SAS

AGM Information • Dec 11, 2023

Notice convening the Extraordinary General Meeting of SAS AB

Notice convening the Extraordinary General Meeting of SAS AB

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

invited to attend the Extraordinary General Meeting on Wednesday 10 January

2024. The Extraordinary General Meeting will be held at 2:00 p.m. at the

Company's Head Office, Frösundaviks allé 1, Solna, Sweden. The meeting venue

will open at 1:00 p.m. for registration. Registration of participants at the

meeting ends when the meeting is called to order.

The Board has decided that the shareholders shall also be able to exercise their

voting rights at the Extraordinary General Meeting by postal voting in

accordance with the Company's Articles of Association.

Please note that specific instructions and deadlines apply for holders of common

shares registered in Denmark and Norway, as further detailed below.

Instructions to holders of common shares registered with Euroclear Sweden AB in

Sweden (i.e. other than holders of common shares registered with Euronext

Securities Copenhagen, the Danish Central Securities Depository, or with

Euronext Securities Oslo, the Norwegian Central Securities Depository)

Shareholders of common shares registered in Sweden who wish to attend the

meeting venue in person or by proxy must be listed as a shareholder in the

presentation of the share register prepared by Euroclear Sweden AB concerning

the circumstances on Tuesday 2January 2024, and must give notice of

participation to the Company no later than Thursday 4 January 2024, preferably

before 4:00p.m., through the Company's website www.sasgroup.net (under "About

SAS/Corporate Governance") or by telephone to +46709977070 on weekdays between

9:00a.m. and 4:00 p.m. Notification may also be made by regular mail to the

following address: SAS AB (publ), Attn: SAS Legal department, Anette Muñoz, SE

-195 87 Stockholm, Sweden. The notification shall set forth the name,

personal/corporate identity number, address, telephone number, email address

and, as applicable, the number of assistants (no more than two) and shall be

sent so that it is received by the Company no later than Thursday 4 January

Shareholders of common shares registered in Sweden who wish to participate in

the Extraordinary General Meeting by postal voting must be listed as a

shareholder in the presentation of the share register prepared by Euroclear

Sweden AB concerning the circumstances on Tuesday 2 January 2024, and must give

notice of participation no later than Thursday 4 January 2024 by submitting

their postal vote in accordance with the instructions under the heading Postal

voting below so that the postal voting form is received by Computershare AB no

later than that day.

Shareholders who wish to attend the meeting venue in person or by proxy must

give notice in accordance with the above instructions. This means that a notice

of participation only by postal voting is not sufficient for shareholders who

wish to attend the meeting venue in person or by proxy.

To be entitled to participate in the Extraordinary General Meeting, a

shareholder whose shares are registered in the name of a nominee must, in

addition to giving notice of participation in the General Meeting, register its

shares in its own name so that the shareholder is listed in the presentation of

the share register as of Tuesday 2 January 2024. Such registration may be

temporary (so-called voting rights registration), and request for such voting

rights registration shall be made to the nominee, in accordance with the

nominee's routines, at such a time in advance as decided by the nominee. Voting

rights registrations that have been made by the nominee no later than Thursday 4

January 2024 will be taken into account in the presentation of the share

register.

Instructions to holders of common shares registered with Euronext Securities

Copenhagen in Denmark

Shareholders of common shares registered in Denmark who wish to participate in

the Extraordinary General Meeting must be listed as a shareholder in the

presentation of the share register prepared by Euroclear Sweden AB concerning

the circumstances on Tuesday2January 2024, and must give notice of participation

to Euronext Securities Copenhagen no later than Wednesday 3January 2024 at 3:00

p.m. in accordance with the instructions set out below for voting rights

registrations. Shareholders who wish to participate in the Extraordinary General

Meeting by postal voting must also submit their postal vote in accordance with

the instructions under the heading Postal voting below so that the postal voting

form is received by Computershare AB no later than Thursday 4 January 2024.

To be entitled to participate in the Extraordinary General Meeting, a

shareholder whose shares are registered in the name of a nominee must, in

addition to giving notice of participation in the General Meeting, register its

shares in its own name so that the shareholder is listed in the presentation of

the share register as of Tuesday 2 January2024. Such registration may be

temporary (so-called voting rights registration), and request for such voting

rights registration shall be made to the nominee, in accordance with the

nominee's routines, at such a time in advance as decided by the nominee.

