SAS — Share Issue/Capital Change 2014

Feb 24, 2014

The Board of Directors of SAS has resolved to complete the Offer by issuing preference shares of SEK 3.5 billion

The Board of Directors of SAS has resolved to complete the Offer by issuing preference shares of SEK 3.5 billion

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 prohibited.

On 7 February 2014, SAS announced an offer to the general public in

Denmark, Norway and Sweden, and institutional investors to subscribe for

preference shares amounting to approximately 4 million preference

shares, at a subscription price of SEK 500 per preference share,

including an option to increase the offer to 7 million preference shares

in total ("the Offer"). The Offer, which was conditional on, inter alia,

the Annual General Meeting ("AGM") authorising the Board of Directors to

resolve on the issue of preference shares, was increased to 7 million

preference shares on 18 February 2014.

The Offer has generated strong interest from both investors in SAS

shares and other financial instruments, the general public in Denmark,

Norway and Sweden as well as institutional investors.

With the support of the authorisation that the Board of Directors

obtained at the AGM on 18 February 2014, the Board has resolved to issue

7,000,000 preference shares at a price of SEK 500 per preference share.

The issue provides SAS with a total of SEK 3.5 billion before issue

costs. Investors from the general public in Denmark, Norway and Sweden

and private banking clients were allotted approximately 40% in total of

the preference share issue and institutional investors approximately

60%.

Settlement date is 28 February 2014 and the first day of trading in SAS

preference shares (ticker: SAS PREF) on NASDAQ OMX Stockholm is expected

to be 7 March 2014. Interim shares (BTA) will not be admitted to

trading. Record dates for the following four dividend payments are 5 May

2014, 5 August 2014, 5 November 2014 and 5 February 2015.

The total number of shares in SAS will amount to 336,000,000 after the

issue, of which 329,000,000 are common shares and 7,000,000 are

preference shares.

Following the successful issue, SAS has decided to cancel the current

revolving credit facility (the "RCF"), which was signed in conjunction

with the launch of the realignment programme 4XNG during the autumn of

2012. The result will be impacted by a charge of MSEK 234 in connection

with the cancellation.

SAS' CEO Rickard Gustafson says: "SAS' issue of preference shares has

generated considerable interest and we are honoured by the support that

the capital markets have shown SAS once again. The demand has exceeded

our expectations several times over, and has resulted in significant

oversubscription. The issue will provide the appropriate conditions for

SAS to reach its financial targets ahead of what would otherwise have

been the case, in addition to providing capital for the ongoing

modernisation of the aircraft fleet. We now move forward with a

strengthened financial platform which meets our long-term needs, without

the current RCF."

For additional information:

Press Office telephone: +46 8 797 2944

SAS Group Investor Relations

SAS discloses this information pursuant to the Swedish Securities Market

Act and/or the Swedish Financial Instruments Trading Act and the

corresponding Danish and Norwegian legislations. The information was

provided for publication on 24 February 2014 at 18.00 CET.

IMPORTANT INFORMATION

The information in this press release is not an offer to acquire,

subscribe or otherwise trade in preference shares or other securities in

SAS. This press release may not, directly or indirectly, be released or

published in or distributed to or within the United States, Canada,

Japan, Australia or any other jurisdiction where such action would

require additional prospectuses, filings or other measures in addition

to those required under Swedish law. The Offer is not made to, and

application forms will not be approved from, share subscribers

(including shareholders), or persons acting on behalf of share

subscribers, in said countries or persons in any other jurisdiction

where applications for the subscription for preference shares would

contravene applicable laws or regulations, or would require additional

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

under Swedish law. Nor may the information in this press release be

forwarded or reproduced in any way that would violate such restrictions

or would give rise to such requirements. Measures in violation of the

restrictions may constitute a breach of relevant securities legislation.

No shares paid and subscribed for nor preference share issued by SAS

("Securities") have been registered, and will not be registered, under

the United States Securities Act of 1933 (the "Securities Act") or the

securities legislation of any state or other jurisdiction in the United

States, and may not be offered, pledged, sold, resold, delivered or

otherwise transferred, directly or indirectly, within the United States

or to U.S. persons as defined in Regulation S under the Securities Act

("Regulation S"). The Securities are being offered outside the United

States in reliance on Regulation S. There will not be any public

offering of Securities in the United States or to U.S. persons. This

press release may contain 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. Forward-looking statements

inherently involve both known and unknown risks and uncertainties as

they depend on future events and circumstances. Forward-looking

statements do not guarantee future results or development and the actual

outcome may differ materially from forward-looking statements.