Notice of the annual general meeting of Scandic Hotels Group AB

The shareholders of Scandic Hotels Group AB (556703-1702) are hereby invited to
participate in the annual general meeting to be held on Thursday, May 12, 2016
at 1 p.m. at Scandic Anglais, Humlegårdsgatan 23, SE-102 44 Stockholm, Sweden.
Registration commences at 12.00 (noon).

Registration and notification
Shareholders who wish to participate in the annual general meeting must

  · be recorded in the share register kept by Euroclear Sweden AB on Friday, May
6, 2016, and
  · give notice to the company of their intent to participate not later than on
Friday, May 6, 2016.

Shareholders who are private individuals may register on the Company’s website
www.scandichotelsgroup.com, by phone +46 771 24 64 00, or in writing to the
following address: Computershare AB, "Scandic Hotels Group AB’s Annual General
Meeting", P.O. Box 610, SE-182 16 Danderyd, Sweden.

Representatives for legal entities shall give notice to attend by phone at +46
771 24 64 00, or in writing to the following address: Computershare AB, "Scandic
Hotels Group AB’s Annual General Meeting", P.O. Box 610, SE-182 16 Danderyd,
Sweden.

The notice of attendance should state the shareholder’s name, personal or
organization identification number, address, telephone number and the number of
assistants attending (if any). Shareholders represented by proxy must issue a
power of attorney. A template power of attorney in Swedish and in English is
available on the company’s website www.scandichotelsgroup.com. A power of
attorney issued by a legal entity must be accompanied by a certified copy of the
legal entity’s certificate of registration. A power of attorney is valid one
year from its issue date or such longer time period as set out in the power of
attorney, however not more than five years. The certificate of registration
shall evidence the circumstances on the date of the annual general meeting and
should not be older than one year at the time of the meeting. In order to
facilitate the registration at the annual general meeting, powers of attorney in
original, certificates of registration and other documents of authority should
be sent to Computershare AB, "Scandic Hotels Group AB’s Annual General Meeting",
P.O. Box 610, SE-182 16 Danderyd, Sweden, well in advance of the meeting.

In order to be entitled to attend the annual general meeting, the following must
be observed by shareholders who have their shares registered in the name of a
bank or other nominee. In addition to giving notice of attendance, such
shareholder must have their shares registered in their own names, to be entered
into the share register on Friday, May 6, 2016. In such cases, the shareholder
should instruct the bank or the nominee thereof well in advance of Friday,
May 6, 2016. Such registration may be temporary.

Proposed agenda

 1. Opening of the meeting.
 2. Election of a chairman of the meeting.
 3. Preparation and approval of the voting list.
 4. Approval of the agenda.
 5. Election of one or two persons to approve the minutes.
 6. Determination as to whether the meeting has been duly convened.
 7. Presentation of the annual report and the audit report as well as the
consolidated accounts and the audit report for the group.
 8. Speech by the President and CEO, Frank Fiskers.
 9. Presentation of the work of the Board of Directors and the work of the
remuneration committee and the audit committee.
10. Presentation of the audit work.
11. Resolutions regarding:
a. the adoption of the income statement and the balance sheet and the
consolidated income statement and the consolidated balance sheet,
b. allocation of the company’s results in accordance with the adopted balance
sheet, and
c. discharge from liability for the members of the Board of Directors and the
President and CEO,
12. Resolution on amendment of the Articles of Association.
13. Presentation by the chairman of the nomination committee.
14. Determination of the number of members of the Board of Directors and the
number of auditors.
15. Determination of fees for the members of the Board of Directors and the
auditors.
16. Election of members of the Board of Directors, chairman of the Board of
Directors and auditors.
17. Resolution on remuneration guidelines for senior management.
18. Adoption of a long term incentive program in accordance with (A) and hedging
arrangements in respect thereof in accordance with (B).
19. Closing of the meeting.

Proposal by the nomination committee (item 2)
The nomination committee in respect of the 2016 annual general meeting consisted
until 4 April 2016 of Caspar Callerström (Sunstorm Holding AB), Joel Lindeman
(Provobis through Novobis AB), Katja Bergqvist (Handelsbanken Fonder) and Vagn
Sørensen (chairman of the Board). On 4 April 2016, Handelsbanken Fonder
announced that Magdalena Wahlqvist Alveskog has replaced Katja Bergqvist as
representative for Handelsbanken Fonder in the nomination committee.