Accordingly, a shareholder whose common shares are registered with Euronext

Securities Copenhagen must request that Euronext Investor Services temporarily

register the common shares in the shareholder's own name with Euroclear Sweden

AB to be entitled to participate in the Extraordinary General Meeting. A request

for such voting rights registration must be received by Euronext Securities

Copenhagen no later than Wednesday 3 January 2024 at 3:00p.m., and can be

submitted by sending a completed and signed registration form by regular mail to

Euronext Securities Copenhagen, NicolaiEigtveds Gade 8, DK-1402 Copenhagen,

Denmark or by email to CPH-investor@euronext.com, or throughEuronext

InvestorPortalen, which is available at www.sasgroup.net (under "About

SAS/Corporate Governance") and at www.euronext.com/cph-agm. The registration

applicationshould include the account operating institution in Denmark (with the

custody account number) with which the shareholder's common shares are

deposited. Voting rights registration requests received byEuronext

SecuritiesCopenhagen in accordance with the above are also valid as notice of

participationin theGeneral Meeting.

A form for registration and notice of participation is available at

www.sasgroup.net (under "About SAS/Corporate Governance").

A shareholder whose common shares are registered in the share register prepared

by Euroclear Sweden AB as of the record date Tuesday 2 January 2024 may give

notice of participation to the Company at a later date, but no later than

Thursday 4 January 2024, in accordance with the above instructions for

shareholders registered in Sweden.

Instructions to holders of common shares registered with Euronext Securities

Oslo in Norway

Shareholders of common shares registered in Norway who wish to participate in

the Extraordinary General Meeting must be listed as a shareholder in the

presentation of the share register prepared by Euroclear Sweden AB concerning

the circumstances on Tuesday 2January 2024, and must give notice of

participation to Nordea Norway no later than Tuesday 19 December 2023 at 3:00

p.m. in accordance with the instructions set out below for voting rights

registrations. Shareholders who wish to participate in the Extraordinary General

Meeting by postal voting must also submit their postal vote in accordance with

the instructions under the heading Postal voting below so that the postal voting

form is received by Computershare AB no later than Thursday 4 January 2024.

To be entitled to participate in the Extraordinary General Meeting, a

shareholder whose shares are registered in the name of a nominee must, in

addition to giving notice of participation in the General Meeting, register its

shares in its own name so that the shareholder is listed in the presentation of

the share register as of Tuesday 2 January 2024. Such registration may be

temporary (so-called voting rights registration), and request for such voting

rights registration shall be made to the nominee, in accordance with the

nominee's routines, at such a time in advance as decided by the nominee.

Accordingly, a shareholder whose common shares are registered with Euronext

Securities Oslo 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 Extraordinary General Meeting. A request for such voting

rights registration must be received by Nordea Bank Abp, filial i Norge,

Securities Services - Issuer Services no later than Tuesday 19 December 2023 at

3:00p.m., and can be submitted by sending a completed and signed registration

form by regular mail to P.O. Box 1166 Sentrum, NO-0107 Oslo, Norway or by email

to nis@nordea.com. Voting rights registration requests received by Nordea Norway

in accordance with the above are also valid as notice of participation in the

General Meeting.

A form for registration and notice of participation is available at

www.sasgroup.net (under "About SAS/Corporate Governance").

A shareholder whose common shares are registered in the share register prepared

by Euroclear Sweden AB as of the record date Tuesday 2January 2024 may give

notice of participation to the Company at a later date, but no later than

Thursday 4 January 2024, in accordance with the above instructions for

shareholders registered in Sweden.

Instructions applicable to all shareholders

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

when submitting their notice of participation.

Participation at the meeting venue

Shareholders who wish to attend the meeting venue in person or by proxy may be

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

Assistants to shareholders will be admitted to the Extraordinary General Meeting

only if the shareholder registers 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. Proxy forms are available at www.sasgroup.net (under "About

SAS/Corporate Governance"). A proxy is valid one year from its issue date or

such longer time period as set out in the proxy, however, not more than five

years. If the proxy is issued on behalf of a legal entity, a registration

certificate or corresponding authorizing documentation shall be appended to the

form. In order to facilitate registration at the meeting, the proxy as well as

the registration certificate and other authorizing documentation should be sent

to one of the addresses provided in this notice in connection with the notice of

participation.

