Public offer to the shareholders in Rezidor Hotel Group AB (publ) in accordance with the rules governing mandatory offers

Transcription

1 Public offer to the shareholders in Rezidor Hotel Group AB (publ) in accordance with the rules governing mandatory offers

2 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 ( 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 ( 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, 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 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 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 Sweden 1), 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 forwardlooking 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.

3 Table of Contents Public offer to the shareholders in Rezidor Background and reasons for the Offer... 4 Terms, conditions and instructions... 5 Press release from the Board of Directors of Rezidor Brief description of Rezidor... 8 Financial information in summary Share capital and ownership structure Rezidor s Board of Directors, senior executives and auditors Articles of association of Rezidor Rezidor s interim report for 1 January 30 September Brief description of HNA Sweden and HNA Tourism Group and the financing of the Offer Tax issues in Sweden Adresses The Offer in brief Price per share: SEK ) in cash Acceptance period: 3 February March 2017 Preliminary date of settlement: 7 April ) The offered price is subject to adjustment should Rezidor pay any dividend or make any other value transfer to shareholders prior to the settlement of the Offer, and will accordingly be reduced by the amount of any such dividend or value transfer. Public offer to the shareholders in Rezidor Hotel Group AB (publ) 1

4 Public offer to the shareholders in Rezidor The Offer On 22 December, HNA Sweden Hospitality Management AB ( HNA Sweden ), an indirect wholly-owned subsidiary of HNA Tourism Group Co., Ltd. ( HNA Tourism Group ), announced a mandatory tender offer to the shareholders in Rezidor Hotel Group AB (publ) ( Rezidor or the Company ) to acquire all outstanding shares in Rezidor for SEK ) in cash per share in Rezidor (the Offer ). 2) The shares in Rezidor are admitted to trading on Nasdaq Stockholm. The Offer does not include the 87,552,187 shares in Rezidor held by HNA Tourism Group via its wholly-owned subsidiary Carlson Hotels, Inc. ( Carlson Hotels ). The Offer complies with the mandatory bid rules of Nasdaq Stockholm s Takeover Rules (the Takeover Rules ), and will therefore, conditional upon regulatory approvals, be completed irrespective of acceptance level. The aggregate value of the Offer amounts to approximately SEK 2.9 billion. 3) The acceptance period for the Offer commences on 3 February 2017 and ends on 10 March Settlement is expected to commence on 7 April 2017, subject to the condition for the Offer being fulfilled or waived. Settlement of the Offer will require that HNA Sweden obtains the necessary regulatory approvals to transfer funds out from China to be used for settlement. Such regulatory approvals may only be obtained once the acceptance period has ended and the final settlement amount has been determined. If the final regulatory approvals for the transfer of funds out from China to be used for settlement are not obtained before 7 April 2017, the settlement may be postponed until such final regulatory approvals have been obtained, in total up to nine months from the initiation of the acceptance period. Once the condition for the Offer is fulfilled or waived, HNA Sweden will be obligated to complete the Offer irrespective of whether the settlement is postponed. No commission will be charged in connection with the Offer. The offered price is below the closing price of the Rezidor shares on Nasdaq Stockholm of SEK on 22 December, being the last trading day prior to the announcement of the Offer. The offered price represents a premium of approximately 7.7 per cent compared to the volume-weighted average price (VWAP) for the Rezidor shares of SEK during the last six months up to and including 27 April (the last trading day prior to the announcement that HNA Tourism Group had entered into an agreement to acquire Carlson Hotels). Condition for the Offer 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 further information, see page 5 below under Terms, conditions and instructions. Press release from the Board of Directors of Rezidor regarding the Offer According to a press release dated 23 December, the Board of Directors of Rezidor will evaluate the Offer and obtain a fairness opinion. Rezidor s Board of Directors will no later than two weeks prior to the expiry of the acceptance period announce its opinion of the Offer, including the reasons for its opinion. Trudy Rautio and Wendy Nelson 4) will not, due to conflict of interest following the sale of Carlson Hotels to HNA Tourism Group, participate in the Board s processing of, or any other resolutions concerning, the Offer. This press release is included in its entirety on page 7 in this offer document. Rights under Rezidor s incentive programs The Offer does not include any rights granted by Rezidor to its employees under any incentive program implemented by Rezidor, including the long-term equity settled performance-based incentive programs to executives approved by 2014, 2015 and Annual General Meetings. HNA Sweden intends to procure fair treatment for participants in such programs, where necessary due to the completion of the Offer. 1) The offered price corresponds to the volume-weighted average price (VWAP) paid for the Rezidor shares during the 20 trading days immediately preceding the date of announcement of entering into the agreement to acquire Carlson Hotels, announced on 27 April, which, in accordance with rulings received from the Swedish Securities Council (see rulings AMN :10 and AMN :27), is the minimum price to be paid in the Offer. See further below under Rulings from the Swedish Securities Council. 2) The offered price is subject to adjustment should Rezidor pay any dividend or make any other value transfer to shareholders prior to the settlement of the Offer, and will accordingly be reduced by the amount of any such dividend or value transfer. 3) Based on 170,808,498 outstanding shares in Rezidor, excluding the shares held by HNA Tourism Group via its wholly-owned subsidiary Carlson Hotels. 4) According to a press release dated 27 January 2017, David P. Berg has with immediate effect resigned from his position in the Board of Directors. 2 Public offer to the shareholders in Rezidor Hotel Group AB (publ)

