SAS — AGM Information 2016

Feb 2, 2016

SAS AB (publ) announces notice to the Annual General Meeting on 8 March 2016

SAS AB (publ) announces notice to the Annual General Meeting on 8 March 2016

Shareholders in SAS AB (publ) are hereby invited to attend the Annual General

Meeting on Tuesday 8 March 2016.

The Annual General Meeting will be held at 3 p.m. at SAS head office,

Frösundaviks allé 1, Solna.

To attend the Annual General Meeting and notification

Shareholders who wish to attend the Annual General Meeting must be registered in

the share register of the Company maintained by Euroclear Sweden AB on 2 March

2016, and must notify the Company no later than 2 March 2016. Shareholders with

common shares in Denmark and Norway who wish to attend the Annual General

Meeting must notify VP Investor Services A/S in Denmark and Nordea Issuer

Service in Norway by 3.00 p.m. on 1 March 2016. Detailed instructions about

notification and rules regarding proxy and accompanying assistants to

shareholders are detailed in the attached complete notice convening the Annual

General Meeting.

Admission cards for the Annual General Meeting

Admission cards, to be presented when entering the Annual General Meeting venue,

will be sent out around 1-2 March 2016 to all shareholders who have submitted a

notification of attendance in accordance with the instructions.

Number of shares and votes in the Company

The Company has at the time of publication of this Notice issued 330,082,551

common shares and 0 subordinate shares, equivalent to a total of 330,082,551

votes. Furthermore, the Company has issued 7,000,000 preference shares

equivalent to a total of 700,000 votes. No shares are held by the Company

itself.

Proposed agenda

1. Meeting is called to order.

2. Election of a chairperson for the meeting.

3. Preparation and approval of the voting list.

4. Approval of the agenda.

5. Election of two persons to verify the minutes.

6. Determination of whether the meeting has been duly convened.

7. Presentation of the annual accounts and auditors' report as well as the

consolidated accounts and consolidated auditors' report.

8. Report on the work of the Board, the Remuneration Committee and the Audit

Committee, followed by the CEO's address and in conjunction with this, the

opportunity for shareholders to put questions to the Board and Group Management.

9. Resolutions on:

a. the approval of the income statement and balance sheet and the consolidated

income statement and consolidated balance sheet, b. the dispositions of the

Company's earnings in accordance with the approved balance sheet, and c.

discharge from liability for the Board members and the CEO.

10. Resolutions on: a) the number of Board members, b) remuneration for Board

members, and c) remuneration for the auditor.

11. Election of Board members and Chairman of the Board.

12. Election of auditor.

13. Resolution on the Nomination Committee.

14. Resolution on the Board's proposed guidelines for remuneration of senior

executives.

15. Meeting is adjourned.

SAS attaches the full notice.

SAS 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 2 February 2016, at 11.00 a.m. CET.

Notice convening the Annual General Meeting of SAS AB

Shareholders in SAS AB (publ) (hereinafter the "Company") are hereby invited to

attend the Annual General Meeting on Tuesday 8 March 2016. The Annual General

Meeting will be held at 3 p.m. at the Company's Head Office, Frösundaviks allé

1, Solna, Sweden. The meeting venue will open at 2:15 p.m. for registration.

Registration of participants at the meeting ends when the meeting is called to

order.

Instructions to holders of common shares and/or preference shares registered

with Euroclear Sweden AB in Sweden (other than holders of common shares

registered with VP Securities A/S, the Danish Central Securities Depository, or

with Verdipapirsentralen, the Norwegian Central Securities Depository)

Shareholders who wish to attend the Annual General Meeting must be registered in

the share register of the Company maintained by Euroclear Sweden AB on Wednesday

2 March 2016, and must notify the Company no later than Wednesday 2 March 2016,

preferably before 4:00 p.m, through the Company's website www.sasgroup.net

(under Investor Relations) or by telephone to +46709971058 on weekdays between

9:00 a.m. and 4:00 p.m. Notification may also be made at the following address:

SAS AB (publ), Attn: SAS Investor Relations, Britta Eriksson/STODL, SE-195 87

Stockholm.

Shareholders whose shares are registered in the name of a nominee must

temporarily have their shares registered in the shareholder's own name to be

entitled to participate in the Annual General Meeting. This registration process

with Euroclear Sweden AB must be completed by Wednesday 2 March 2016. This means

that shareholders must notify their nominees in sufficient time prior to this

date.