Postal voting

A special form must be used for the postal vote. The form for postal voting is

available at www.sasgroup.net (under "About SAS/Corporate Governance"). A

completed and signed form for postal voting must be received by Computershare AB

no later than Thursday 4 January2024. The form may be sent by email to

info@computershare.se or by regular mail to Computershare AB, "SAS AB:s

extrastämma", P.O. Box 5267, SE-102 46 Stockholm, Sweden. Shareholders that are

natural persons and have a Swedish BankID may also submit their postal votes

electronically via the Company's website, www.sasgroup.net (under "About

SAS/Corporate Governance").

Further instructions and conditions can be found in the postal voting form and

at www.sasgroup.net (under "About SAS/Corporate Governance").

To receive the postal voting form sent by regular mail, please contact

Computershare AB by telephone +46771246400.

Shareholders submitting their postal votes by proxy must issue a dated written

proxy for their representative, which must be enclosed with the postal voting

form. Proxy forms are available at www.sasgroup.net (under "About SAS/Corporate

Governance"). A proxy is valid one year from its issue date or such longer time

period as set out in the proxy, however, not more than five years. If the proxy

is issued on behalf of a legal entity, a registration certificate or

corresponding authorizing documentation shall be appended to the form.

Admission cards

Admission cards, to be presented when entering the Extraordinary General Meeting

venue, will be sent out by email around Friday 5January 2024 to all shareholders

who have given notice of participation in accordance with the above instructions

and provided their email address. Admissions cards will not be sent to

shareholders who have submitted postal votes, unless the shareholder has

expressed that it intends on attending the meeting venue.

Number of shares and votes in the Company

The Company has at the time of publication of this notice issued 7,266,039,292

common shares, 0subordinate shares and 0shares of series C, equivalent to a

total of 7,266,039,292 votes. No shares are held by the Company itself.

Proposed agenda

1. Meeting is called to order.

2. Election of a Chairperson for the General 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. Resolution on approval of unilateral commitment towards the Kingdom of

Denmark.

8. Resolution on approval of unilateral commitment towards the Kingdom of

Sweden.

9. Meeting is adjourned.

Proposals for resolutions

The Board's proposal for election of a Chairperson for the General Meeting (item

2)

The Board proposes attorney-at-law Andreas Steen as Chairperson for the General

Meeting.

The Board's proposal on preparation and approval of the voting list (item 3)

The Board proposes that the voting list that is approved is the voting list

prepared by Computershare AB on behalf of the Company, based on the

Extraordinary General Meeting's share register, shareholders having given notice

of participation and being present at the meeting venue, as well as received

postal votes.

The Board's proposals on approvals of unilateral commitments towards the Kingdom

of Denmark and the Kingdom of Sweden (items 7-8)

Background and reasons

In 2020, the Kingdom of Denmark and the Kingdom of Sweden (each a "State" and

together the "States") participated in the recapitalisation of SAS through a

subscription for hybrid notes issued by the Company (the "State Hybrid Notes

Investments") and common shares in the Company (the "Share Investments" and,

together with the State Hybrid Notes Investments, the "2020 Investments"). The

2020 Investments were approved by the European Commission (the "Commission") as

compatible State aid under the Temporary Framework for State aid measures to

support the economy in the COVID-19 outbreak (the "Temporary Framework").

However, in May 2023, the EU General Court held, following a third party

challenge, that the Commission had erred in its initial approval decision by not

requiring the States to include a "step-up mechanism", as required by the

Temporary Framework, in relation to the Share Investments. As a consequence, the

Commission's initial approval of the 2020 Investments was annulled, i.e. both in

relation to the State Hybrid Notes Investments and the Share Investments.