5 Public offer to the shareholders in Rezidor HNA Tourism Group s holding in Rezidor HNA Tourism Group holds, via its wholly-owned subsidiary Carlson Hotels, 87,552,187 shares in Rezidor, corresponding to 51.3 per cent of the outstanding shares and votes in Rezidor. 1) The shares in Rezidor were acquired through the completion of the acquisition of Carlson Hotels. Apart from the above mentioned acquisition, HNA Tourism Group, HNA Sweden or any other group company have not acquired or agreed to acquire any Rezidor shares or any financial instruments that give financial exposure equivalent to shareholding in Rezidor during the six-month period preceding the announcement of the Offer. HNA Sweden may acquire, or enter into arrangements to acquire, shares in Rezidor outside the Offer during the acceptance period. Any purchases made or arranged will be made in accordance with Swedish law and disclosed in accordance with applicable rules. Financing of the Offer The Offer is fully financed by available funds within HNA Tourism Group. Rulings from the Swedish Securities Council HNA Tourism Group has obtained rulings from the Swedish Securities Council (Sw. Aktiemarknadsnämnden) to the effect that the minimum price to be paid in the Offer should be determined as not less than the volume-weighted average price (VWAP) paid for the Rezidor shares during the 20 trading days preceding the date of announcement of entering into the agreement to acquire Carlson Hotels, which was announced on 27 April (see rulings AMN :10 and AMN :27). The Swedish Securities Council has further approved that HNA Tourism Group s indirect wholly-owned subsidiary HNA Sweden, makes the Offer, instead of HNA Tourism Group, the parent company of the group (see ruling AMN :27). According to public information made available to HNA Tourism Group by Euroclear Sweden AB ( Euroclear ) as per 30 December, shareholders in the United States hold 9.97 per cent of the outstanding shares in Rezidor, shareholders in Switzerland hold 0.39 per cent of the outstanding shares in Rezidor, shareholders in Japan hold 0.11 per cent of the outstanding shares in Rezidor, shareholders in Canada hold 0.01 per cent of the outstanding shares in Rezidor, shareholders in Hong Kong hold 0.01 per cent of the outstanding shares in Rezidor and shareholders in Australia hold per cent of the outstanding shares in Rezidor. There are no shareholders in New Zealand or South Africa. The Swedish Securities Council has approved that shareholders in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland and the United States are excluded from the Offer (see ruling AMN :27). The Swedish Securities Council has further approved the formulation of the condition of the Offer, including that settlement may take place up to one month following the end of the acceptance period in the Offer, with the possibility to further postpone the settlement until final regulatory approvals for the transfer of funds out from China to be used for settlement in the Offer have been obtained, in total up to nine months from the initiation of the acceptance period. Once the condition for the Offer is fulfilled or waived, HNA Sweden will be obligated to complete the Offer irrespective of whether the settlement is postponed (see ruling AMN :27). For the Swedish Securities Council s rulings in their entirety, see Close relationships HNA Tourism Group is, via Carlson Hotels, the parent company of Rezidor. Section III of the Takeover Rules applies to the Offer meaning, for example, that Rezidor must obtain and publish a fairness opinion. Trudy Rautio and Wendy Nelson have, under the Takeover Rules, a conflict of interest following the sale of Carlson Hotels to HNA Tourism Group and are not taking part in Rezidor s dealing with the Offer. Compliance with the Takeover Rules 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. The Takeover Rules and the Swedish Securities Council s 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 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 informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) 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. Advisers HNA Tourism Group and HNA Sweden 2) have retained J.P. Morgan and Benedetto, Gartland & Company as financial advisers and Hogan Lovells and Advokatfirman Lindahl as legal advisers in connection with the Offer. 1) There are 174,388,857 issued shares in Rezidor, of which Rezidor as of 30 December holds 3,580,359, corresponding to 2.05 per cent of all the shares in Rezidor. HNA Tourism Group holds, via its wholly-owned subsidiary Carlson Hotels, 51.3 per cent of the shares and votes in Rezidor when calculated on the number of outstanding shares (170,808,498) in Rezidor. 2) Through its parent company HNA Tourism Group. Public offer to the shareholders in Rezidor Hotel Group AB (publ) 3

6 Background and reasons for the Offer HNA Tourism Group is a wholly-owned subsidiary of HNA Group Co., Ltd., a Fortune Global 500 company with operations across aviation, tourism, hospitality, finance and online services among other sectors. On 27 April, HNA Tourism Group and Carlson Hospitality Group, Inc. announced that they had entered into an agreement for HNA Tourism Group s acquisition of Carlson Hotels (the Acquisition ), which owns the Quorvus Collection, Radisson Blu, Radisson, Radisson RED, Park Plaza, Park Inn by Radisson, Country Inns & Suites By Carlson SM brands and the Club Carlson SM global hotel rewards program. The Acquisition is consistent with HNA Tourism Group s strategy to develop a global hospitality platform supported by recognized brands and premium operators across Asia, the Americas and Europe. The Acquisition included 87,552,187 shares in Rezidor held by Carlson Hotels, corresponding to 51.3 per cent of the outstanding shares and votes in Rezidor. The Acquisition was completed on 7 December and triggered an obligation for HNA Tourism Group to make a mandatory tender offer to the remaining shareholders in Rezidor. As a result hereof, HNA Sweden, an indirect wholly-owned subsidiary of HNA Tourism Group, hereby announces this Offer to the remaining shareholders in Rezidor in accordance with the mandatory bid rules. The Offer enables the shareholders who wish to sell their shares in Rezidor due to the change of ownership control in Rezidor to do so in an orderly manner. HNA Tourism Group views significant value on the competence of Rezidor s management and its employees. There are currently no decisions on any material changes to Rezidor s management or employees, including the terms of employment and locations of business. Further reference is made to the information in this offer document, which has been prepared by HNA Sweden for the purpose of the Offer. The description of Rezidor on pages 8 36 in this offer document has not been reviewed by Rezidor s Board of Directors. 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. With the exception of the information made public by Rezidor, the Board of Directors of HNA Sweden assures that, to the best knowledge of the Board of Directors, the information presented in this offer document conforms to actual conditions. Stockholm, Sweden on 1 February 2017 HNA Sweden Hospitality Management AB The Board of Directors 4 Public offer to the shareholders in Rezidor Hotel Group AB (publ)

