SAS — AGM Information 2019

Mar 13, 2019

Resolutions by the 2019 Annual General Meeting in SAS AB (publ)

Resolutions by the 2019 Annual General Meeting in SAS AB (publ)

The March 13, 2019 Annual General Meeting in SAS (the "AGM") resolved to adopt

the proposal by the Nomination Committee to re-elect Carsten Dilling as Chairman

of the Board and Dag Mejdell, Monica Caneman, Lars-Johan Jarnheimer, Sanna

Suvanto-Harsaae, Liv Fiksdahl and Oscar Stege Unger as Board members, and to

elect Kay Kratky as a new Board member.

The meeting resolved to elect the auditing firm KPMG AB as auditor.

It was further resolved that the five members of the Nomination Committee would

be the Chairman of the Board, along with the shareholder representatives Carl

Rosén, Swedish Ministry of Finance, for the Swedish government; Peder Lundquist,

Danish Ministry of Finance, for the Danish government; Jacob Wallenberg for the

Knut and Alice Wallenberg Foundation; and Gerald Engström, representing himself

and Färna Invest AB.

The AGM resolved in line with the Board's proposal to implement a long-term

incentive plan for all approximately 13,000 full-time and part-time SAS

employees (with the exception of Group Management) comprising of up to 4,782,282

SAS shares in total. In terms of hedging arrangements, the AGM did not approve

the Board's proposal which included issuing and repurchasing convertible C

shares with subsequent transfer to plan participants. Instead, the AGM approved

the Board's alternative hedge proposal of entering into an equity swap agreement

with a third party.

As regards other issues, the AGM resolved in accordance with the respective

proposals from the Board and the Nomination Committee, including to adopt

amended guidelines for remuneration of senior executives, to approve amendments

of the articles of association as well as the consortium agreement and not to

distribute any dividend to SAS shareholders for the financial year 1 November

2017 - 31 October 2018.

For further information, please contact:

SAS Investor Relations

Michel Fischier, VP Investor Relations, +46 70 997 0673