The nomination committee has proposed that attorney at law Andreas Steen,
Mannheimer Swartling, be elected chairman of the annual general meeting.

Proposal by the Board of Directors (item 11 b)
According to Scandic’s dividend policy, the company targets annual dividends of
at least 50% of net income, commencing for the financial year ending December
31, 2016. Hence, the Board of Directors proposes that no dividend be distributed
for the financial year 2015 and that the results for the year be carried
forward.

Proposal by the Board of Directors (item 12)
The Board of Directors proposes that the maximum number of directors as set
forth in § 6 of the Articles of Association be amended from ten to eleven
directors, through an amendment of its current wording:

“The board of directors shall, to the extent elected by the shareholders’
meeting, consist of not less than three directors and not more than ten
directors with not more than two alternate directors.”

to the following wording:

“The board of directors shall, to the extent elected by the shareholders’
meeting, consist of not less than three directors and not more than eleven
directors with not more than two alternate directors.”

A valid resolution requires approval by shareholders representing not less than
two-thirds of the votes cast as well as of the shares represented at the
meeting.

Proposals by the nomination committee (items 14–16)
Item 14 Eleven Board members and no deputies. One auditor and no deputies.

Item 15 Fees to the directors elected by the annual general meeting and not
employed by the company (including fees for committee work) in accordance with
the following:

  · Board member: SEK 320,000 (SEK 300,000)
  · Chairman of the Board of Directors: SEK 700,000 (SEK 600,000)
  · Board member who is a member of the audit committee: SEK 50,000 (SEK 50,000)
  · Chairman of the audit committee: SEK 150,000 (SEK 100,000)
  · Board member who is a member of the remuneration committee: SEK 50,000 (SEK
50,000)
  · Chairman of the remuneration committee: SEK 100,000 (SEK 100,000)

Fees to the auditor shall be paid in accordance with approved invoices.

Item 16 Election of Ingalill Berglund, Albert Gustafsson, Stephan Leithner and
Christoffer Lundström as new Board members for a period until the end of the
next annual general meeting. Re-election of Vagn Sørensen, Per G. Braathen,
Grant Hearn, Lottie Knutsson, Eva Moen Adolfsson, Niklas Sloutski and Fredrik
Wirdenius as Board members and re-election of Vagn Sørensen as chairman of the
Board of Directors for a period until the end of the next annual general
meeting. Caspar Callerström and Rikard Steiber, who have been members of the
Board of Directors since 2007 and 2014, respectively, have declined re-election.

Re-election of PricewaterhouseCoopers AB as auditor for a period until the end
of the next annual general meeting.

Ingalill Berglund
Born: 1964
Education: Advanced special course in Economics, Frans Schartau.
Main occupation: Self-employed. Previously CEO and CFO within the Atrium
Ljungberg group. Twenty years’ experience from the real estate sector.
Other assignments: Member of the Board of Handelsbanken regional bank in
Stockholm.

Albert Gustafsson
Born: 1977
Education: Bachelor in Economics, Gothenburg School of Economics.
Main occupation: Director in EQT Partners AB. Previously employee of Lehman
Brothers International Europe Ltd.
Other assignments: Member of the Board of Frostbite Holding AB, GG Holding AB,
Granngården AB and Dometic Group AB (publ).

Stephan Leithner
Born: 1966
Education: PhD in Business Administration from St. Gallen University,
Switzerland.
Main occupation: Partner of EQT Partners Germany. Previous experience from
senior positions and directorships within Deutsche Bank AG and previously
Partner of McKinsey & Co.
Other assignments: No current assignments. Previously member of the Board of
BBUG Baden-Badener Unternehmergespräche e.V. etc.

Christoffer Lundström
Born: 1973
Education: Bachelor of Arts at Webster University and Hotel Management Diploma
at HOSTA.
Main occupation: Owner and CEO of the investment company RCL Holding AB.
Other assignments: Board member of Collector AB, Feelgood Svenska AB, Rasta
Group AB, Provobis Invest AB, Harrys Pubar AB, RCL Holding AB, KL Capital AB,
Future Pawnbroker AB and Tableflip Entertainment AB. Chairman of the board of AM
Brands AB and member of the nomination committee of Betsson AB and NetEnt AB.