7 Terms, conditions and instructions The Offer HNA Sweden offers SEK in cash for each share in Rezidor. The offered price is subject to adjustments should Rezidor pay any dividend or make any other value transfer prior to the settlement of the Offer, and will accordingly be reduced by the amount per share of any such dividend or value transfer. The offered price corresponds to the volume-weighted average price (VWAP) paid for the Rezidor shares during the 20 trading days immediately preceding the date of announcement of entering into the agreement to acquire Carlson Hotels, announced on 27 April, which, in accordance with rulings received from the Swedish Securities Council (see rulings AMN :10 and AMN :27), is the minimum price to be paid in the Offer. See further above on page 3 under Rulings from the Swedish Securities Council. The total value of the Offer amounts to approximately SEK 2.9 billion. 1) No commission will be charged in connection with the Offer. The offered price is below the closing price of the Rezidor shares on Nasdaq Stockholm of SEK on 22 December, being the last trading day prior to the announcement of the Offer. The offered price represents a premium of approximately 7.7 per cent compared to the volume-weighted average price (VWAP) for the Rezidor shares of SEK during the last six months up to and including 27 April (the last trading day prior to the announcement that HNA Tourism Group had entered into an agreement to acquire Carlson Hotels). Condition for the Offer 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. HNA Sweden reserves the right to withdraw the Offer in the event that it is clear that the above condition is not fulfilled or cannot be fulfilled. However, such withdrawal will only be made provided that the defective fulfillment of such condition is of material importance to HNA Sweden s acquisition of the shares in Rezidor. HNA Sweden reserves the right to waive, in whole or in part, the condition above in accordance with applicable laws and regulations. Acceptance Shareholders in Rezidor whose holdings are directly registered with Euroclear and who wish to accept the Offer must, during the period from and including 3 February 2017 up to and including 10 March 2017, at 17:00 (CET), sign and submit a duly filled in acceptance form to: Handelsbanken Capital Markets, Issue Department ( Handelsbanken ), at the address stated on the acceptance form. The acceptance form may also be handed in at bank offices or delivered to other securities institutions in Sweden to be forwarded to Handelsbanken, provided that the acceptance form is handed in or delivered well in advance of the last day of the acceptance period so that it may be received, in original, by Handelsbanken no later than 17:00 (CET) on 10 March This offer document, a pre-printed acceptance form and a self-addressed envelope will be mailed to the directly registered holders of Rezidor shares, except for those domiciled in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or the United States. The securities account (Sw. VP-konto) and the current number of shares held in Rezidor will be pre-printed on the acceptance form. The person who executes and submits the acceptance form is responsible for checking that the pre-printed information in the acceptance form is correct. Shareholders who are included on the list of pledgees and trustees connected to the share register, will not receive an acceptance form, but will be notified separately. Please note that acceptance forms which are filled in incompletely or incorrectly may be disregarded. No changes may be made to the text on the pre-printed acceptance form. Shareholders in Rezidor accepting the Offer authorise and direct Handelsbanken to deliver tendered shares in Rezidor to HNA Sweden in accordance with the terms and conditions for the Offer. Nominee registered holdings Holders of shares in Rezidor whose holdings are registered in the name of a nominee, e.g., a bank or other nominee, will receive neither this offer document nor the pre-printed acceptance form from HNA Sweden. Instead, applications must be made in accordance with instructions from the nominee. Pledged holdings If shares in Rezidor are pledged in the Euroclear system, both the shareholder and the pledgee must sign the acceptance form and confirm that the pledge will cease to exist if the Offer is completed. Offer document and acceptance form This offer document and the acceptance form are available on the Offer website ( HNA_Website2017/legal.html), Handelsbanken s website ( and the 1) Based on 170,808,498 outstanding shares in Rezidor, excluding the shares held by HNA Tourism Group via its wholly-owned subsidiary Carlson Hotels. Public offer to the shareholders in Rezidor Hotel Group AB (publ) 5