On 29 November 2023, the Commission once again approved the 2020 Investments as

compatible State aid under the Temporary Framework, subject to the introduction

of a step-up mechanism in relation to the Share Investments within two months of

the Commission's approval. The contemplated arrangements, as further described

below, (the "Supplementary Step-up Mechanism"), have been carefully considered

in order to find a mechanism that is acceptable to the States, compatible with

the Temporary Framework, and possible to carry out under Swedish corporate law.

Under Chapter 16 a, section 7 of the Swedish Companies Act (2005:551),

significant transactions between listed companies and their related parties,

including shareholders holding more than 20% of a company's shares, must be

submitted to the general meeting for approval (unless certain exemptions are

applicable). Consequently, the Board hereby proposes that the Extraordinary

General Meeting resolves to approve (i) SAS' unilateral commitment towards the

Kingdom of Denmark and (ii) SAS' unilateral commitment towards the Kingdom of

Sweden, respectively, to effect the Supplementary Step-up Mechanism, and submits

this joint report pursuant to Chapter 16a, section 7 of the Swedish Companies

Act.

Subject to the Extraordinary General Meeting's approval under agenda items 7 and

8, SAS intends to enter into the unilateral commitments towards the Kingdom of

Denmark and the Kingdom of Sweden, respectively, on 11 January 2024.

Absent requisite shareholder approval, the contemplated Supplementary Step-up

Mechanism may not be implemented and, as a consequence, SAS would not be able to

rely on the Commission's approval from 29November 2023. As a result, SAS may

ultimately be required to repay all State aid provided by the States as part of

the 2020 Investments in the aggregate amount of approximately SEK9.5 billion,

along with interest on such amount.

Description of the Supplementary Step-up Mechanism

The Supplementary Step-up Mechanism entails unilateral commitments from SAS to

implement a "step-up" in relation to the Share Investments through the issuance

of new hybrid notes ("New State Hybrid Notes") to the States without any

consideration under certain conditions.

The step-up will be triggered if the portion of the relevant State's

shareholdings related to the Share Investments in excess of such State's pro

rata portion immediately prior to the Share Investments (the "Recapitalisation

Shareholding")[1] has not been reduced by a certain percentage on specified

dates, as set out below:

· Firstly, a step-up will be triggered if the relevant State's

Recapitalisation Shareholding has not been reduced by at least 40% on 26 October

· Secondly, an additional step-up will be triggered if the relevant State's

Recapitalisation Shareholding has not been fully reduced on 26 October 2026.

Provided that a step-up is triggered, New State Hybrid Notes will be issued to

the relevant State in a principal amount corresponding to 10% of the portion of

such State's Recapitalisation Shareholding still remaining at the time of the

step-up, multiplied by the higher of (i) SEK 1.16 (being the share subscription

price for the Share Investments in 2020) or (ii) the volume-weighted average

price paid for the common shares on Nasdaq Stockholm during a period of 20

trading days immediately preceding the fifth trading day prior to the step-up

date.[2]

Assuming (i) that the States' respective Recapitalisation Shareholdings do not

change prior to 26 October 2026 and (ii) that the share price of the Company's

shares does not exceed SEK 1.16, the Supplementary Step-up Mechanism would be

triggered on both step-up dates and the undertakings would entail the issuance

of New State Hybrid Notes in a total principal amount of SEK241,173,773 to the

Kingdom of Denmark and SEK236,012,705 to the Kingdom of Sweden (corresponding to

an aggregate amount of SEK477,186,478 to the States).

Terms and conditions of the New State Hybrid Notes

New State Hybrid Notes issued under the Supplementary Step-up Mechanism will

mirror the SEK perpetual subordinated capital securities (ISIN SE0014958005)

subscribed for by both States (in equal amounts) as part of the State Hybrid

Notes Investments with respect to ranking, accounting treatment, and

remuneration. Accordingly, any New State Hybrid Notes will be subordinated,

accounted for as equity, and be subject to a floating interest rate of 6MSTIBOR

with an initial annual coupon margin of 590 basis points, increasing to 790

basis points on the first anniversary after the issuance of the New State Hybrid

Notes and to 1,040 basis points on the third anniversary.