Information regarding the proposed Board members and the reasoned statement
issued by the nomination committee are available at the company’s website,
www.scandichotelsgroup.com.

Proposal by the Board of Directors on remuneration guidelines for Scandic’s
senior management (item 17)
The Board of Directors proposes that the annual general meeting resolves to
approve the Board of Directors’ proposal regarding guidelines for remuneration
for the senior management as set forth below which shall apply until the annual
general meeting 2017. In this context, the senior management means the CEO of
Scandic Hotels Group AB (“Scandic” or the “Company”) and the executives in the
Company and other group companies who, from time to time, are reporting to him
and who are also members of the senior management, as well as members of the
Board of Directors of the Company to the extent employment or consulting
agreements are entered into.

Policy
Scandic shall offer a total remuneration in line with market conditions to
enable the Company to recruit and retain the managers the Company needs to meet
its short-term and long-term targets. The remuneration to the management may
consist of fixed salary, variable salary, pension and other benefits. Long-term
incentive programs may be offered in addition to the above and will in such case
be submitted to the general meeting for approval.

Fixed salary
The fixed salary for the CEO and the other members of the senior management
shall be in line with market conditions and mirror the demands and
responsibility that the position entails as well as individual performance. The
fixed salary for the CEO and the other members of the senior management is
revised once every year, as per 1 January for the CEO and as per 1 April for the
other members of the senior management.

To the extent a member of the Board of Directors carries out work for the
Company or for another group company, in addition to the Board work, consulting
fees and/or other remuneration for such work may be payable.

Variable salary
The variable salary for the CEO and the other members of the senior management
shall be based on the Company’s fulfillment of objectives determined in advance.
These objectives are determined for the promotion of the Company’s/the group’s
short-term and long-term targets, long-term development, value creation and
financial growth and shall be designed in a way that does not encourage an
excessive risk-taking. The variable salary may not amount to more than 60% of
the fixed annual salary for the CEO and not more than 35–50% of the fixed annual
salary for the other members of the senior management. In this context, fixed
annual salary means cash salary earned during the year, excluding pension,
supplements, benefits and similar.

Long-term incentive programs
The aim of having long-term incentive programs would be to create a long-term
commitment to Scandic, to attract and retain members of the senior management
and key employees and to ensure the shareholder perspective.

Long-term incentive programs, if any, may constitute a complement to the fixed
salary and the variable salary, with participants to be nominated based on,
among other things, competence and performance. The outcome shall be dependent
on the fulfillment of certain predetermined competence or performance
requirements.

Pension
The pension benefits for the CEO and the other members of the senior management
shall preferably consist of premium based pension plans, but may also be defined
benefits pursuant to collective agreements.

Other benefits and compensation
Fixed salary during notice periods and severance payment, including payments for
any restrictions on competition, shall in aggregate not exceed an amount
equivalent to the fixed salary for 18 months. The total severance payment shall
for all members of the management be limited to the existing monthly salary for
the remaining months up to the age of 65.

Other compensation may consist of other benefits that are customary and in line
with market conditions, such as healthcare insurance, which shall not constitute
a material portion of the total remuneration.

In addition thereto, additional compensation may be paid out in extraordinary
circumstances, provided that such arrangement is made for management recruitment
or retention purposes and is agreed on an individual basis. Such extraordinary
arrangements may for example include a one-time cash payment, or a support
package including relocation support, tax filing support, or similar.

Deviation from the guidelines
The Board of Directors may resolve to deviate from the guidelines if the Board
of Directors, in an individual case, is of the opinion that there are special
circumstances justifying that.

Deviation from the 2015 guidelines
The 2015 guidelines authorize the Board of Directors to deviate from the
guidelines if there, in an individual case, are special circumstances justifying
that. The Board of Directors has in connection with the initial public offering
approved a deviation from the guidelines in the form of a non-recurring variable
remuneration (so-called IPO bonus) to certain executives. The Board of Directors
considered such deviation justified considering the involvement in the listing
process of the persons concerned. Further information on this non-recurring
remuneration may be found in note 06 in the annual report for 2015.