8 Terms, conditions and instructions Swedish Financial Supervisory Authority website ( (offer document only). Confirmation of acceptance After Handelsbanken has received and registered a duly completed and signed acceptance form, the shares in Rezidor to which such acceptance form relates will be transferred to a new blocked securities account which has been opened for each shareholder in Rezidor (Sw. apportkonto). In connection therewith, Euroclear will send a notification (Sw. VP-avi) showing the withdrawal of shares in Rezidor from the original securities account and a notification showing the number of shares in Rezidor that have been entered in the newly opened blocked securities account. Settlement Settlement will, subject to regulatory approval, begin when HNA Sweden has announced that the condition for the Offer has been satisfied or that HNA Sweden has otherwise resolved to complete the Offer. Such announcement will include a preliminary date on which settlement is expected to begin. Assuming that such announcement is made no later than on 15 March 2017, settlement is expected to begin on or about 7 April The Swedish Securities Council has approved that settlement may take place up to one month following the end of the acceptance period in the Offer (see ruling AMN :27). HNA Sweden reserves the right to, on one or several times, postpone the date for settlement if HNA Sweden has not received all necessary regulatory, governmental or similar clearances, approvals and decisions for the settlement. HNA Sweden will announce any postponement(s) of the date for settlement by press release in accordance with applicable laws and regulations. The Swedish Securities Council has approved that HNA Sweden may further postpone the settlement until final regulatory approvals for the transfer of funds out from China to be used for settlement in the Offer have been obtained, in total up to nine months from the initiation of the acceptance period. Once the condition for the Offer is fulfilled or waived, HNA Sweden will be obligated to complete the Offer irrespective of whether the settlement is postponed (see ruling AMN :27). Settlement of the Offer will be arranged by sending a contract note to the shareholders who have accepted the Offer. If the holding is registered in the name of a nominee, settlement will be provided for by the nominee according to their routines. The settlement amount will be paid to the yield account that is linked to the shareholder s securities account. Shareholders in Rezidor who do not have a yield account linked to their securities account or whose yield account is incorrect or whose yield account is a PlusGiro account will receive settlement in accordance with the instructions on the contract note. In connection with the settlement, the shares in Rezidor will be withdrawn from the blocked securities account, which will then be closed. No notice of the de-registration of the Rezidor shares from the blocked securities account will be sent to the shareholders. Please note that, even if the shares in Rezidor are pledged, payment will be made in accordance with the above. Extension of the Offer HNA Sweden reserves the right to, on one or several times, extend the acceptance period for the Offer. HNA Sweden will announce any such extension(s) of the acceptance period by press release in accordance with applicable laws and regulations. Right to withdraw acceptance Shareholders in Rezidor are entitled to withdraw their acceptance of the Offer. To be valid, such withdrawal must have been received in writing by Handelsbanken (address: Handelsbanken Capital Markets, HCXS-O/Issue Department, SE Stockholm, Sweden) before HNA Sweden has announced that the condition for the completion of the Offer has been satisfied or, if such announcement has not been made during the acceptance period, no later than 17:00 (CET) on the final day of the acceptance period. Shareholders in Rezidor holding nominee-registered shares wishing to withdraw their acceptance shall do so in accordance with instructions from the nominee. If the condition for the Offer, which HNA Sweden has reserved the right to waive, remain unsatisfied and has not been waived during any extension of the Offer, the right to withdraw a submitted acceptance will apply in the same manner throughout any such extension of the Offer. The right to withdraw a submitted acceptance will apply in the same manner throughout a postponement of the date for settlement. Compulsory acquisition and delisting If HNA Sweden together with group companies becomes the owner of shares representing more than 90 per cent of the total number of shares in Rezidor, HNA Sweden intends to initiate a compulsory acquisition procedure under the Swedish Companies Act (Sw. aktiebolagslagen 2005:551), to acquire all remaining shares in Rezidor. In connection hereto, HNA Sweden intends to promote a delisting of Rezidor s shares from Nasdaq Stockholm. Other information No customer relationship is established between shareholders accepting the Offer and Handelsbanken due to Handelsbanken s involvement as settlement agent with regards to the Offer. Questions about the Offer For questions regarding the Offer, please contact Michael Henson, Sard Verbinnen & Co at +44 (0) or mhenson@sardverb.com or Robert Rendine, Sard Verbinnen & Co at +1 (212) or rrendine@sardverb.com. Information is also available on Handelsbanken s website at and the Offer website at /legal.html. 6 Public offer to the shareholders in Rezidor Hotel Group AB (publ)

9 Press release from the Board of Directors of Rezidor Brussels, December 23, The Board of Rezidor evaluates the offer from HNA Tourism Group HNA Tourism Group Co, Ltd. ( HNA ) has yesterday announced a mandatory public offer to the shareholders in Rezidor Hotel Group AB (publ) ( Rezidor ) to acquire all shares in Rezidor for a cash consideration of SEK per share (the Offer ). HNA owns, directly and indirectly, 51.3% of all outstanding shares in Rezidor following the acquisition of Carlson Hotels Inc. According to HNA s announcement it intends to make an offer document available around 2 February 2017, which will be distributed to the shareholders in Rezidor. HNA has further informed that the offer period will start on 3 February 2017 and end on 10 March The Board will now evaluate the Offer and obtain a fairness opinion. The Board will no later than two weeks prior to the expiry of the acceptance period announce its opinion of the Offer, including the reasons for its opinion. Trudy Rautio, Wendy Nelson and David Berg will not, due to conflict of interest following the sale of Carlson Hotels Inc. to HNA, participate in the Board s processing of, or any other resolutions concerning, the Offer. The remaining members of the Board, being Staffan Bohman, Anders Moberg, Charlotte Strömberg and Göran Larsson, have for the purposes of the Offer appointed Staffan Bohman as chairman. 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. For further information regarding the Offer, please refer to HNA s press release announcing the Offer, which is available at For further information, please contact: Knut Kleiven, Deputy President & CFO at knut.kleiven@rezidor.com. This information is information that Rezidor Hotel Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 23 December at [0750] CET. Public offer to the shareholders in Rezidor Hotel Group AB (publ) 7

