SAS — Share Issue/Capital Change 2020

Aug 17, 2020

SAS' revised recapitalization plan approved by European Commission

SAS' revised recapitalization plan approved by European Commission

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 unlawful.

The European Commission has today declared the participation of the Danish and

Swedish governments in the SAS' recapitalization plan compatible with applicable

EU state aid rules[1] (http://#_ftn1).

As announced on 14 August 2020, the Board of Directors of SAS AB ("SAS" or the

"Company") has approved a revised recapitalization plan to tackle the effects of

the COVID-19 pandemic (the "Recapitalization Plan"), which amongst others has

the support of the Company's two largest shareholders, the governments of Sweden

and Denmark (jointly the "Major Shareholders").

The European Commission has today declared the participation of the Major

Shareholders in the Recapitalization Plan compatible with applicable EU state

aid rules. The European Commission has approved the participation of the Major

Shareholders on certain conditions, including bans on payment of dividends,

aggressive commercial expansion and acquisitions above certain thresholds, as

well as limitations on management remuneration. These conditions will be

released as the Major Shareholders' aid to the Company is repaid.

The European Commission's approval is further based on the participation by

private investors in the Recapitalization Plan, including the conversion of SAS

MSEK 1,500 subordinated perpetual floating rate capital securities and the SAS

MSEK 2,250 senior unsecured fixed rate bond due November 2022.

The conditions of the European Commission's approval will be further described

in the prospectus to be made public on or around 1 October 2020.

For further information, please contact:

SAS press office, +46 8 797 2944

Michel Fischier, VP Investor Relations, +46 70 997 0673

Advisors to the Company

Skandinaviska Enskilda Banken AB is financial advisor to SAS, Global Coordinator

and Bookrunner in connection with the recapitalization plan.

Mannheimer Swartling Advokatbyrå AB and Davis Polk & Wardwell London LLP are

legal advisors to SAS.

Skandinaviska Enskilda Banken AB (publ), Danske Bank A/S, Danmark, Sverige

Filial and Swedbank AB (publ) have been appointed Solicitation Agents. Danske

Bank A/S, Danmark, Sverige Filial and Swedbank AB (publ) are Joint Bookrunners

in the Rights Issue.

The information was submitted by Michel Fischier for publication on 17

August 2020 at 09:10 p.m. CEST.

IMPORTANT INFORMATION

This press release and the information herein is not for publication, release or

distribution, in whole or in part, directly or indirectly, in or into the United

States, Australia, Canada, Japan or South Africa or any other state or

jurisdiction in which publication, release or distribution would be unlawful or

where such action would require additional prospectuses, filings or other

measures in addition to those required under Swedish law.

The press release is for informational purposes only and does not constitute an

offer to sell or issue, or the solicitation of an offer to buy or acquire, or

subscribe for, any of the securities mentioned herein (collectively, the

"Securities") or any other financial instruments in SAS. Any offer in respect of

any securities in connection with the Rights Issue will only be made through the

prospectus that SAS expects to publish on or about 1 October 2020. The offers

under the Initial Recapitalization Plan and the Revised Recapitalization Plan

are not made to, and application forms will not be approved from, subscribers

(including shareholders), or persons acting on behalf of subscribers, in any

jurisdiction where applications for such subscription would contravene

applicable laws or regulations, or would require additional prospectuses,

filings, or other measures in addition to those required under Swedish law.

Measures in violation of the restrictions may constitute a breach of relevant

securities laws.

None of the Securities have been or will be registered under the United States

Securities Act of 1933, as amended (the "Securities Act"), or the securities

laws of any state or other jurisdiction in the United States, and may not be

offered, pledged, sold, delivered or otherwise transferred, directly or

indirectly, except pursuant to an exemption from, or in a transaction not

subject to, the registration requirements of the Securities Act and in

compliance with applicable other securities laws. There will not be any public

offering of any of the Securities in the United States.

In the United Kingdom, this press release is directed only at, and communicated

only to, persons who are qualified investors within the meaning of article 2(e)

of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the

definition of "investment professional" in article 19(5) of the Financial

Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the

"Order"), or (ii) persons who fall within article 49(2)(a) to (d) of the Order,

or (iii) persons to whom it may otherwise be lawfully communicated (all such

persons referred to in (i), (ii) and (iii) above together being referred to as

"Relevant Persons"). This press release must not be acted on or relied on by

persons in the UK who are not Relevant Persons.

This press release contains 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 and

reflect SAS' beliefs and expectations and involve a number of risks,

uncertainties and assumptions which could cause actual events and performance to

differ materially from any expected future events or performance expressed or

implied by the forward-looking statement. 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 and nor

does it intend to. You should not place undue reliance on forward-looking

statements, which speak only as of the date of this press release. As a result

of these risks, uncertainties and assumptions, you should not place undue

reliance on these forward-looking statements as a prediction of actual future

events or otherwise.

[1] (http://#_ftnref1)

The Treaty on the Functioning of the European Union Article 107(3)(b) and the

COVID-19 Temporary Framework for State Aid Measures