SAS

Regulatory Filings • Nov 29, 2023

The European Commission re-approves Denmark's and Sweden's participation in the 2020 recapitalization of SAS

The European Commission re-approves Denmark's and Sweden's participation in the 2020 recapitalization of SAS

The European Commission has today issued a new decision declaring the Kingdom of

Denmark's and the Kingdom of Sweden's (collectively, the "States") participation

in the 2020 recapitalization of SAS as compatible State aid under the relevant

EU rules, subject to the introduction of a "step-up mechanism" for the States'

share investments, as further described below. The contemplated step-up

mechanism requires approval by the general meeting of shareholders in SAS AB

(the "Company"), which is to be summoned in short order.

In 2020, the States participated in the recapitalization of SAS through a

subscription for hybrid notes and common shares in the Company in an aggregate

amount of approximately SEK 9.5 billion (the "2020 State Investments"). The 2020

State Investments were initially approved by the European Commission in 2020 as

compatible State aid under the Temporary Framework for State aid measures to

support the economy in the COVID-19 outbreak (the "Temporary Framework").

However, in May 2023, the EU General Court held, following a third-party

challenge, that the European Commission had erred in its initial approval

decision by not requiring the States to include a "step-up mechanism", as

required by the Temporary Framework, in relation to the States' subscriptions

for common shares in the Company. As a result, the European Commission's initial

approval of the 2020 State Investments was annulled.

Today, the European Commission once again approved the 2020 State Investments as

compatible State aid under the Temporary Framework, subject to the introduction

of a step-up mechanism in relation to the States' 2020 share investments. The

contemplated step-up mechanism, which entails unilateral commitments from SAS to

issue new hybrid notes to the States without any consideration, under certain

conditions related to the States' 2020 share investments, requires approval by

the general meeting of shareholders in the Company as the commitments are deemed

related-party transactions under the Swedish Companies Act.

The contemplated step-up mechanism does not affect the investment agreement

entered into as part of SAS' chapter 11 process in the US, which, among other

things, entails equity investments in the reorganized SAS, as further described

in the press releases announced by the Company on October 3 and November 4,

2023, respectively.

SAS intends to convene an extraordinary general meeting of the Company's

shareholders, to be held in January 2024, to approve the contemplated step-up

mechanism within short order.

For further information, please contact:

SAS Press office, +46 8 797 29 44

Investor relations, +46 70 997 7070

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 sustainable 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

ADDITIONAL INFORMATION

The press release does not constitute an offer to sell or issue, or the

solicitation of an offer to buy or acquire, or subscribe for, shares or any

other financial instruments in SAS.

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

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

statements may include, without limitation, any statements preceded by, followed

by or including words such as "intend", "assess", "expect", "may", "plan",

"estimate" and other expressions involving indications or predictions regarding

future developments or trends and other words and terms of similar meaning or

the negative thereof. These forward-looking statements have been prepared for

illustrative purposes only, are not based on historical facts, are not

guarantees of future performance, reflect SAS' beliefs and expectations, and are

subject to known and unknown risks, uncertainties and assumptions and other

factors that could cause actual events and performance to differ materially from

any expected future events or performance expressed or implied by such forward

-looking statements. As a result of these risks, uncertainties, assumptions and

other factors, you should not place undue reliance on these forward-looking

statements as a prediction of actual future events or otherwise. 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, whether as a result of new information, future events or

otherwise.