Adoption of a long term incentive program in accordance with (A) and hedging
arrangements in respect thereof in accordance with (B) (item 18)
The Board of Directors of Scandic Hotels Group AB (publ) (“Scandic”) proposes
that the annual general meeting 2016 resolves on the implementation of a long
-term incentive program (the “Program” or “LTIP 2016”). In November 2015, an
extraordinary general meeting resolved on the implementation of a long-term
incentive program that was launched in connection with the initial public
offering (“LTIP 2015”). The Board considers LTIP 2015 to be structured in an
attractive and appropriate way and notes that nearly all employees who were
offered to participate accepted such offer. Therefore, the Board now proposes
that the annual general meeting 2016 adopts a long-term incentive program that,
in all material respects, has the same terms and conditions as LTIP 2015.
However, the Board proposes that LTIP 2016 shall contain an additional condition
relating to Total Shareholder Return (TSR), to the effect that 50% of the
Matching Shares (as defined below) shall be allotted subject to continued
employment and an uninterrupted holding of Saving Shares (as defined below),
while allotment of the remaining 50% of the Matching Shares in addition thereto
shall be subject to a TSR related condition. The Program is proposed to be
directed to the members of the Executive Committee, the Country Managing
Directors and a number of key employees of the Scandic Group.

The overall purpose of the Program is to closely align the participants’
interests with those of the shareholders and to create a long-term commitment to
Scandic. The Program provides Scandic with a crucial component of a competitive
total compensation package to attract and retain employees who are critical to
Scandic’s on-going success. The Board of Directors intends to propose that
future annual general meetings of Scandic approve similar long-term incentive
programs, since, for the above reasons, the Board of Directors considers that
having recurring long-term incentive programs is a vital and important part of
Scandic’s total compensation program.

The Program shall be inspiring, achievable, easy to understand, cost effective
to administrate and easy to communicate. Following implementation of the
Program, the Board of Directors intends to carry out an evaluation thereof in
order to systematically analyse the achieved results in relation to the aims
outlined above. The purpose of the evaluation will be to determine whether the
Program satisfies its purposes, and this will also include the review of the
outcome and the costs for the Program.

A. Implementation of the Program
The Board of Directors proposes that the implementation of the Program shall be
made in accordance with the principal terms and conditions set out below.

(a) The Program is proposed to be open to no more than 40 permanent employees of
the Scandic Group, who are divided into the following three groups: the Chief
Executive Officer of Scandic (“Group 1”), no more than 11 members of the
Executive Committee and the Country Managing Directors of the Scandic Group
(“Group 2”) and no more than 28 Country Managing Team members and Key Employees
(“Group 3”). Participants in Group 1–3 are collectively referred to as
“Participants”. Scandic intends to provide an initial notice to the Participants
of their admission to the Program shortly after the annual general meeting 2016.

(b) The Program will allow the Participants to make investments of their own in
common shares in Scandic or allocate already held common shares in Scandic to
the Program (“Saving Shares”). For each Saving Share, the Participant will have
the possibility to be allotted one Matching Share (as defined below) and a
certain number of Performance Shares (as defined below), following the
expiration of a three-year vesting period that ends in connection with the
announcement of Scandic’s interim report for Q1 2019 (the “Vesting Period”).

(c) For each Saving Share, the Participants will have the possibility to be
allotted up to one common share in Scandic free of charge, from Scandic, another
company within the Scandic Group or from a designated third party (“Matching
Share”). Such Matching Shares will be allotted in accordance with the following:
for each Saving Share, zero point five (0.5) Matching Shares will be allotted
subject to certain conditions relating to continued employment and uninterrupted
holding of Saving Shares (as further described in section (k) below), and zero
point five (0.5) Matching Shares will be allotted subject to an additional
condition according to which the Total Shareholder Return during the financial
years 2016–2018 shall exceed a certain level pre-determined by the Board of
Directors (the “Matching Condition”).

