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Notice convening the ordinary general meeting in SAS AB (publ)

March 15, 2005 07:30

Please find attached notice convening the ordinary general meeting on Wednesday 13 April 2005.

The notice is also available on the internet, www.sasgroup.net

SAS GROUP INVESTOR RELATIONS

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[Unauthorized translation]

Notice Convening the Annual General Meeting of SAS AB (publ)

Shareholders in SAS AB (publ) (referred to herein as “the Company”) are hereby invited to attend the Annual General Meeting on Wednesday, April 13, 2005.

The Annual General Meeting will be held at Berns Hotell, Kammarsalen, Berzelii Park, Näckströmsgatan 8, in Stockholm, at 4:00 p.m. Shareholders are also entitled to participate in the Annual General Meeting over a telecommunications link at the Radisson SAS Scandinavia Hotel, Amager Boulevard 70, Copenhagen, at 4:00 p.m. and at the Radisson SAS Plaza Hotell, Sonja Henies plass 3, Oslo, at 4:00 p.m.

Registration of participants at the Annual General Meeting will be discontinued when the Annual General Meeting opens.

Instructions to holders of shares registered with the Swedish Securities Center (VPC AB) (other than holders of shares registered with Securities Center in Denmark (Værdipapirscentralen – VP) or the Securities Center in Norway (Verdipapirsentralen – VPS).

Shareholders who wish to attend the Annual General Meeting must be registered in the shareholder register maintained by VPC AB on Friday, April 1, 2005.

Shareholders whose shares are registered with a trustee must temporarily have their shares reregistered in their own name to be entitled to participate in the Annual General Meeting. This re-registration process with VPC AB must be completed not later than Friday, April 1, 2005. This means that shareholders must notify their trustees in sufficient time prior to this date.

Registration to attend the Annual General Meeting must be submitted to the Company not later than Friday, April 8, 2005, at 4:00 p.m. at the following address: SAS AB (publ), Attn: SAS Group Investor Relations, Agneta Kampenborg Ekström/STOUU, SE-195 87 Stockholm. It is also possible to register by telephone on +46 (0)8-797 12 93, on weekdays between 9:00 a.m. and 3:00 p.m., by fax on +46 (0)8-797 51 10 or over the Internet at www.sasgroup.net under Investor Relations/Corporate Governance.

Instructions to holders of shares registered with VP in Denmark

Shareholders who wish to attend the Annual General Meeting must contact Nordea Bank Danmark A/S (Nordea Danmark) by letter addressed to Issuer Services, Postbox 850, DK-0900 Copenhagen C, by telephone on +45 33 33 33 01 or by fax on +45 33 33 10 31, not later than Thursday, March 31, 2005, at 3:00 p.m. The following rules also apply to participation:

Shareholders who wish to attend the Annual General Meeting must be registered in the shareholder register maintained by VPC AB in Sweden on Friday, April 1, 2005.

Accordingly, shareholders who acquired their shares in Denmark must request that Nordea Danmark temporarily reregisters these shares in the shareholder’s own name with VPC AB in Sweden to be entitled to participate in the Annual General Meeting. Notification of participation at the Annual General Meeting with a request for the above registration must be submitted in sufficient time and not later than Thursday, March 31, 2005, at 3:00 p.m. to Nordea Danmark at the above address. Forms for confirmation of attendance are available from Nordea Danmark. Shareholders who have questions regarding the Annual General Meeting’s implementation in Copenhagen can also contact Bente Lemire, SAS AB/Sekretariat Generalforsamling on tel: +45 23 22 45 45.

The re-registration application must include the account-operating institute in Denmark (with custody account number) with whom the shareholder’s shares are deposited.

Shareholders whose shares are already registered in their own name with VPC AB in Sweden can register for attendance at the Annual General Meeting at a later date, but not later than Friday, April 8, 2005, at 4:00 p.m. in the manner prescribed above.

Instructions to holders of shares registered with VPS in Norway

Shareholders who wish to attend the Annual General Meeting must contact Nordea Bank Norge ASA (Nordea Norge), Custody Services/Issuer Services, by letter addressed to Postboks 1166 Sentrum, NO-0107 Oslo, or by fax to +47 22 48 49 90, not later than Thursday, March 31, 2005, at 3:00 p.m. The following rules also apply to participation:

Shareholders who wish to attend the Annual General Meeting must be registered in the shareholder register maintained by VPC AB in Sweden on Friday, April 1, 2005.

Accordingly, shareholders who acquired their shares in Norway must request that Nordea Norge temporarily reregisters these shares in the shareholder’s own name with VPC AB in Sweden to be entitled to participate in the Annual General Meeting. Notification of participation at the Annual General Meeting with a request for the above registration must be submitted in sufficient time and not later than Thursday, March 31, 2005, at 3:00 p.m. to Nordea Norge at the above address. Forms for confirmation of attendance are available from Nordea Norge.

Shareholders whose shares are already registered in their own name with VPC AB in Sweden can register for attendance at the Annual General Meeting at a later date, but not later than Friday, April 8, 2005, at 4:00 p.m. in the manner described above.

Joint instructions to all shareholders

The place of attendance should be stated when registering.

Shareholders who have shares registered in more than one country should state this when registering.

Shareholders or representatives of shareholders may be accompanied by not more than two assistants at the Annual General Meeting. Assistants to shareholders will only be admitted to the Annual General Meeting if the shareholder registers the number of assistants with the Company in accordance with the registration instructions provided above for shareholder participation in each country.