10 Brief description of Rezidor The below description of Rezidor is, if nothing else is explicitly stated, based on Rezidor s annual report for 2015, Rezidor s interim report for 1 January 30 September, Rezidor s website and other publicly available company information. Description of Rezidor s business Rezidor is focused on hotel management and operates the core brands Radisson Blu and Park Inn by Radisson. In 2014, Rezidor announced together with Carlson Hotels the launch of two additional brands; Radisson RED, an upscale lifestyle select brand inspired by the millennial lifestyle, and Quorvus Collection, a new generation of distinctive five star hotels. Rezidor also holds 49 per cent in prizeotel, a young hotel chain in the economy segment. Rezidor s portfolio consists of approximately 475 hotels in operation or under development with 104,000 rooms in more than 80 countries. Rezidor s strategy is to grow with management and franchise contracts and only selectively with leases. The strategy is furthermore also to focus its expansion in the emerging markets of Eastern Europe, the Middle East and Africa. During 2015, Rezidor had approximately 5,561 employees. Rezidor is a member of the Carlson Rezidor Hotel Group. Rezidor s shares are listed on Nasdaq Stockholm, Mid Cap. For more information, see Revenue Rezidor s revenue in 2015 amounted to MEUR and the profit after tax for the period amounted to MEUR Rezidor s revenue in 1 January 30 September amounted to MEUR and the profit after tax for the period amounted to MEUR 9.5. Strategies The hotels in Rezidor s portfolio are either operated by Rezidor itself under a lease contract, by providing management services for a hotel owner under a management contract, or by a separate operator using one of the brands under a franchise contract. Rezidor s strategy is to grow with management and franchise contracts and only selectively with leases, since management and franchise contracts offer a higher profit margin and more stable income streams. The strategy is furthermore also to focus its expansion in the emerging markets of Eastern Europe, the Middle East and Africa, since these markets represent long term attractive development opportunities that are fueled by strong growth in room demand combined with undersupply and low operating costs. However, compared to the mature markets in Western Europe, the emerging markets face greater uncertainties when it comes to financing and a higher risk of delays and cancellations of hotel projects. Legal structure Rezidor, with corporate registration number , is the parent company of the Rezidor group and is a Swedish limited liability company with its registered office in Stockholm, Sweden. The corporate head office is based in Brussels, Belgium. For further information on Rezidor, see 8 Public offer to the shareholders in Rezidor Hotel Group AB (publ)

11 Financial information in summary The information below is a brief overview of Rezidor s financial development for the last three financial years and 1 January 30 September. The information is extracted from the audited annual reports for the financial years 2015 and ) and the 1 January 30 September interim report 2). The 1 January 30 September interim report, which is included in its entirety on pages 17 36, has not been audited by Rezidor s auditor. Rezidor s consolidated financial statements for the financial years 2015, 2014 and 2013 have been prepared in accordance with International Financial Reporting Standards (IFRS)/ International Accounting Standards (IAS) as endorsed by the EU and the Swedish Annual Accounts Act (Sw. årsredovisningslagen (1995:1554)). In addition, RFR 1 Supplementary Rules for Groups has been applied, issued by the Swedish Financial Accounting Standards Council. The 1 January 30 September interim report has been prepared in accordance with the Swedish Annual Accounts Act and International Accounting Standard (IAS) 34 Interim Financial Reporting. The interim report has been prepared using accounting principles consistent with International Financial Reporting Standards (IFRS). The same accounting policies, presentation and methods of computation have been followed in this interim report as were applied in the company s annual report for the year ended 31 December 2015, except for the impact of the adoption of the standards and interpretations described below. There have been amendments to IFRS 2, IFRS 3, IFRS 5, IFRS 7, IFRS 8, IFRS 11, IFRS 13, IAS 1, IAS 16, IAS 19, IAS 24, IAS 27, IAS 34 and IAS 38. The new amendments have had no impact on the reported results or financial position of the group. ESMA s guidelines on alternative performance measures have been applied from 3 July. The guidelines involve disclosure requirements related to financial measures that are not defined under IFRS. The audited annual reports and unaudited 1 January 30 September interim report for Rezidor are available on Rezidor s website, see The 1 January 30 September interim report is also included in its entirety on pages Summary of the consolidated financial statements 1 January 30 September 1 January 31 December MEUR (except stated otherwise) Income statement Revenue EBITDAR EBITDA EBIT Financial income & expense, net Profit/loss for the period Balance sheet Balance sheet total Total equity attributable to equity holders of the parent Total investments (tangible and intangible investments) Cash flow Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities ) The 2014 annual report includes comparative figures for financial year ) The 1 January 30 September interim report includes comparative figures for 1 January 30 September Public offer to the shareholders in Rezidor Hotel Group AB (publ) 9

12 Financial information in summary Financial key figures 4) EBITDAR Margin, % EBITDA Margin, % EBIT Margin, % Return on capital employed, % Return on equity, % Operational key figures 4) Number of hotels 1) Number of rooms 1) 78,628 76,609 75,277 Number of employees 3) 5,561 5,518 5,360 Occupancy % 2) RevPAR EUR 2) Share related key figures 4) Basic average number of shares 170,716, ,707, ,707, ,019, ,320,902 Diluted average number of shares 173,504, ,718, ,902, ,608, ,123,048 Basic earnings per share, EUR Diluted earnings per share, EUR Dividend per share, EUR ) Includes leased, managed and franchised hotels in operation. 2) Including managed and leased hotels in operation. 3) Including consolidated entities (leased hotels and administrative units). 4) Definitions of key figures are found on page Public offer to the shareholders in Rezidor Hotel Group AB (publ)

