SAS — AGM Information 2010

Apr 7, 2010

Resolutions of the 2010 Annual General Meeting of SAS AB

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN AUSTRALIA, CANADA, JAPAN

OR THE UNITED STATES

Resolutions of the 2010 Annual General Meeting of SAS AB

Rights issue approved

The Annual General Meeting of SAS AB held on Wednesday, 7 April 2010

approved the resolutions by the Board of Directors of 8 and 26 February

2010 on a rights issue of ordinary shares with preferential rights for

SAS shareholders. The Annual General Meeting further resolved to amend

the Articles of Association. As announced through a press release on 6

April 2010, each share held on the record date, 12 April 2010, will

entitle a shareholder to subscribe for three new shares at the

subscription price of SEK 0.67 per share.

The maximum increase in the share capital is SEK 4,959,675,000 through

issue of a maximum of 7,402,500,000 new shares, as a result of which the

rights issue is expected to raise proceeds of up to SEK 4,959,675,000

before costs related to the rights issue. In order to enable and

facilitate the rights issue, the Annual General Meeting also resolved to

reduce the company's share capital by SEK 4,515,525,000 without

redemption of shares whereby the quota value for each share will be

reduced from SEK 2.50 to SEK 0.67.

Further information about the rights issue and the detailed terms

thereof can be found in the company's press release of 6 April 2010 and

in the prospectus and information brochure that are expected to be made

public on 9 April 2010.

The SAS share will trade excluding the right to participate in the

rights issue from and

including 8 April 2010. The subscription period will run from and

including 15 April up to and including 29 April 2010, or such later date

as decided by the Board of Directors.

Reverse split of shares

The Annual General Meeting also resolved on a reverse split of the

company's shares whereby 30 existing shares will be consolidated into

one new share. This implies that 30 shares in SAS, each with a quota

value of SEK 0.67, will be consolidated into one share with a quota

value of SEK 20.10. Provided that the rights issue is fully subscribed,

the number of shares will be reduced from 9,870,000,000 to 329,000,000.

The resolution on the reverse share split will be registered by the

Swedish Companies Registration Office, and the Annual General Meeting

resolved on to authorize the Board of Directors to determine the record

date for the reverse share split, which may not take place later than 30

June 2010. Further information on the reverse split of shares will be

announced in connection with the Board of Directors' determination of

the record date.

Authorization for the Board of Directors to issue convertible bonds

The Annual General Meeting further resolved to authorize the Board of

Directors to resolve, on one or several occasions but not later than the

next Annual General Meeting, on an Issue, free from shareholders'

preferential rights, of convertible bonds with a right of conversion

into new ordinary shares in the company. The aggregate principal amount

of convertible bonds issued may not exceed SEK 2,000,000,000 and the

total number of shares issued upon conversion may not exceed

20,000,000,000 shares after the completion of the rights issue, but

prior to the completion of the reverse share split resolved upon by the

Annual General Meeting.

Election of Board

The Annual General Meeting resolved. in accordance with the motion put

forward by the Nomination Committee on the re-election of the following

Board members of SAS AB: Fritz H. Schur, Jens Erik Christensen, Dag

Mejdell, Timo Peltola and Jacob Wallenberg. Monica Caneman and Gry

Mølleskog were elected new members of the Board. Fritz H. Schur was

re-elected as Chairman of the Board of Directors.

Dividends

The Annual General Meeting resolved that no dividend would be paid to

shareholders for the financial year 2009.

Nomination Committee

It was resolved that the Nomination Committee shall comprise six members

and shall prepare proposals to be presented at the Annual General

Meeting in 2011 for resolution regarding:

- chairman of the Annual General Shareholders' Meeting,

- the number of Board members,

- directors' fees, divided between the Chairman, Vice Chairman, other

members,

and any remuneration for work on Board committees,

- election of Board members and chairman of the Board,

- fees for the Company's auditors, and

- Nomination Committee for the 2012 Annual General Meeting.

The following members were elected to the Nomination Committee:

Björn Mikkelsen, Ministry of Industry, for the Swedish government, Peter

Brixen, Ministry of Finance, for the Danish government, Knut Utvik,

Ministry of Trade and Industry, for the Norwegian government, Peter

Wallenberg Jr, for the Knut and Alice Wallenberg Foundation, Karsten

Biltoft for Danmarks Nationalbank and Anders Rydin for SEB Fonder. The

election of the Chairman for the Nomination Committee, replacement of

member during their terms of office and replacement of shareholder

representative owing to a substantial reduction in shareholding, shall

take place in accordance with the written instructions resolved upon by

the Annual General Meeting.

For further information, please contact

Sture Stølen, Head of SAS Group Investor Relations, +46 70 997 1451

SAS Group Investor Relations

SAS discloses this information pursuant to the Swedish Securities Market

Act and/or the Swedish Financial Instruments Trading Act. The

information was provided for publication on 7 April 2010 at 15.10 CET

Disclaimer

This document is not being distributed to persons in any state or

jurisdiction where the offer or sale of the Rights or Shares is not

permitted.

These materials are not an offer for sale of securities in the United

States. Securities may not be sold in the United States absent

registration with the United States Securities and Exchange Commission

or an exemption from registration under the U.S. Securities Act of 1933,

as amended. The issuer of the securities does not intend to register

any part of the offering in the United States or to conduct a public

offering of the Rights or the Shares in the United States.

This document is only being distributed to and is only directed at (i)

persons who are outside the United Kingdom or (ii) 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 lawfully be

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 Rights and the Shares are only available to,

and any invitation, offer or agreement to subscribe, purchase or

otherwise acquire such securities will be engaged in only with, relevant

persons. Any person who is not a relevant person should not act or rely

on this document or any of its contents.

This document is an advertisement and is not a prospectus for the

purposes of Directive 2003/71/EC (such Directive, together with any

applicable implementing measures in the relevant home Member State under

such Directive, the "Prospectus Directive"). A prospectus prepared

pursuant to the Prospectus Directive will be published, which, when

published, can be obtained from the SAS Group. Investors should not

subscribe for any securities referred to in this document except on the

basis of information contained in the prospectus.

In any EEA Member State that has implemented the Prospective Directive,

this communication is only addressed to and is only directed at

qualified investors in that Member State within the meaning of the

Prospectus Directive.