Instructions to holders of common shares registered with VP Securities A/S in

Denmark

Shareholders of common shares in Denmark who wish to attend the Annual General

Meeting must notify VP Investor Services A/S (VP) of this in writing through

filling in and signing relevant form to the following address: Weidekampsgade

14, P.O. 4040, DK-2300 København S, per email to vpinvestor@vp.dk, per telefax

+4543588867 or through VP InvestorPortalen at www.sasgroup.net (under Investor

Relations) or www.vp.dk/gf, by 3:00 p.m. on Tuesday 1 March 2016. The following

rules also apply to participation. Shareholders who wish to attend the Annual

General Meeting must be registered in the share register of the Company

maintained by Euroclear Sweden AB by Wednesday 2 March 2016. Accordingly,

shareholders whose common shares are registered with VP Securities A/S in

Denmark must request that VP temporarily registers the common shares in the

shareholder's own name with Euroclear Sweden AB to be entitled to participate in

the Annual General Meeting.

A request for such registration along with a notification of attendance at the

Annual General Meeting must be submitted in sufficient time and no later than

3:00 p.m. on Tuesday 1 March 2016 to VP through Internet as set out above or at

the address above. Forms for notification of attendance and proxy forms are

available from VP and www.sasgroup.net (under Investor Relations) and will also

be sent out to registered shareholders who have notified their email address to

the Company. The registration application should include the account operating

institution in Denmark (with the custody account number) with which the

shareholder's common shares are deposited.

Shareholders whose common shares are already registered in the name of the owner

with Euroclear Sweden AB may send in a notification of attendance to the Company

at a later date, but no later than Wednesday 2 March 2016, preferably before

4:00 p.m, in the manner prescribed above.

Instructions to holders of common shares registered with Verdipapirsentralen

(VPS) in Norway

Shareholders of common shares in Norway who wish to attend the Annual General

Meeting must notify Nordea Bank Norge ASA (Nordea Norway), Securities Services -

Issuer Services, of this in writing to P.O. Box 1166 Sentrum, NO-0107, Oslo,

Norway, Attn: René Herskedal, by facsimile to +4722369703 or by email to email

issuerservices.no@nordea.com, by 3:00 p.m. on Tuesday 1 March 2016 at the

latest.

The following rules also apply for participation. Shareholders who wish to

attend the Annual General Meeting must be registered in the share register of

the Company maintained by Euroclear Sweden AB by Wednesday 2 March 2016.

Accordingly, shareholders whose common shares are registered with VPS in Norway

must request that Nordea Norway temporarily register the common shares in the

shareholder's own name with Euroclear Sweden AB to be entitled to participate in

the Annual General Meeting.

A request for such registration along with a notification of attendance at the

Annual General Meeting must be submitted in sufficient time and no later than

3:00 p.m. on Tuesday 1 March 2016, to Nordea Norway at the address above. Forms

for notification of attendance and proxy forms are available from Nordea Norway

and www.sasgroup.net (under Investor Relations) and will also be sent out to

registered shareholders who have notified their email address to the Company.

Shareholders whose common shares are already registered in the name of the owner

with Euroclear Sweden AB may send in a notification of attendance to the Company

at a later date, but no later than Wednesday 2 March 2016, preferably before

4:00 p.m, in the manner prescribed above.

Instructions applicable to all shareholders

Shareholders with shares registered in more than one country should state this

when submitting their notifications. Shareholders or their representatives may

be accompanied by no more than two assistants at the Annual General Meeting.

Assistants to shareholders will be admitted to the Annual General Meeting only

if the shareholder notifies the number of assistants in accordance with the

notification instructions provided above for shareholders' participation in each

country.

Shareholders represented by proxy must issue a dated written proxy for their

representative. If possible, the proxy should be based on the proxy form

provided by the Company. The proxy in original should be sent in sufficient time

prior to the Annual General Meeting and no later than Wednesday 2 March 2016, to

one of the addresses provided in this notice. Representatives of a legal entity

must also submit a certified copy of the registration certificate or equivalent

authorizing documentation. At the Annual General Meeting, a list is to be

prepared of the present shareholders, representatives and assistants with

details of the number of shares and votes each shareholder or proxy represents

at the Annual General Meeting (voting list). A list of shareholders, proxies and

assistants who have submitted notification of their attendance with the stated

details (list of participants) will be distributed at the registration for the

Annual General Meeting.

Admission cards for the Annual General Meeting

Admission cards, to be presented when entering the Annual General Meeting venue,

will be sent out around 1-2 March 2016 to all shareholders who have submitted a

notification of attendance in accordance with the instructions above.