13 Financial information in summary Definitions 1 January 30 September interim report Rezidor presents certain financial measures in this interim report that are not defined under IFRS. The Company believes that these measures provide useful supplemental information to investors and the Company s management as they allow evaluation of the Company s performance. Because not all companies calculate these financial measures similarly, these are not always comparable to measures used by other companies. These financial measures should not be considered a substitute for measures defined under IFRS. IFRS Measures Revenue All related business revenue (including rooms revenue, food & drinks revenue, other hotel revenue, fee revenue and other non-hotel revenue from administration units). Earnings per Share Profit for the period, before allocation to non-controlling interests, divided by the weighted average number of shares outstanding. Basic Average Number of Shares Weighted average number of ordinary shares outstanding during the period. Non-IFRS Measures Alternative Performance Measures EBIT Operating profit before net financial items and tax. EBIT Margin EBIT as a percentage of Revenue. EBITDA Operating profit before depreciation and amortisation, costs due to termination/restructuring of contracts, net financial items and tax. EBITDA Margin EBITDA as a percentage of Revenue. EBITDAR Operating profit before rental expense and share of income in associates, depreciation and amortisation, costs due to termination/restructuring of contracts, net financial items and tax. EBITDAR Margin EBITDAR as a percentage of Revenue. Net Cash (Debt) Cash & cash equivalents plus short-term interest-bearing assets (with maturity within three months) minus interest-bearing liabilities (short-term & long-term), excluding retirement benefit obligations as well as liabilities related to investments in hotels under management contracts, for which repayments are linked to fees collected. Annual reports for the financial years 2015 and 2014 Definitions used in Rezidor s annual reports for the financial years 2015 and Capital employed Total assets less interest-bearing financial assets and cash and cash equivalents and non interest-bearing operating liabilities, including pension liabilities, and excluding tax assets and tax liabilities. Earnings per share Profit for the period, before allocation to minority interest divided by the weighted average number of shares outstanding. EBIT Net profit before net financial items and tax. EBITDA Net profit before depreciation and amortisation and gain on sale of shares and fixed assets and net financial items and tax. EBITDA margin EBITDA as a percentage of Revenue. EBITDAR Operating profit before rental expense and share of income in associates and before depreciation and amortisation and gain on sale of shares and of fixed assets and net financial items and tax. Occupancy (%) Number of rooms sold in relation to the numbers of rooms available for sale. Return on capital employed (ROA Return on Assets) Operating profit, excluding restructuring costs and impairment losses divided by average capital employed. Revenue All related business revenue (including rooms revenue, food & beverage revenue, other hotel revenue, fee revenue and other non-hotel revenue from administration units). RevPAR Revenue Per Available Room Rooms revenue in relation to rooms available. Public offer to the shareholders in Rezidor Hotel Group AB (publ) 11

14 Share capital and ownership structure Share information Rezidor s shares are since 2006 admitted to trading on Nasdaq Stockholm, under the Mid Cap segment. The shares are listed under the symbol REZT with ISIN code SE As of the date of this offer document, the share capital of Rezidor amounts to EUR 11,625, As of the same date, the number of issued shares amount to 174,388,857. At shareholders meetings, each share carries one vote and each shareholder is entitled to vote for the full number of shares such shareholder holds in the Company. Rezidor has only one class of shares. Neither the Articles of Association nor any applicable law stipulate restrictions on the right to transfer shares from one owner to another. Ownership structure The table below shows the ten largest shareholders of Rezidor as of 31 August. The total number of Rezidor shareholders was 3,674 as of 30 December. Shareholders Number of shares Shares/votes (%) 1) Carlson Hotels 2) 87,552, % J.P. Morgan 3) 7,533, % Fidelity 5,298, % Group SSB 4,351, % CBNY-Norges Bank 4,194, % Group Provobis 4,000, % Rezidor Hotel Group 3,639, % Fjärde AP-Fonden 3,589, % Nordea 3,510, % AMF Aktiefond Sverige 3,009, % 1) Of the total number of shares/votes in the Company (174,388,857). 2) Carlson Hotels holds 51.3 per cent of the shares when calculated on the number of outstanding shares as of 30 December (170,808,498). 3) The 7,533,368 shares listed in the table above include shares held by affiliates of J.P. Morgan in its capacity as custodian. An affiliate of J.P. Morgan was the beneficial owner of 22,170 shares as of 31 August. Source: Euroclear and Share price development The chart below shows the closing price and volume of trade of the Rezidor shares over the past five years (30 January January 2017), compared with OMX Nasdaq Stockholm, Mid Cap index during the same period. Rezidor s share price (SEK) Daily volume of trade 10,000,000 8,000, ,000, ,000, ,000, Rezidor volume of trade Rezidor share price OMX Stockholm Mid Cap (indexed to Rezidor share price) Source: Nasdaq. 12 Public offer to the shareholders in Rezidor Hotel Group AB (publ)

15 Share capital and ownership structure Shareholders agreements According to Rezidor s annual report for 2015, the Board of Directors of Rezidor is not aware of any agreements between shareholders of the Company that can impose restrictions on the right to transfer shares from one owner to another. Dividend policy Rezidor has a long-term policy to distribute approximately one third of the annual net income. Ownership of treasury shares Rezidor holds 3,580,359 treasury shares. Share-based incentive programs Rezidor has share-based incentive programs as described below. Long-term equity-settled performance-based incentive programs The purpose of the long-term equity-settled performance-based incentive programs is to ensure that remuneration within the group helps aligning executives with shareholders interests and that a suitable proportion of remuneration is linked to company performance. In order to implement the performance based share program in a cost efficient and flexible manner, the Board of Directors of Rezidor has been authorised by the Annual General Meetings to decide on acquisitions of its own shares on the stock exchange. The 2014, 2015 and programs In 2014, 2015 and, the Annual General Meetings have approved long-term equity settled performance-based incentive programs to be offered to executives within Rezidor. The structure of the three programs is similar. The programs are comprised of both matching shares and performance shares. The President and CEO and other members of the Executive Committee have been offered the opportunity to participate in the performance share part as well as the matching share part of the programs. Other key executives have been offered to participate in the performance share part of the programs. Six members of the Executive Committee participate in the 2014 program entitling them to a maximum total of 491,843 shares. 18 other members of management participate in the program, entitling them to a maximum of 198,489 shares in total. Seven members of the Executive Committee participate in the 2015 program entitling them to a maximum total of 674,620 shares. 25 other members of management participate in the program, entitling them to a maximum of 402,525 shares in total. Seven members of the Executive Committee participate in the program entitling them to a maximum total of 718,479 shares. 25 other members of management participate in the program, entitling them to a maximum of 417,350 shares in total. Plan 2014 plan 690, plan 1,077,145 plan 1,135,829 Total 2,903,306 Maximum number of shares that can be awarded Outstanding warrants and convertibles Rezidor has no outstanding warrants or convertibles. Authorisations to resolve on new issue of shares Rezidor s Board of Directors has not been authorised by any shareholders meeting to resolve to issue new shares or warrants. Share buy-back The Board of Directors of Rezidor has not been authorised by any shareholders meeting to resolve to buy back the Company s shares. Authorisations for the Board of Directors to resolve on transfers of own shares In order to cover social security contributions and other costs related to the incentive program, the Board of Directors was on the Annual General Meeting authorised to resolve on transfers of up to 222,662 own shares already held by Rezidor on a regulated market under certain conditions. Change of control clauses According to Rezidor s annual report for 2015, certain lease and management contracts entered into by members of the Company contain change of control clauses in relation to such members or their parents leading to possible changes in commercial terms and/or early termination. None of these clauses refer to a change of control of the ultimate parent company, Rezidor. The agreements for Rezidor s long-term, committed credit lines carry customary clauses related to change of control and delisting. Public offer to the shareholders in Rezidor Hotel Group AB (publ) 13

