SAS — Capital/Financing Update 2014

Feb 25, 2014

SAS AB (publ) prices and resolves on the issue of SEK 1.6 billion guaranteed convertible bond offering due 2019

SAS AB (publ) prices and resolves on the issue of SEK 1.6 billion guaranteed convertible bond offering due 2019

Not for release, publication or distribution, directly or indirectly, in

or into the United States, Canada, Japan, Australia, Italy or any other

jurisdiction where such action would be prohibited.

SAS AB (publ) ("SAS" or the "Company") announces today that it has

successfully priced a SEK 1.6 billion offering of convertible bonds due

in 2019 (the "Bonds"). The Board of Directors has pursuant to the

authorization received from the annual general meeting held on 18

February 2014, resolved to issue the Bonds with disapplication of the

shareholders' preferential rights.

The senior unsecured Bonds will have an annual coupon of 3.625% payable

semi-annually in arrear and will be convertible into fully paid common

shares of the Company (the "Shares") at an initial conversion price of

SEK 24.0173 equal to a conversion premium of 25% over the volume

weighted average price of the Shares on NASDAQ OMX Stockholm between

launch and pricing of the offer on 25 February 2014 (the "Reference

Price"). The Reference Price of the Company's Shares was set at

SEK 19.2138.

The Bonds will be issued and redeemed at 100% of their principal amount

and will, unless previously redeemed, converted or purchased and

cancelled, mature in April 2019. SAS has the right to redeem all but not

some of the Bonds at any time after approximately three years following

the Issue Date at 100% of their principal amount together with accrued

interest, if the value of the Shares on NASDAQ OMX Stockholm exceeds,

for a specified period of time, 130% of the conversion price.

The Bonds are expected to be subscribed on behalf of investors by J.P.

Morgan on or around 4 March 2014 (the "Issue Date") and settled on or

around 5 March 2014 (the "Settlement Date"). The issue of the Bonds has

been underwritten by J.P. Morgan, subject to customary conditions. It is

intended that application will be made for the Bonds to be listed on the

Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange by no

later than one month after the Issue Date. The proceeds from the issue

of the Bonds together with the proceeds from the preference share offer

announced on 7 February 2014 by SAS will be used to refinance certain of

the Company's outstanding bonds maturing in 2015, strengthen the

Company's financial condition for the continued renewal of the aircraft

fleet, but also to strengthen the Company's financial preparedness and

to reduce its dependence on bank financing.

The Company has agreed not to place, in line with market practice, any

further ordinary shares or certain related securities or enter into

certain derivative transactions relating to ordinary shares (subject to

certain customary exceptions) in the market for a lock-up period of 90

days after the Issue Date.

J.P. Morgan is acting as sole bookrunner with respect to the issuance of

the Bonds. Mannheimer Swartling is acting as legal advisor to SAS in

connection with the convertible bond offering.

This announcement does not constitute or form part of an offer to sell

or the solicitation of an offer to subscribe for any securities of SAS.

For additional information:

Press Office telephone: +46 8 797 2944

SAS Group Investor Relations

SAS discloses this information pursuant to the Swedish Securities Market

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

corresponding Danish and Norwegian legislations. The information was

provided for publication on 25 February 2014 at 17.15 CET.

IMPORTANT INFORMATION

This press release is not being issued into the United States of

America, Canada, Australia, Japan, Italy or in any other jurisdiction in

which such distribution would be prohibited by applicable law. This

press release does not constitute or form part of an offer or

solicitation of an offer to purchase or subscribe for securities in the

United States. The Bonds and the shares referred to herein will not be

registered under the United States Securities Act of 1933, as amended,

and may not be offered or sold in the United States, except pursuant to

an applicable exemption from registration.

This press release is directed only at persons who (i) are outside the

United Kingdom or (ii) have professional experience in matters relating

to investments who fall within Article 19(5) ("investment

professionals") of The Financial Services and Markets Act 2000

(Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) are

persons falling, within Article 49(2)(a) to (d) ("high net worth

companies, unincorporated associations etc") of the Order (all such

persons together being referred to as "relevant persons"). This press

release is directed only at relevant persons and must not be acted on or

relied on by persons who are not relevant persons. Any investment or

investment activity to which this press release relates is available

only to relevant persons and will be engaged in only with relevant

persons.

In addition, if and to the extent that this press release is

communicated in, or the offered securities to which it relates is made

in, any EEA member state that has implemented Directive 2003/71/EC

(together with any applicable implementing measures in any member state,

the "Prospectus Directive"), this press release and the offering

described herein are only addressed to and directed at persons in that

member state who are "qualified investors" within the meaning of the

Prospectus Directive (or who are other persons to whom the offer may

lawfully be addressed) and must not be acted on or relied on by other

persons in that member state.

J.P. Morgan (the "Sole Bookrunner") is acting for the Company and no one

else in connection with the offer of the Bonds and will not be

responsible to any other person for providing the protections afforded

to their client, or for providing advice in relation to the proposed

offer of the Bonds.

The Sole Bookrunner may participate in the offering of the Bonds on a

proprietary basis. Any investment decision to buy securities in the

transaction must be made solely on the basis of publicly available

information which has not been independently verified by the Sole

Bookrunner.