SAS

Delisting Announcement • Jul 19, 2024

SAS AB's plan of reorganization in Sweden approved - applies for a conditional delisting of all common shares and commercial hybrid bonds

SAS AB's plan of reorganization in Sweden approved - applies for a conditional delisting of all common shares and commercial hybrid bonds

SAS AB (publ) (the "Company") announces that the Stockholm District Court has

approved the Company's plan of reorganization (the "Reorganization Plan") in its

company reorganization proceeding in Sweden (Sw. företagsrekonstruktion). As a

result of the Reorganization Plan, and in line with what has been previously

communicated, all of the Company's existing common shares and listed commercial

hybrid bonds will be redeemed and cancelled in connection with SAS' emergence

from its restructuring proceedings. Against this background, the Company has

today applied for the delisting of its existing common shares from Nasdaq

Stockholm, Nasdaq Copenhagen and Oslo Børs (the "Exchanges") and for the

delisting of the Company's listed commercial hybrid bonds from Nasdaq Stockholm,

conditional upon the decision to approve the Reorganization Plan entering into

legal force.

The Reorganization Plan includes resolutions to change the Company's capital

structure through (i) the issuance of new unlisted shares to Castlelake, L.P.,

on behalf of certain funds or affiliates, Air France-KLM S.A., and Lind Invest

ApS, together with the Danish State (collectively, the "Investors"), as well as

certain general unsecured creditors that will receive new shares as recovery on

account of their claims (entailing a total share capital increase corresponding

to up to USD 550 million)[1], (ii) the redemption and cancellation of all of the

Company's existing common shares, without consideration to the shareholders

(entailing a reduction of the share capital equal to the entire current

registered share capital of approximately SEK 8.6 billion), and (iii) a bonus

issue without the issuance of shares (entailing a share capital increase of SEK

4.5 billion). In addition to the aforementioned changes to the Company's share

capital, the Investors will also invest a total of USD 725 million in exchange

for new secured convertible debt.

The last day of trading of the Company's existing common shares and commercial

hybrid bonds on the Exchanges and Nasdaq Stockholm, respectively, is expected to

occur two trading days following the date on which the decision to approve the

Reorganization Plan enters into legal force. Furthermore, when such decision has

entered into legal force, it will no longer be possible to carry out conversions

of the common shares between the securities depositary systems in Denmark,

Norway and Sweden.

The registration of the changes to the Company's capital structure with the

Swedish Companies Registration Office (Sw. Bolagsverket), and consequently the

cancellation of the existing common shares from the shareholders' registers

maintained by Euroclear Sweden, Euronext Securities Copenhagen and Euroclear

Securities Oslo, as well as the redemption and cancellation of the commercial

hybrid bonds, will be effected following emergence from the restructuring

proceedings.

The recovery to general unsecured creditors will be distributed in cash and/or

new unlisted shares in the Company, as well as through contingent value notes

("CVNs") that may, under certain conditions, entitle such general unsecured

creditors to an additional cash distribution in the future. As to the Company's

listed commercial hybrid bonds, holders of such commercial hybrid bonds as of

Friday, July 26, 2024 will be entitled to receive a distribution under the

Reorganization Plan. In order to receive CVNs in connection with SAS' emergence

from its restructuring proceedings, general unsecured creditors entitled to such

CVNs must complete and submit a registration form by the emergence date. The

registration form and further instructions, including information related to the

holding period trust (for general unsecured creditors that have not submitted

the registration form by the relevant deadline or are otherwise not eligible to

receive CVNs), are available on the Company's website,

www.sasgroup.net/transformation.

Application for company reorganization in Sweden was specifically contemplated

by the plan of reorganization approved as part of SAS' chapter 11 process in the

U.S. (the "Chapter 11 Plan"), and a successful completion of the company

reorganization proceeding is a condition precedent for the Chapter 11 Plan to

become effective. Provided that all other conditions precedent for the

effectiveness of the transaction (including approvals from various regulatory

authorities) are satisfied and the Stockholm District Court's decision to

approve the Reorganization Plan enters into legal force upon expiry of the

initial three-week appeal period, SAS currently expects to emerge from its

restructuring proceedings during August 2024, but this timetable may change.

Information regarding SAS' U.S. chapter 11 cases and SAS AB's company

reorganization in Sweden

Additional information regarding SAS' voluntary chapter 11 cases in the U.S. and

SAS AB's company reorganization in Sweden is available on SAS' dedicated

restructuring website, https://sasgroup.net/transformation. U.S. court filings

and other documents related to the chapter 11 cases in the U.S. are available on

a separate website administered by SAS' claims agent, Kroll Restructuring

Administration LLC, at https://cases.ra.kroll.com/SAS. Information is also

available by calling (844) 242-7491 (U.S./Canada) or +1 (347) 338-6450

(International), as well as by email at SASInfo@ra.kroll.com. Swedish court

filings related to SAS AB's company reorganization in Sweden can be requested

from the Stockholm District Court, and certain documentation is also provided by

the administrator on a separate website administered by Ackordcentralen (AC

-Gruppen AB), https://ackordscentralen.se/en/reorganisations/sas-ab/.

Advisors

Weil, Gotshal & Manges LLP is serving as global legal counsel and Mannheimer

Swartling Advokatbyrå AB is serving as Swedish legal counsel to SAS. Seabury

Securities LLC and Skandinaviska Enskilda Banken AB are serving as investment

bankers, and Seabury Securities LLC is also serving as restructuring advisor to

SAS.

For further information, please contact:

SAS press office, +46 8 797 29 44

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

[1] For illustrative purposes, this amount equals approximately SEK 5.8 billion

based on a foreign exchange rate of USD/SEK 10.55 as of July 18, 2024. The

actual capital increase in SEK will depend on the prevailing foreign exchange

rate in connection with emergence from the restructuring proceedings.