Scandic Hotels Group AB: Exercise of over-Allotment Option in Relation to Scandic

Regulatory News:

Scandic Hotels Group (STO:SHOT)

Morgan Stanley & Co. International Plc, Skandinaviska Enskilda Banken AB, Deutsche Bank AG, London Branch and ABG Sundal Collier ASA (jointly the ”Managers”) have notified Scandic Hotels Group AB ("Scandic" or the "Company”) and Sunstorm Holding AB (the ”Selling Shareholder”) that the over-allotment option has been exercised in respect of 256,483 shares and that the stabilisation period has ended.

In connection with the offering of Scandic’s shares and the initial public offering on Nasdaq Stockholm (the "Offering”), the Selling Shareholder granted the Managers an option to purchase up to 6,417,908 additional shares during 30 days from the first day of trading of the Company’s shares on Nasdaq Stockholm, 2 December 2015, (the "Stabilisation Period”) to cover potential over-allotments or short positions in the Offering (the "Over-Allotment Option”). The Managers have exercised the option in respect of 256,483 shares.

During the Stabilisation Period, the Managers have engaged in transactions to stabilise the price of Scandic’s shares. All stabilisation transactions were carried out between 2 December 2015 and 30 December 2015 in the price interval of SEK 59.50 to SEK 67.00. The Stabilisation Period has now ended and no further transactions to stabilise the share price will be carried out.

Following the exercise of the Over-Allotment Option the Selling Shareholder will hold 57,653,964 shares in Scandic, corresponding to an ownership of approximately 56.0 percent of the total number of shares in Scandic.

Stabilisation price per day

About Scandic

Scandic, founded in 1963, is the largest Nordic hotel operator with an unrivalled network in the Nordic region and selective coverage in Germany, Poland and Belgium. In total Scandic’s network encompasses 224 hotels and almost 42,000 hotel rooms in seven countries. Scandic has a diversified hotel portfolio, with more than 95 percent of the rooms in the Nordic countries, providing customers with access to quality hotel accommodation in all key business and leisure destinations throughout the region.

Scandic has an excellent coverage of the mid-market segment, which is by far the largest segment in the region and has a complete product range including hotel accommodations, restaurants and meeting facilities. Scandic has the largest loyalty program in the Nordic hotel industry, ‘Scandic Friends’, with over 1.6 million members providing approximately 40 percent of the Company’s rooms revenue. Scandic has an attractive business model based on variable leases, which is well-aligned with the structure of the Nordic market.

Net sales amounted to SEK 12.2 billion for the twelve-month period ending on 30 September 2015.

Important Information

This announcement does not constitute an offer to sell or a solicitation of any offer to buy any securities of Scandic in any jurisdiction where such offer or sale would be unlawful.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

In any member state within the European Economic Area ("EEA”), other than Sweden, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the "Prospectus Directive”), this communication is only addressed to and is only directed to investors in that EEA member state who fulfill the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of the Prospectus Directive as implemented in each such EEA member state.

This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the securities described herein in the United States.

The securities described herein have also not been and will also not be registered under the applicable securities laws of Canada, Japan or Australia and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in, Canada, Japan or Australia. There will be no public offering of the securities described herein

in Canada, Japan or Australia.

In Canada, the information in this announcement is directed only to accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and who are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

This announcement and any other materials in relation to the securities described herein are only directed to (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order”) or (iii) high net worth companies, and other persons to whom it may be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons”). The securities described herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on information contained herein.

A prospectus prepared in accordance with the Prospectus Directive was published on 17 November 2015 and is, subject to certain regulatory restrictions, available on Scandic’s website www.scandichotelsgroup.com. Any offering to acquire the securities referred to in this communication was made through the prospectus which contains detailed information about the Company and the Offering. This communication is an advertisement and not a prospectus for the purposes of the Prospectus Directive.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts or circumstances. The words "believe”, "expect”, "anticipate”, "intend”, "may”, "plan”, "estimate”, "will”, "should”, "could”, "aim” or "might”, or, in each case, their negative, or similar expressions, identify certain of these forward-looking statements. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Scandic believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors, which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

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