(d) Further, the Participants will, depending on satisfaction of certain
Performance Conditions (as defined and described in paragraph (e) below), after
the expiration of the Vesting Period have the possibility to be allotted
additional common shares in Scandic free of charge from Scandic, another company
within the Scandic Group or from a designated third party (the “Performance
Shares”). For each Saving Share, the Participants may be allotted Performance
Shares in accordance with the following:

  · Participants in Group 1 may be allotted no more than five (5) Performance
Shares (no more than two (2) Performance Shares based on the fulfilment of
Performance Condition 1, as defined below, no more than two (2) Performance
Shares based on the fulfilment of Performance Condition 2, as defined below, and
no more than one (1) Performance Share based on the fulfilment of Performance
Condition 3, as defined below);
  · Participants in Group 2 may be allotted no more than four (4) Performance
Shares (no more than one point six (1.6) Performance Shares based on the
fulfilment of Performance Condition 1, no more than one point six (1.6)
Performance Shares based on the fulfilment of Performance Condition 2, and no
more than zero point eight (0.8) Performance Share based on the fulfilment of
Performance Condition 3); and
  · Participants in Group 3 may be allotted no more than three (3) Performance
Shares (no more than one point two (1.2) Performance Shares based on the
fulfilment of Performance Condition 1, no more than one point two (1.2)
Performance Shares based on the fulfilment of Performance Condition 2, and no
more than zero point six (0.6) Performance Share based on the fulfilment of
Performance Condition 3).

(e) The allotment of Performance Shares shall depend on the degree of fulfilment
of the Performance Conditions for the Program. The Performance Conditions shall
be established by the Board of Directors and be based on Program specific
financial targets related to the accumulated EBITDA[1] for the financial years
2016–2018 (“Performance Condition 1”), the accumulated cash flow[2] for the
financial years 2016–2018 (“Performance Condition 2”) and the accumulated RGI[3]
gap development vs. competitive set for the financial years 2016–2018
(“Performance Condition 3” jointly referred to as the “Performance Conditions”).
In connection with the expiry of the Vesting Period, the Board of Directors will
publish the Performance Conditions levels and to what extent these have been
fulfilled.

The number of Performance Shares that may be allotted shall be calculated in
accordance with the following:

  · A condition for any allotment of Performance Shares to occur is that a
certain starting point be exceeded (the “Minimum Level”). If the Minimum Level
is not exceeded, no Performance Shares will be allotted.
  · For maximum allotment of Performance Shares to occur, a certain higher level
must be reached (the “Maximum Level”).
  · Should the degree of fulfilment exceed the Minimum Level but be between the
Minimum Level and the Maximum Level, the Participants will receive a linear
allotment of Performance Shares.

(f) The number of Matching Shares and Performance Shares that a Participant is
entitled to be allotted shall be increased to compensate for any dividend
relating to the financial years 2016–2018 on the Scandic shares during the
Vesting Period in order to further align the Participants’ interests with those
of the shareholders.

(g) The maximum value per each right to receive a Matching Share or a
Performance Share (or such number of Matching Shares or Performance Shares as
follows from an adjustment for dividend as described in paragraph (f) above)
shall be limited to 300 per cent of the volume weighted average price of the
Scandic share during the last five trading days in March 2016 (the “Cap”).
Should the value of such right (calculated based on the volume weighted average
price of the Scandic share during the five trading days immediately following
the day of publication of the interim report for Q1 2019, after deduction of
dividend approved by the general meeting of shareholders, where the share is
still traded including the right to such dividend) exceed the Cap, a
proportional reduction in the number of Matching Shares and Performance Shares
to be allotted shall be made. For the avoidance of doubt, after such reduction,
the value of each such right shall correspond to the Cap.

(h) The maximum number of Saving Shares each Participant may invest in or
allocate to the Program depends on the Participant category that he/she belongs
to in the Program, in accordance with the following:

  · Each Participant in Group 1 and in Group 2 may invest in or allocate Saving
Shares of a value (determined based on a share price of SEK 59.92, i.e. the
volume weighted average price during the last five trading days in March 2016)
corresponding to no more than 10 per cent of their respective individual gross
annual fixed salary as of 31 March 2016.
  · Each Participant in Group 3 may invest in or allocate Saving Shares of a
value (determined based on a share price of SEK 59.92, i.e. the volume weighted
average price during the last five trading days in March 2016) corresponding to
no more than SEK 50,000.