Number of shares and votes in the Company

The Company has at the time of publication of this Notice issued 330,082,551

common shares and 0 subordinate shares, equivalent to a total of 330,082,551

votes. Furthermore, the Company has issued 7,000,000 preference shares

equivalent to a total of 700,000 votes. No shares are held by the Company

itself.

Proposed agenda

1. Meeting is called to order.

2. Election of a chairperson for the meeting.

3. Preparation and approval of the voting list.

4. Approval of the agenda.

5. Election of two persons to verify the minutes.

6. Determination of whether the meeting has been duly convened.

7. Presentation of the annual accounts and auditors' report as well as the

consolidated accounts and consolidated auditors' report.

8. Report on the work of the Board, the Remuneration Committee and the Audit

Committee, followed by the CEO's address and in conjunction with this, the

opportunity for shareholders to put questions to the Board and Group Management.

9. Resolutions on: a. the approval of the income statement and balance sheet

and the consolidated income statement and consolidated balance sheet, b. the

dispositions of the Company's earnings in accordance with the approved balance

sheet, and c. discharge from liability for the Board members and the CEO.

10. Resolutions on: a) the number of Board members, b) remuneration for Board

members, and c) remuneration for the auditor.

11. Election of Board members and Chairman of the Board.

12. Election of auditor.

13. Resolution on the Nomination Committee.

14. Resolution on the Board's proposed guidelines for remuneration of senior

executives.

15. Meeting is adjourned.

PROPOSALS FOR RESOLUTIONS

The Board's proposal on a dividend (Item 9b)

The Board proposes that no dividend be paid to SAS AB's common shareholders for

the fiscal year 1 November 2014 - 31 October 2015.

The Board further proposes a dividend on preferential shares. The Board proposes

that the dividend shall be paid on a quarterly basis at SEK 12.50 per

preferential share, although not higher than SEK 50 in total per preferential

share.

The following dates are proposed as record dates for the quarterly payments on

preference shares: 4 May 2016, 5 August 2016, 4 November 2016 and 3 February

2017. Payment from Euroclear Sweden AB is expected to take place on 10 May 2016,

10 August 2016, 9 November 2016 and 8 February 2017.

The Nomination Committee's proposals regarding General Meeting Chairman, Board,

Auditor, Remuneration, Nomination Committee, etc. (items 2, 10 a-c, 11, 12 and

13)

The Nomination Committee, which consists of Magnus Skåninger, Ministry of

Enterprise, Energy and Communications for the Swedish government (Chairman);

Rasmus Lønborg, Ministry of Finance, for the Danish government; Jan Tore Føsund,

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

Peter Wallenberg Jr., for the Knut and Alice Wallenberg Foundation, makes the

following proposals:

Election of Chairman for the General Meeting

Attorney-at-law Eva Hägg.

Resolution on the number of Board members

The number of Board members elected by the Annual General Meeting shall consist

of eight Board members, with no deputies.

Resolution on remuneration to Board members

The fees for the period until the end of the next Annual General Meeting shall

remain unchanged and amount to SEK 410,000 for the Chairman of the Board and, if

any, SEK 242,000 for the First Vice Chairman and the Second Vice Chairman

respectively, and SEK 207,000 for each of the other Board members elected by the

Annual General Meeting and ordinary employee representatives.

It is also proposed that each deputy for ordinary employee representatives

receive a study fee of SEK 1,000 per Board meeting and an attendance fee of

SEK 3,500 for each Board meeting they attend.

In addition to this remuneration, it is proposed that remuneration be paid for

work on the Board Remuneration Committee shall remain unchanged with the amount

of SEK 49,000 for the Remuneration Committee Chairman and SEK 17,000 each for

the Remuneration Committee's other members, as well as for work on the Board's

Audit Committee, in the amount of SEK 66,000 for the Audit Committee Chairman

and SEK 31,000 for each of the Audit Committee's other members.

Resolution on remuneration to the Company's auditor

The fees for the Company's auditor shall be paid in accordance with approved

invoice.

Election of Board members and Chairman of the Board

It is proposed to re-elect the current Board members; Fritz H. Schur, Jacob

Wallenberg, Dag Mejdell, Monica Caneman, Sanna Suvanto-Harsaae, Lars-Johan

Jarnheimer and Carsten Dilling, and to elect the new Board member Berit

Svendsen.

Furthermore, it is proposed that Fritz H. Schur be re-elected as Chairman of the

Board.

Election of Auditor

It is proposed to re-elect PricewaterhouseCoopers AB as auditor.