Related party transactions

Currently, the Kingdom of Denmark and the Kingdom of Sweden each hold

approximately 21.8% of the votes and common shares in the Company and are,

therefore, considered related parties to the Company pursuant to Chapter 16a,

section 3 of the Swedish Companies Act, which applies to Swedish listed

companies. Consequently, and taking into account the value of each of the

transactions, SAS' unilateral commitments to effect the Supplementary Step-up

Mechanism towards each of the States must be submitted to the general meeting of

the Company for approval.

Proposal on approval of unilateral commitment towards the Kingdom of Denmark

(item 7)

The Board proposes that the Extraordinary General Meeting approves that SAS

enters into the unilateral commitment towards the Kingdom of Denmark to effect

the Supplementary Step-up Mechanism.

Majority requirement

A resolution in accordance with the Board's proposal under item 7 requires that

shareholders representing more than half of the votes cast are in favour of the

proposal, without taking into consideration the shares and votes held, directly

or indirectly, by the Kingdom of Denmark.

Proposal on approval of unilateral commitment towards the Kingdom of Sweden

(item 8)

The Board proposes that the Extraordinary General Meeting approves that SAS

enters into the unilateral commitment towards the Kingdom of Sweden to effect

the Supplementary Step-up Mechanism.

Majority requirement

A resolution in accordance with the Board's proposal under item 8 requires that

shareholders representing more than half of the votes cast are in favour of the

proposal, without taking into consideration the shares and votes held, directly

or indirectly, by the Kingdom of Sweden.

____________________

The proxy and postal voting forms are available at the Company and at the

Company's website www.sasgroup.net (under "About SAS/Corporate Governance"). The

complete proposals for resolutions, including the Board's report pursuant to

Chapter 16 a, section 7 of the Swedish Companies Act considering the proposals

under items 7 and 8, will be available at the Company and at the Company's

website www.sasgroup.net (under "About SAS/Corporate Governance") no later than

three weeks before the Extraordinary General Meeting. The documents will be sent

to shareholders who so request at the Company's address SAS AB (publ), Attn: SAS

Legal department, Anette Muñoz, SE-195 87 Stockholm, Sweden, stating their

address. The documents will also be available at the meeting venue before the

meeting is called to order.

____________________

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

significant harm to the Company, at the Extraordinary General Meeting, the Board

and the CEO shall provide information on circumstances that may affect the

assessment of an agenda item.

____________________

The notice will be held available at the Company's website www.sasgroup.net

(under "About SAS/Corporate Governance"). Furthermore, the notice will be sent

by regular mail free of charge to shareholders who so request at the Company's

address SAS AB (publ), Attn: SAS Legal department, Anette Muñoz, SE-195 87

Stockholm, Sweden, stating their address.

____________________

For information on how your personal data is processed, please see

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor

-engelska.pdf.

____________________

Stockholm in December 2023

SAS AB

The Board of Directors

[1] The Kingdom of Denmark's and the Kingdom of Sweden's respective

Recapitalisation Shareholdings correspond to 1,039,542,124 common shares and

1,017,296,144 common shares (based on the States' current shareholdings of

1,584,296,144 common shares each and their respective shareholdings prior to the

2020 Share Investments (but after the States' pro rata participation in SAS'

rights issue 2020) of 544,754,020 common shares and 567,000,000 common shares,

respectively).

[2] In each case the principal amount of the New State Hybrid Notes could be

adjusted to account for the expected future coupons of the New State Hybrid

Notes, discounted at an appropriate interest rate reflecting the terms and

conditions of the New State Hybrid Notes and the credit risk of SAS at the time

of the step-up.

For further information, please contact:

SAS press office, +46 8 797 29 44

Investor relations, +46 709 977 070

SAS, Scandinavia's leading airline, with main hubs in Copenhagen, Oslo and

Stockholm, flies to destinations in Europe, USA and Asia. Spurred by a

Scandinavian heritage and sustainability values, SAS aims to be the driving

force in sustainable aviation and in the transition toward net zero emissions.

We are continuously reducing our carbon emissions through using more sustainable

aviation fuel, investing in new fuel-efficient aircraft and technology

innovation together with partners - thereby contributing towards the industry

target of net zero CO2 emissions by 2050. In addition to flight operations, SAS

offers ground handling services, technical maintenance, and air cargo services.

Learn more at https://www.sasgroup.net