(i) Participants must invest in Saving Shares (or, if Scandic shares are already
held, must allocate such shares to the Program) no later than on 10 June 2016,
unless the period for investment is extended by the Board of Directors in an
individual case.

(j) Matching Shares and Performance Shares may normally be allotted only after
the expiration of the Vesting Period.

(k) In order for a Participant to be allotted any Matching Shares or Performance
Shares, as applicable, it is a condition that, with certain specific exemptions,
he/she has been permanently employed within the Scandic Group for the duration
of the whole Vesting Period and that the Participant, until the expiration of
the Vesting Period, has retained the Saving Shares invested in or allocated to
the Program. Saving Shares disposed of prior to the expiration of the Vesting
Period will not be included in the calculation to determine any allotment of
Matching Shares or Performance Shares.

(l) If significant changes in the Scandic Group or in the market occur which, in
the opinion of the Board of Directors, would result in a situation where the
conditions for allotment of Performance Shares under the Program become
unreasonable, the Board of Directors shall be entitled to make adjustments to
the Program, including, among other things, be entitled to resolve on a reduced
allotment of Performance Shares, or that no Performance Shares shall be allotted
at all.

(m) The Board of Directors shall be authorised to establish the detailed terms
and conditions for the Program. The Board of Directors may, in that regard, make
necessary adjustments of these general terms and conditions to satisfy certain
regulations or market conditions outside Sweden. The Board of Directors may also
approve, in its absolute discretion in an individual case, that a Participant
shall be permitted to invest in Saving Shares (or to allocate already held
Scandic Shares to the Program) through a legal entity wholly-owned by such
Participant.

(n) Participation in the Program presupposes that such participation is legally
possible in the various jurisdictions concerned and that the administrative
costs and financial efforts are reasonable in the opinion of the Board of
Directors.

(o) The Program shall comprise no more than 400,000 common shares in Scandic
(Matching Shares, Performance Shares and dividend compensation included).

(p) The number of Matching Shares and Performance Shares will be subject to
recalculation as a result of intervening bonus issues, splits, rights issues
and/or other similar corporate events.

_________________

Costs for the Program etc.
The costs for the Program, which are charged in the profit and loss account, are
calculated according to the accounting standard IFRS 2 and distributed over the
Vesting Period. The calculation has been made based on the quoted closing price
of the Scandic share as of 31 March 2016, i.e. SEK 61.00 per share, and based on
the following assumptions: (i) an annual dividend yield of 3 per cent, (ii) an
estimated annual turnover of personnel of 10 per cent, (iii) fulfilment of the
Matching Condition, (iv) an average fulfilment of each of the Performance
Conditions of 50 per cent, and (v) a total maximum of 400,000 Matching Shares
and Performance Shares eligible for allotment. In addition to what is set forth
above, the costs for the Program have been based on that the Program comprises
approximately 40 Participants and that each Participant makes a maximum
investment. In total, the costs according to IFRS 2 for the Program are
estimated to approximately SEK 8.7 million excluding social security costs (SEK
14.7 million if average fulfilment of each of the Performance Conditions is 100
per cent). The costs for social security charges are calculated to approximately
SEK 3.6 million, based on the above assumptions, and also assuming an annual
share price increase of 10 per cent during the Program and a social security tax
rate of 27 per cent (SEK 5.9 million if average fulfilment of each of the
Performance Conditions is 100 per cent).

The expected annual costs of SEK 4.1 million, including social security charges,
correspond to approximately 0.1 per cent of the Scandic Group’s total employee
costs for the financial year 2015 (0.2 per cent if average fulfilment of each of
the Performance Conditions is 100 per cent).

Assuming that the Cap (for this purpose calculated as 300 per cent of the volume
weighted average price of the Scandic share during the last five trading days in
March 2016, i.e. SEK 180) is reached and that all Participants are entitled to
allotment of the maximum number of Matching Shares and Performance Shares in the
Program and remain in the Program until the end of the Vesting Period, the
maximum cost according to IFRS 2 for Scandic will amount to SEK 20.0 million and
the maximum social security charges will amount to SEK 16.4 million.