Resolution on the Nomination Committee

It is proposed that the Annual General Meeting resolve that a Nomination

Committee be elected that is tasked in accordance with the proposal for

Instruction for the Nomination Committee. The Nomination Committee shall

comprise four members.

The Nomination Committee shall comprise the following shareholder

representatives: Magnus Skåninger, Ministry of Enterprise, Energy and

Communications for the Swedish government; Rasmus Lønborg, Ministry of Finance,

for the Danish government; Jan Tore Føsund, Ministry of Trade, Industry and

Fisheries, for the Norwegian government and Peter Wallenberg Jr., for the Knut

and Alice Wallenberg Foundation.

It is furthermore proposed that the Annual General Meeting adopts instructions

for the Nomination Committee, including provisions regarding election of

Chairman of the Nomination Committee, replacement of members during their terms

of office and replacement of shareholder representative owing to a substantial

reduction in shareholding, and other provisions concerning the Nomination

Committee's composition and work to apply for the Nomination Committee appointed

by the Annual General Meeting and for its mission until the end of the next

Annual General Meeting. The instruction is consistent with the current

instruction for the Nomination Committee with the addition of a description of

the tasks of the Nomination Committee as follows.

The Nomination Committee shall be tasked with making proposals to the next

Annual General Meeting for resolutions regarding:

i. chairman of the Annual General Meeting;

ii. the number of Board members;

iii. election of Board members and Chairman of the Board;

iv. remuneration to Board members, divided between Chairman, Vice Chairman,

other board members and any remuneration for work on Board committees;

v. remuneration to the Company's auditor;

vi. election of auditor; and

vii. Nomination Committee for the next Annual General Meeting.

The Board's proposed guidelines for remuneration of senior executives (item 14)

The Board of Directors proposes guidelines for the determination of salaries and

other remuneration of senior executives with the following principal content.

The guidelines shall be applied for employment agreements entered into after the

Annual General Meeting 2016 and for changes made to existing employment

agreements thereafter.

The proposed guidelines remains unchanged in relation to the remuneration

guidelines adopted by the Annual General Meeting 2015.

Salaries and other benefits

The total salary shall comprise a fixed annual base salary. The fixed salary

shall reflect the demands of the position with respect to qualifications,

responsibilities, complexity and the manner in which it serves to reach business

objectives. The fixed salary shall also reflect the performance attained by the

senior executive and thus be individual and differentiated.

Other benefits, such as a company car and health insurance, are to be market

based and comprise only a limited portion of the total remuneration.

Pension

Pension benefits shall be defined contribution based and premiums shall not

exceed 30 percent of fixed annual salary.

Conditions regarding termination of employment

The notice period for the CEO and other members of Group Management is six

months if the employee resigns. A notice period of a maximum of 12 months

applies if the company terminates the employment. In the event of termination of

employment by the company and, in certain specific cases, by the senior

executive, severance pay shall be paid in an amount corresponding to a maximum

of one year's fixed salary, with full deduction if the senior executive receives

remuneration from a new position or assignment.

Departures

The Board of Directors may depart from these guidelines, if there are special

reasons to do so in a specific case.

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The Company's annual accounts, auditor's report, consolidated accounts and

consolidated auditor's report, the complete proposals and required Board

statements in accordance with above, the auditor's statement on the guidelines

for remuneration of senior executives in the 2014/2015 fiscal year and proxy

forms will be available at the Company and on the Company's website

www.sasgroup.net (under Investor Relations) latest as from 16 February 2016. The

documents will be sent to shareholders who request that at the Company's address

SAS AB (publ), SAS Investor Relations, Attn. Britta Eriksson/STODL, SE-195 87

Stockholm, stating their address. The documents will also be available at the

Annual General Meeting venue before the meeting is called to order.

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If a shareholder so requests, and if the Board determines it can be made without

significant harm to the Company, at the Annual General Meeting, the Board and

the CEO shall provide information on circumstances that may affect the

assessment of an agenda item and/or the Company's financial situation. The same

applies to the consolidated group accounts and other group companies.

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The notice of this Annual General Meeting, including a proxy form will be

distributed to all registered shareholders who have notified their e-mail

address to the Company. The notice will also be held available at the Company's

website www.sasgroup.net (under Investor Relations). The notice will further be

sent by regular mail free of charge to shareholders who request that at the

Company's address SAS AB (publ), SAS Investor Relations, Attn. Britta

Eriksson/STODL, SE-195 87 Stockholm, stating their address.

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Stockholm in February 2016

SAS AB

The Board of Directors