SAS — Major Shareholding Notification 2016

Oct 13, 2016

The Swedish state and the Norwegian state represented by the Norwegian Ministry of Trade, Industry and Fisheries complete the sale of 23 million shares in SAS

The Swedish state and the Norwegian state represented by the Norwegian Ministry of Trade, Industry and Fisheries complete the sale of 23 million shares in SAS

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY

OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,

JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION INTO

WHICH PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED

BY APPLICABLE LAW

The Swedish state and the Norwegian state represented

by the Norwegian Ministry of Trade, Industry and

Fisheries today announce completion of the sale of 23

million ordinary shares in SAS AB (publ) ("SAS") at

SEK 15.50 per share through an accelerated bookbuilt

offering to institutional investors

the "Transaction"). The Swedish state has sold

13,800,000 ordinary shares and owns 56,700,000

ordinary shares, corresponding to approximately 17.2

per cent of the number of ordinary shares and

approximately 17.1 per cent of the number of votes in

SAS after the Transaction. The Norwegian state has

sold 9,200,000 ordinary shares and owns 37,800,000

ordinary shares, corresponding to approximately 11.5

per cent of the number of ordinary shares and

approximately 11.4 per cent of the number of votes in

SAS after the Transaction.

The Swedish state's proceeds from the Transaction

amount to SEK 213,900,000 (corresponding to NOK

198,000,000). The Norwegian state's proceeds from the

Transaction amount to SEK 142,600,000 (corresponding

to NOK 132,000,000).

The Swedish state and the Norwegian state have agreed

to a customary lock-up for a period of 180 days after

the Transaction. Citigroup acted as global coordinator

and joint bookrunner and Nordea and Swedbank acted as

joint bookrunners in the Transaction. Vinge acted as

legal counsel to the Swedish state and Wiersholm acted

as legal counsel to the Norwegian state.

Contact:

Gösta Brunnander

Acting Press Secretary to Minister for Enterprise and

Innovation Mikael Damberg

+46 72-544 28 66

Duty Press Officer, Norwegian Ministry of Trade,

Industry and Fisheries

media@nfd.dep.no / Cell: +47 902 51 303

IMPORTANT INFORMATION

The release, publication or distribution of this press

release in certain jurisdictions may be restricted.

This press release is for information purposes only

and does not constitute an offer of, or an invitation

to purchase or subscribe for, any securities of SAS in

any jurisdiction.

This press release is not for publication,

distribution or release, directly or indirectly, in or

into the United States, Canada, Japan or Australia or

any other jurisdiction into which publication or

distribution would be prohibited by applicable law.

This press release does not constitute or form part of

an offer or solicitation to purchase or subscribe for

securities in the United States, Canada, Japan or

Australia or any other jurisdiction where such an

offer or solicitation would be unlawful. The

securities referred to herein have not been and will

not be registered under the US Securities Act of 1933,

as amended (the "US Securities Act") or under the

securities laws of any state or other jurisdiction of

the United States or under the applicable securities

laws of Canada, Japan or Australia and may not be

offered or sold in the United States absent

registration except pursuant to an exemption from, or

in a transaction not subject to, the registration

requirements under the US Securities Act and in

compliance with any applicable laws of any state or

other jurisdiction of the United States. There will be

no public offering of the securities in the United

States, Canada, Japan or Australia. Copies of this

announcement should not be made in and may not be

distributed or sent into the United States, Canada,

Japan or Australia.

This press release is not a prospectus for the

purposes of Directive 2003/71/EC (such Directive,

together with any applicable implementing measures

under such Directive in the relevant home Member

State, the "Prospectus Directive"). The Swedish state

and the Norwegian state have not authorized any offer

to the public of shares or rights in any Member State

of the European Economic Area and no prospectus or

other offering document has been or will be prepared

in connection with the Swedish state's and the

Norwegian state's possible sale of shares in SAS. With

respect to each Member State of the European Economic

Area and which has implemented the Prospectus

Directive (each, a "Relevant Member State"), no action

has been undertaken to date to make an offer to the

public of shares or rights requiring a publication of

a prospectus in any Relevant Member State. In any

Relevant Member State this communication is only

addressed to and is only directed at qualified

investors in that Member State within the meaning of

the Prospectus Directive.

This press release is only being distributed to and is

only directed at (i) persons who are outside the

United Kingdom or (ii) to investment professionals

falling within Article 19(5) of the Financial Services

and Markets Act 2000 (Financial Promotion Order 2005)

(the "Order") or (iii) high net worth companies, and

other persons to whom it may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order

(all such persons in (i), (ii) and (iii) above

together being referred to as "relevant persons"). The

securities are only available to, and any invitation,

offer or agreement to subscribe, purchase or otherwise

acquire such securities will be engaged in only with

relevant persons. Any person who is not a relevant

person should not act or rely on this document or any

of its contents.

No actions has been taken by the Swedish state, the

Norwegian state, Citigroup, Nordea, Swedbank or their

affiliates that would, or is intended to permit a

public offering of the shares in any jurisdiction, or

possession or distribution of this press release, or

any other offering material or information material

relating to the shares in any jurisdiction where such

actions are unlawful. Persons into whose possession

this press release comes are required by the Swedish

state, the Norwegian state, Citigroup, Nordea or

Swedbank to inform themselves about and observe any

such restrictions.

Citigroup, Nordea and Swedbank are acting exclusively

for the Swedish state and the Norwegian state and no

one else in connection with the Transaction.

Citigroup, Nordea and Swedbank will not regard any

other person (whether or not a recipient of this press

release) as its client and will not be responsible to

anyone other than the Swedish state and the Norwegian

state for providing the protections afforded to their

clients nor for giving advice in relation to the

Transaction.