SAS — Share Issue/Capital Change 2017

Nov 9, 2017

SAS strengthens shareholders' equity by approximately MSEK 1,270 through a private placement of 52.5 million common shares

SAS strengthens shareholders' equity by approximately MSEK 1,270 through a private placement of 52.5 million common shares

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On the basis of the authorization received by the Board of Directors at the

Extraordinary General Meeting on November 3, 2017, and in line with the

indications released by SAS in its stock exchange announcements on November 8,

2017, SAS AB (publ) has decided to conduct a private placement by issuing 52.5

million common shares at a subscription price of SEK 24.20 per common share,

corresponding to a discount of 7.3% compared with the closing price on November

8, 2017. The subscription price has been set through an accelerated book

-building process.

In accordance with the authorization granted by the Extraordinary General

Meeting on November 3, 2017, 52.5 million new common shares were successfully

placed and are being subscribed for by Scandinavian and international

institutional investors, as well as anchor investors and other investors whose

participation, as deemed by the Board of Directors, would be beneficial for the

successful implementation of the share issue. The Danish state participated in

the accelerated book-building process and received allocation of approximately

7.5 million common shares.

The reason for deviating from the preferential rights of existing shareholders

was to enable a capital increase in a time and cost-efficient manner, in order

to strengthen shareholders' equity. SAS now intends to initiate redemption of

preference shares from February 2018, using the proceeds from this private

placement and acquired earnings. The strengthening of shareholders' equity is

also expected to enable SAS to obtain improved terms and conditions for the

upcoming financing of aircraft investments and the refinancing of maturing

loans. Before transaction costs, the new share issue will raise proceeds of

approximately MSEK 1,270 for SAS.

Following the new share issue, the number of shares in SAS AB will total

389,582,551 shares (allocated between 382,582,551 common shares and 7,000,000

preference shares). The new share issue will increase the number of common

shares by 15.9%, which corresponds to a dilution effect of around 13.7% of the

number of common shares.

"The new share issue strengthens SAS's financial position and provides favorable

preconditions moving forward to reduce the total financing costs. We now look

forward to leveraging the trust placed in us by new and existing shareholders to

further strengthen SAS's long-term return," says Rickard Gustafson, President

and CEO of SAS.

In conjunction with the new share issue, SAS has engaged Nordea Bank AB (publ),

SpareBank 1 Markets AS (Joint Global Coordinators and Joint Bookrunners) and

HSBC Bank plc (Joint Bookrunner). Mannheimer Swartling and Davis Polk & Wardwell

has acted as legal advisors to SAS and Roschier has acted as legal advisor to

the Joint Global Coordinators and Joint Bookrunners.

Subscription, payment and delivery of the new shares is expected to be conducted

through the offices of the Joint Global Coordinators and the Joint Bookrunners

within around two bank days, until which time, customary terms and conditions

apply for termination of the placing agreement entered into in conjunction with

the transaction.

To facilitate the delivery of shares to investors in the new share issue, the

Knut and Alice Wallenberg Foundation has, on the request of SAS, lent

approximately 24.9 million common shares to Nordea Bank AB (publ). No

remuneration is payable for the share loan, which will be returned when all of

the new shares have been registered with the Swedish Companies Registration

Office.

SAS has agreed to a six months lock-up undertaking to not issue common shares

after the private placement, subject to certain provisions in the Articles of

Association of SAS and exemptions in accordance with market practice.

SAS Investor Relations