SAS — Capital/Financing Update 2017

Oct 6, 2017

SAS AB seeking authorization for a potential directed share issue and intends to call for an Extraordinary General Meeting

SAS AB seeking authorization for a potential directed share issue and intends to call for an Extraordinary General Meeting

In previously published interim reports, SAS AB ("SAS") has announced that

various alternative financing methods actively are being evaluated in order to

reduce SAS's financing costs. In accordance with this, SAS intends to call for

an Extraordinary General Meeting, to be held on 3 November, with a proposal to

authorize the Board of Directors to be able to resolve on issuing not more than

66 million common shares with disapplication of the shareholders' preferential

rights, corresponding to nearly 20 % of the total number of common shares in

issue. SAS's main shareholders are expected to support the Board of Directors'

proposal for an authorization. The Board has not resolved on utilizing a

potential authorization, but would, pursuant to the evaluation of alternative

financing methods, wish to have the possibility to pass such resolution if the

market conditions and other conditions are favourable. SAS's main shareholders

have, provided that the proposal is approved by the Extraordinary General

Meeting, stated that they will not sell any SAS shares during a period of 90

days from the date of a potential directed share issue, however not beyond the

date of the next Annual General Meeting.

SAS's financial position has improved over the last few years. In September, SAS

presented pre-tax results of almost SEK 2 billion for the third quarter of the

2016/2017 fiscal year, corresponding to an increase of 90 % compared to the

previous year. A stable financial position is important given SAS's ongoing and

future aircraft investments and for the terms and conditions when refinancing

upcoming loan maturities as well as to enable a potential future redemption of

preference shares.

In order to improve SAS's flexibility regarding potential alternative financing

methods, SAS's Board of Directors has resolved to call for an Extraordinary

General Meeting to be held on 3 November.

The Board of Directors has resolved to propose that the General Meeting, up

until the next Annual General Meeting, authorizes the Board to resolve on

issuing common shares with disapplication of the shareholders' preferential

rights. SAS's main shareholders are expected to support the Board's proposal,

which for its approval requires the support by shareholders representing at

least two-thirds of both the votes cast and the shares represented at the

general meeting. SAS's main shareholders have, provided that the proposal is

approved by the Extraordinary General Meeting, stated that they will not sell

any SAS shares during a period of 90 days from the date of a potential directed

share issue, however not beyond the date of the next Annual General Meeting.

The Board of Directors has not resolved on utilizing a potential authorization,

but would, pursuant to the evaluation of alternative financing methods, wish to

have the possibility to pass such resolution if the market conditions and other

conditions are favourable. If the proposed authorization is fully utilized, this

would imply an increase of the number of common shares of not more than 66

million, corresponding to nearly 20 % of the number of common shares in issue as

of today.

The Board of Directors' proposal, which will be published in its entirety on

SAS's website and in a separate notice convening the General Meeting, is

summarized below:

· Issuance of common shares should be made on market terms and conditions,

whereby the subscription price for each new common share should be determined by

an auction procedure (an accelerated book-building process).

· The reasons for SAS seeking an authorization for issuing shares with

disapplication of the shareholders' preferential rights are that SAS under

favourable market conditions, in a cost- and time-efficient manner, should be

able to strengthen its equity position for the purpose of obtaining better terms

for financing future aircraft investments and refinancing upcoming loan

maturities as well as to enable a potential future redemption of preference

shares. Furthermore, the Company deems that the conditions for a successful and

efficient issue of new shares with preferential rights for the Company's

shareholders currently are not at hand as several of the Company's main

shareholders do not intend to participate in such a share issue. In addition, by

disapplication of the shareholders' preferential rights, SAS may broaden and

strengthen the shareholder base of the Company.

· A potential issue of new common shares will, according to the proposed

authorization, be directed to a number of selected Scandinavian and

international institutional investors, as well as anchor investors and other

investors deemed by the Board of Directors to be beneficial for the successful

implementation of the share issue.

The Extraordinary General Meeting will be held at 10:00 a.m. on 3 November 2017

at SAS's Head Office, Frösundaviks allé 1, Solna, Sweden.

Information regarding the right to participate, admission cards, proposed agenda

and the Board of Directors' complete proposal on authorization will be set out

in the notice published later today.

For further information, please contact:

SAS press contact, +46 8 797 29 44

Björn Tibell, Head of Investor Relations, +46 70 997 1437

This information is information that SAS AB is obliged to make public pursuant

to the EU Market Abuse Regulation. The information was submitted for

publication, through the contact person set out above, at 08.00 CET on 6 October

2017.