16 Rezidor s Board of Directors, senior executives and auditors The information in this section is, if nothing else is explicitly stated, based upon information on Rezidor s website ( as per 30 December. 1) Board of Directors Trudy Rautio Chairman of the Board of Directors since September 2012 and board member since Born: Other assignments: Trudy Rautio also serves on the Board of Directors for Cargill, The Donaldson Company, Inc., Securian Holding Company, Merlin Entertainment PLC, and the Bemidji State University Foundation. Shareholding in Rezidor: 0. Staffan Bohman Board member since Born: Other assignments: Staffan Bohman is the Chairman of the Board of Cibes Lift Group AB and of Höganäs AB, and the Vice Chair of the Swedish Corporate Governance Board. He is a member of the Board of Directors of Atlas Copco AB, Boliden AB and Ratos AB; and is a member of the Royal Swedish Academy of Engineering Sciences (IVA). Shareholding in Rezidor: 58,333. Wendy Nelson Board member since Born: Other assignments: Wendy Nelson serves on the Boards of Northwestern University, the Bush Foundation (Vice Chair), Carlson, the Carlson Family Foundation (Vice President), Carlson Holdings, Inc. and Carlson Real Estate Company, Carlson School of Management at the University of Minnesota, Guthrie Theatre, Gold Medal Park Conservancy and Super Bowl Lll Legacy Fund (Co-Chair). Wendy Nelson also serves on Advisory Boards for the Women s UN Report Network and the Women s Foundation of Minnesota s initiative MN girls are not for sale. Since 2002, she has held various executive positions with Carlson. Shareholding in Rezidor: 0. Anders Moberg Board member since Born: Other assignments: Anders Moberg is the Chairman of Byggmax AB and a Board member of ITAB AB, Bergendahls AB, Hema BV, Amor GmbH, Ahlstrom OY, and SLK OY. Shareholding in Rezidor: 35,000. 2) Charlotte Strömberg Board member since Born: Other assignments: Charlotte Strömberg is a Board member of Intrum Justitia AB, Karolinska Institute, Skanska AB, Ratos AB, Bonnier Holding AB, and the Swedish Securities Council; and chairs the Board of Castellum AB. Shareholding in Rezidor: 12,000. Göran Larsson 3) Employee representative since Born: Other assignments: No information. Shareholding in Rezidor: 0. Göran Larsson is employed by the Radisson Blu Royal Viking Hotel, Stockholm (Sweden). 1) According to a press release dated 27 January 2017, David P. Berg has with immediate effect resigned from his position in the Board of Directors. 2) Held indirectly through an endowment assurance. 3) The information about Göran Larsson is based upon information in Rezidor s annual report for Public offer to the shareholders in Rezidor Hotel Group AB (publ)

17 Rezidor s Board of Directors, senior executives and auditors Senior executives Wolfgang M. Neumann President and Chief Executive Officer since 2013 and employed since Born: Other assignments: No information. Shareholding in Rezidor: 84,994. Auditors Erik Olin At the Annual General Meeting, the auditing firm Deloitte AB was re-elected as the Company s auditor until the end of the 2017 Annual General Meeting, with the authorised public accountant Erik Olin as auditor-in-charge. Erik Olin has been auditor-in-charge of the Company since. Knut Kleiven Deputy President and Chief Financial Officer since 1994 and employed since Born: Other assignments: No information. Shareholding in Rezidor: 173,989. Olivier Harnisch Executive Vice President and Chief Operating Officer since Born: Other assignments: No information. Shareholding in Rezidor: 17,624. Eric De Neef Executive Vice President & Chief Commercial Officer since Born: Other assignments: No information. Shareholding in Rezidor: 23,115. Michael Farrell Senior Vice President Human Resources since Born: Other assignments: No information. Shareholding in Rezidor: 14,641. Elie Younes Senior Vice President, Head of Group Development since 2013 and employed since Born: Other assignments: No information. Shareholding in Rezidor: 14,000. Jenny Winkler Senior Vice President & General Counsel since Born: Other assignments: No information. Shareholding in Rezidor: 1,500. Public offer to the shareholders in Rezidor Hotel Group AB (publ) 15