Dilution
Upon maximum allotment of Matching Shares and Performance Shares and assuming a
buffer for dividend compensation, the number of shares to be allotted under the
Program amounts to 400,000 common shares in Scandic, corresponding to
approximately 0.39 per cent of the share capital and the votes (calculated based
on 102,985,075 outstanding common shares in Scandic on 7 April 2016).

Effect on key ratios
If the Program had been introduced in 2015 with the assumptions above, the
impact on basic earnings per share on a full year basis would have resulted in a
dilution of 3.6 per cent or a decrease from SEK 1.43 to SEK 1.37 on a pro forma
basis. The impact on the EBITDA margin and EBIT margin would be insignificant.

Hedging arrangements
The Board of Directors proposes that the general meeting resolves that the
expected financial exposure of shares to be allotted under the Program shall be
hedged, by Scandic being able to enter into an equity swap agreement with a
third party on terms in accordance with market practice, whereby the third party
in its own name shall be entitled to acquire and transfer common shares in
Scandic to the Participants, in accordance with item B below.

Preparations of the proposal
The proposed Program has, pursuant to the guidelines issued by Scandic’s Board
of Directors, been prepared by the Compensation Committee of Scandic with the
assistance of external advisors. The Compensation Committee has informed the
Board of Directors of the work, who has subsequently resolved that the Program
shall be proposed to the annual general meeting.

B. Hedging arrangements in respect of the Program
Equity swap agreement with a third party

The Board of Directors proposes that the general meeting resolves that the
expected financial exposure of shares to be allotted under the Program shall be
hedged by Scandic being able to enter into an equity swap agreement with a third
party. Such swap agreement shall be on terms in accordance with market practice,
whereby the third party against a fee undertakes to, in its own name, acquire
and transfer common shares in Scandic to the Participants in accordance with the
terms and conditions of the Program.

Conditions
The resolution to adopt the proposed long-term incentive program in accordance
with item A above is conditional upon that the annual general meeting resolves
on the hedging arrangements in accordance with item B.

Previous incentive programs in Scandic
The extraordinary general meeting held on November 15, 2015 resolved to
implement a long-term incentive program, LTIP 2015, which in all material
respect is based on the same terms and conditions as the above proposed LTIP
2016 with the exception that LTIP 2015 does not contain any Matching Condition.
LTIP 2015 is further described in note 06 of Scandic’s annual report for the
financial year 2015.

Shares and votes
There are in total 102,985,075 shares in the company. The company has only one
series of shares and the total number of votes in the company thus amounts to
102,985,075. The company does not hold any treasury shares.

Information at the annual general meeting
The Board of Directors and the President and CEO shall, if any shareholder so
requests and the Board of Directors believes that it may be done without
material harm to the company, at the annual general meeting provide information
regarding circumstances that may affect the assessment of an item on the agenda,
circumstances that can affect the assessment of the company’s or its
subsidiaries’ financial situation and the company’s relation to other companies
within the group. Shareholders wishing to submit questions in advance may send
them in writing to Scandic Hotels Group AB, Attn: Ann-Charlotte Johansson,
Sveavägen 167, SE-102 33, Stockholm, Sweden or by e-mail to
ir@scandichotelsgroup.com.

Further information
The annual report, the auditor’s report and the auditor’s statement pursuant to
Chapter 8, Section 54 of the Swedish Companies Act regarding the remuneration
guidelines for the senior management will be available at the company, Scandic
Hotels Group AB, Sveavägen 167, SE-102 33, Stockholm, Sweden and on the website
www.scandichotelsgroup.com, as from April 21, 2016. The documents will also be
sent to shareholders who so request and state their address.

Stockholm in April 2016

Scandic Hotels Group AB (publ)
The Board of Directors


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[1] Defined as earnings before interest, taxes, depreciation and amortization,
adjusted for non-recurring items not related to the ordinary business such as
transactions and integration costs for acquisitions.
[2] Defined as EBITDA plus/minus changes in working capital minus capex
(maintenance, IT and development), excluding extraordinary investments not
included in budget, such as new hotel acquisitions.
[3] Defined as room revenue generation index.