the Offer and the above mentioned undertakings towards Nasdaq Stockholm. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of first instance. This offer document is available both in Swedish and English. In the event of any discrepancy between the English and Swedish language versions, the Swedish language version shall prevail. The Swedish language version of this offer document has been approved by and registered with the SFSA in accordance with Chapter 2, Section 3 of the Swedish Takeover Act and Chapter 2 a, Section 9 of the Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om handel med finansiella instrument). The SFSA’s approval and registration do not imply that the SFSA guarantees that all information in the offer document is correct or complete. The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish laws and regulations. This offer document and any documentation relating to the Offer are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any applicable law or regulation in such country. Any such action will not be permitted or sanctioned by HNA Sweden. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. Accordingly, this offer document and any documentation relating to the Offer are not being and should not be mailed or otherwise distributed, forwarded or sent into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. HNA Sweden will not deliver any consideration from the Offer into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported acceptance by a person located in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States or any agent, fiduciary or other intermediate acting on a non-discretionary basis for a principal giving instructions from within Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States will be invalid and will not be accepted. Each holder of shares participating in the Offer will represent that it is not an Australian, Canadian, Hong Kong, Japanese, New Zealand, South African, Swiss or a United States person, is not located in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States and is not participating in such Offer from Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States or that it is acting on a non-discretionary basis for a principal that is not an Australian, Canadian, Hong Kong, Japanese, New Zealand, South African, Swiss or a United States person, that is located outside Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States and that is not giving an order to participate in such Offer from Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. J.P. Morgan Securities (Asia Pacific) Limited (“J.P. Morgan”) is acting as financial adviser to HNA Tourism Group and HNA Sweden1), and no one else, in connection with the Offer. J.P. Morgan will not be responsible to anyone other than HNA Tourism Group and HNA Sweden for providing advice in relation to the Offer. The information in this offer document has been provided by HNA Sweden and, with respect to Rezidor, by Rezidor and taken from Rezidor’s publicly available information. J.P. Morgan has not assumed any obligation to independently verify, and disclaims any liability with respect to, the information herein. Neither J.P. Morgan nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of J.P. Morgan in connection with this offer document, any statement contained herein, the Offer or otherwise. Forward-looking statements Statements in this offer document relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward- looking statements due to many factors, many of which are outside the control of HNA Sweden and Rezidor. Any such forward-looking statements speak only as of the date when the offer document is made public and HNA Sweden has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations. 1) Through its parent company HNA Tourism Group. Table of Contents Public offer to the shareholders in Rezidor . 2 Background and reasons for the Offer .............................................. 4 Terms, conditions and instructions ................................................. 5 Press release from the Board of Directors of Rezidor.................................... 7 Brief description of Rezidor .....................................................
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