18 Articles of association of Rezidor Rezidor Hotel Group AB (publ) corporate reg. no Adopted at annual general meeting on 21 April 1 The name of the Company is Rezidor Hotel Group AB (publ). The Company is a public company. 2 The Board shall have its registered office in Stockholm. 3 The objects of the Company are to own shares in hotel companies and real properties, directly or indirectly, to operate or by contract grant to a third party the operation of hoteland accommodation business and other activity compatible therewith. 4 The accounting currency of the company shall be Euro. 5 The share capital shall be not less than 5,000,000 Euro and not more than 20,000,000 Euro, divided into not less than 150,000,000 and not more than 600,000,000 shares. 6 The shares of the Company shall be registered in a public register in accordance with the Swedish Law on Balanced Accounts for Financial Instruments (lag (1998:1479) om kontoföring av finansiella instrument). 7 The Board of Directors shall consist of no less than three (3) ordinary members and no more than fifteen (15) ordinary members. The Board of Directors shall be elected at the annual general meeting for a period until the end of the next annual general meeting. 8 For the purpose of auditing the Company s annual report and accounts, as well as the management by the Board of Directors, one auditor in charge with an alternate auditor, or one registered firm of auditors, shall be appointed and the annual general meeting of the shareholders. 9 Notices convening meetings of the shareholders shall be effected by public announcement in the Swedish Official Journal (Post- och Inrikes Tidningar) and on the company s website. That notice has been made shall be published in the Swedish daily newspaper Svenska Dagbladet. Notice of ordinary meetings of the shareholders and extraordinary meetings concerning changes to the Company s articles of association shall be effected no earlier than six weeks and no later than four weeks prior to the meeting. Notices for other extraordinary meetings of shareholders shall be effected no earlier than six weeks and no later than three weeks before the meeting. In order for a shareholder to be entitled to attend a shareholders meeting, such shareholder must first be registered in the transcript of the Company s share ledger reflecting the ownership conditions five week days before the meeting and must further give notice of attendance to the Company no later than four o clock p.m. on such last day as is indicated in the notice convening the shareholders meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer s Eve, Christmas Eve or New Years Eve and may not be a day falling earlier than the fifth week day before the day of the shareholders meeting. 10 The Company shall have one annual general meeting of the shareholders to be held in Stockholm before the end of the month of June each year. The following matters shall be addressed at the annual general meeting of the shareholders. 1. Election of a Chairman for the meeting and keeper of the meeting. 2. Election of one or two persons to attest the correctness of the minutes. 3. Preparation and adjustment of the voting register. 4. Approval of the Board s proposal for the agenda. 5. Examination of whether or not the meeting has been duly convened. 6. Presentation of the annual report and auditor s report, and where applicable, the consolidated Group accounts and auditor s report for the consolidated Group accounts. 7. Resolutions in respect of a) adoption of the profit and loss account and balance sheet and, where applicable, the consolidated profit and loss account and consolidated balance sheet, b) allocation of the Company s profit and loss in accordance with the adopted balance sheet, c) discharge from liability of the directors and the Chief Executive Officer. 8. Where applicable, determination of fees for the members of the Board of Directors and fees for the auditors 9. Election of the Board of Directors. 10. Where appropriate, election of auditor and deputy auditor. 11. Other matter to be dealt with at the meeting pursuant to the Companies Act or the Articles of Association. 11 Each owner of shares in the company is entitled to vote for the full amount of such shares at a meeting of shareholders, without any voting limitations. 12 Votes at the shareholder s meeting will be effected by open voting, unless the meeting decides on secret voting. 13 The Company s financial year shall be the calendar year. 16 Public offer to the shareholders in Rezidor Hotel Group AB (publ)

19 Rezidor s interim report for 1 January 30 September January-September Third Quarter Like-for-like ( L/L ) RevPAR for leased and managed hotels was up by 5.3%. The growth is mainly due to an increase in average room rate. Revenue decreased by 3.9% to MEUR (261.4). The positive impact of the like-for-like RevPAR development has been offset by the strengthening of the Euro and the exit of four leases in the Nordics. On a L/L basis revenue increased by 3.5%. EBITDA amounted to MEUR 29.0 (35.8) and the EBITDA margin decreased to 11.5% (13.7). In addition to the decrease in revenue, EBITDA is negatively impacted by redundancy costs of MEUR 4.0. EBIT amounted to MEUR 16.4 (24.4) and the EBIT margin decreased to 6.5% (9.3). EBIT is negatively impacted by higher costs for depreciation and impairment of fixed assets of MEUR 2.3, partially offset by lower termination costs of MEUR 1.2. The performance of the hotels in Brussels, Nice and Paris are significantly impacted by the recent terrorist attacks and are in total MEUR 4.4 below last year on EBIT. Profit for the period amounted to MEUR 14.9 (17.9), positively impacted by a lowered tax rate. Basic and diluted earnings per share were EUR 0.09 (0.10). 1,879 (2,300) new rooms were contracted, 292 (1,348) new rooms opened and 515 (0) rooms left the system. Nine months ended September L/L RevPAR for leased and managed hotels was up by 3.4%. Revenue decreased by 3.2% to MEUR (741.6). On a L/L basis revenue increased by 3.7%. EBITDA amounted to MEUR 56.2 (68.6) and the EBITDA margin decreased to 7.8% (9.3). EBIT amounted to MEUR 13.3 (35.0) and the EBIT margin decreased to 1.9% (4.7). Profit for the period amounted to MEUR 9.5 (19.9). Basic and diluted earnings per share were EUR 0.06 (0.12) and EUR 0.05 (0.12) respectively. Cash flow from operating activities amounted to MEUR 38.5 (52.8). 6,411 (7,071) new rooms were contracted, 2,678 (2,777) new rooms opened and 1,247 (1,152) rooms left the system. MEUR Q3 Q Revenue EBITDA EBIT Profit for the period EBITDA margin, % EBIT margin, % Public offer to the shareholders in Rezidor Hotel Group AB (publ) 17