SAS — Capital/Financing Update 2020

Sep 2, 2020

Noteholders have approved the conversions of claims as part of SAS' recapitalisation plan

Noteholders have approved the conversions of claims as part of SAS' recapitalisation plan

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

the United States, Canada, Japan, Australia or any other jurisdiction where such

action would be unlawful.

SAS AB (publ) (the "Company" or "SAS") has been informed by Intertrust (Sweden)

AB of the outcome of the noteholders' meetings held today with holders of the

MSEK 1,500 subordinated perpetual floating rate capital securities

(the "Existing Hybrid Notes") and the MSEK 2,250 senior unsecured fixed rate

bond due November 2022 (the "Bonds").

Noteholders representing in aggregate 82 percent of the nominal amount of the

Existing Hybrid Notes (equivalent to 97.72 percent of the votes cast at the

noteholders' meeting) and 74 percent of the nominal amount of the Bonds

(equivalent to 99.17 percent of the votes cast at the noteholders' meeting) have

voted in favour of the conversions of the Existing Hybrid Notes and the Bonds,

in accordance with the proposals set out in the notices to the noteholders'

meetings and as described in SAS' press release on 14 August 2020. The proposed

conversions have consequently been approved.

Hence, the Existing Hybrid Notes will be exchanged at 90% of par value for

common shares in the Company at a subscription price of SEK 1.16 per share,

subject to approval by the extraordinary shareholders' meeting. The Bonds will

be exchanged at 100% of par value for SEK denominated perpetual unsubordinated,

unsecured, unguaranteed floating rate callable capital securities in the

Company. Alternatively, and subject to approval by the extraordinary

shareholders' meeting, eligible holders of the Bonds will prior to the

implementation of the conversions be presented with an offer, allowing the

holders to subscribe for newly issued common shares in the Company at 100% of

par value at a subscription price of SEK 1.16 per share, by setting off the

claim under their Bonds as consideration. However, the aggregate number of new

common shares to be issued to holders of the Bonds under the offer is limited to

969,827,586 shares (corresponding to 50% of the nominal amount of the Bonds).

The implementation of SAS' recapitalisation plan will proceed in accordance with

the timeline and on the terms communicated in SAS' press release on 14 August

2020, with the upcoming extraordinary general meeting to be held on 22 September

For further information, please contact:

SAS press office, +46 8 797 2944

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

This information was submitted by Michel Fischier for publication on

2 September 2020 at 3 p.m. CEST.

IMPORTANT INFORMATION

This press release and the information herein is not for publication, release or

distribution, in whole or in part, directly or indirectly, in or into the United

States, Australia, Canada, Japan or South Africa or any other state or

jurisdiction in which publication, release or distribution would be unlawful or

where such action would require additional prospectuses, filings or other

measures in addition to those required under Swedish law.

The press release is for informational purposes only and does not constitute an

offer to sell or issue, or the solicitation of an offer to buy or acquire, or

subscribe for, any of the securities mentioned herein (collectively, the

"Securities") or any other financial instruments in SAS. Any offer in respect of

any securities in connection with the rights issue will only be made through the

prospectus that SAS expects to publish on or about 1 October 2020. The offers

under the recapitalization plan are not made to, and application forms will not

be approved from, subscribers (including shareholders), or persons acting on

behalf of subscribers, in any jurisdiction where applications for such

subscription would contravene applicable laws or regulations, or would require

additional prospectuses, filings, or other measures in addition to those

required under Swedish law. Measures in violation of the restrictions may

constitute a breach of relevant securities laws.

None of the Securities have been or will be registered under the United States

Securities Act of 1933, as amended (the "Securities Act"), or the securities

laws of any state or other jurisdiction in the United States, and may not be

offered, pledged, sold, delivered or otherwise transferred, directly or

indirectly, except pursuant to an exemption from, or in a transaction not

subject to, the registration requirements of the Securities Act and in

compliance with applicable other securities laws. There will not be any public

offering of any of the Securities in the United States.

In the United Kingdom, this press release is directed only at, and communicated

only to, persons who are qualified investors within the meaning of article 2(e)

of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the

definition of "investment professional" in article 19(5) of the Financial

Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the

"Order"), or (ii) persons who fall within article 49(2)(a) to (d) of the Order,

or (iii) persons to whom it may otherwise be lawfully communicated (all such

persons referred to in (i), (ii) and (iii) above together being referred to as

"Relevant Persons"). This press release must not be acted on or relied on by

persons in the UK who are not Relevant Persons.

This press release contains forward-looking statements that reflect SAS' current

view of future events as well as financial and operational development. Words

such as "intend", "assess", "expect", "may", "plan", "estimate" and other

expressions involving indications or predictions regarding future development or

trends, not based on historical facts, identify forward-looking statements and

reflect SAS' beliefs and expectations and involve a number of risks,

uncertainties and assumptions which could cause actual events and performance to

differ materially from any expected future events or performance expressed or

implied by the forward-looking statement. The information contained in this

press release is subject to change without notice and, except as required by

applicable law, SAS does not assume any responsibility or obligation to update

publicly or review any of the forward-looking statements contained in it and nor

does it intend to. You should not place undue reliance on forward-looking

statements, which speak only as of the date of this press release. As a result

of these risks, uncertainties and assumptions, you should not place undue

reliance on these forward-looking statements as a prediction of actual future

events or otherwise.