Shareholders represented by representatives must issue a written, dated power of attorney for the representatives. The original copy of the power of attorney should be submitted to the Company in adequate time prior to the Annual General Meeting at one of the addresses provided in this notification. Representatives of a legal entity must also submit a witnessed copy of the registration certificate or corresponding authorization documentation.

At the Annual General Meeting, a list shall be prepared of the shareholders, representatives and assistants present with details of the number of shares represented by each shareholder and representative at the Annual General Meeting (list of shareholders). A list of shareholders, representatives and assistants registered for participation, with the stated details, (list of registered participants) will be distributed on admission.

Proposed agenda
1. Meeting is declared open.
2. Election of Chairman for the Meeting.
3. Preparation and approval of list of shareholders.
4. Approval of the agenda.
5. Election of two minutes-checkers.
6. Determination of whether the Meeting has been duly convened.
7. Presentation of the Annual Report and the consolidated group accounts.
8. Presentation of the Auditor’s Report and the Auditor’s Group Report.
9. Address by the Chairman of the Board, including a report on the work of the Board, the Remuneration Committee and the Audit Committee, followed by the President’s address and in conjunction the opportunity for shareholders to put questions to the Board and Group Management.
10. Decision on approval of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
11. Decision on the disposal of the Group’s earnings for the year in accordance with the approved balance sheet.
12. Decision on discharge of responsibility for the members of the Board and the President.
13. Proposed changes to the Articles of Association.
14. Decision on the number of Board members.
15. Determination of remuneration to the Board.
16. Election of the Board of Directors.
17. Election of the Chairman of the Board.
18. Determination of the Auditor’s fees.
19. Election of Auditor.
20. Decision on mandate for the Nomination Committee.
21. Election of Nomination Committee.
22. Meeting is declared closed.

Proposed decisions, etc.

2. Election of Chairman for the Meeting.
The Board proposes that Attorney Claes Beyer (member of the Swedish Bar Association) be elected Chairman for the Meeting.

11. Decision on the disposal of the Group’s earnings in accordance with the approved balance sheet.
The Board proposes that no dividend be paid for 2004.

13. Change to the Articles of Association.
The Board proposes the following changes to the Articles of Association:

(a) Paragraph 6 to be changed so that the Board comprises six to eight members elected by the Annual General Meeting and so that the SAS Group’s employee groups in Denmark, Norway and Sweden are each able to appoint one Board member and two deputies. Furthermore, the control provisions regarding the Board of Directors’ formal work plan will cease to apply, since this complies with legislation.

(b) Paragraph 9 to be changed so that the Annual General Meeting can be held in either Stockholm or Solna.

(c) Paragraph 13 to be changed so that matters to be presented for approval at the Annual General Meeting shall also include election of the Chairman of the Board and, through replacement of the current rules on the Nomination Committee, election of the Nomination Committee, whose structure shall be representative of the shareholder structure in the Company for the purpose of contributing to an appropriate and representative Board structure and further creating a sound basis for the Annual General Meeting’s processing of and decisions on issues that the Annual General Meeting decides shall be prepared by the Nomination Committee each year.

In addition, a small number of adjustments of an editorial nature are proposed.

Complete details of the proposed changes, with the proposed new wording of the Articles of Association are available on the Company’s website (www.sasgroup.net under Investor Relations/Corporate Governance/General Meetings) and at the Meeting venue prior to the opening of the Meeting.

14. Decision on number of Board members.
The Nomination Committee proposes that the number of Board members elected by the Annual General Meeting shall amount to seven.

15. Decision on the remuneration to Board.
The Nomination Committee proposes that the remuneration for the period until the close of the next Annual General Meeting remain unchanged at SEK 495,000 for the Chairman, SEK 360,000 for the Vice Chairman and SEK 270,000 each for the other Board members. Regarding remuniration paid to employee representatives on the Board, the Nomination Committee proposes that the Board be tasked with determining such fees within the framework of the established practice implemented to date at SAS.

16. Election of Board members.
The Nomination Committee proposes the reelection of Egil Myklebust, Berit Kjøll, Fritz H. Schur, Anitra Steen, Lars Rebien Sørensen and Jacob Wallenberg, as well as the election of Timo Peltola, born in 1946, PhD (economics) and a Finnish citizen. Timo Peltola is also Chairman of Ilmarinen Mutual Pension Insurance Company (supervisory board) and AW-Energy Oy, deputy Chairman of Nordea AB (publ) and a member of the Boards of companies that include TeliaSonera AB (publ) and Huhtamäki Oyj (ends 2005).

17. Election of Chairman of the Board.
The Nomination Committee proposes that Egil Myklebust be elected Chairman of the Board.

18. Determination of Auditors’ fees.
The Board proposes that the fee paid to the Company’s Auditors be paid according to invoice.

19. Election of Auditor.
The Board proposes that an auditing firm be elected as the Company’s auditor, and proposes the reelection of Deloitte & Touche AB for a statutory mandate period of four years until the close of the Annual General Meeting in 2009.

20. Proposed mandate for Nomination Committee.
It is proposed that the Annual General Meeting approve the election of a Nomination Committee tasked with preparing a proposal as described below to be presented to the Annual General Meeting in 2006 for approval:

– Chairman at the Annual General Meeting
– Determination of the number of Board members
– Board members and Chairman of the Board
– Remuneration to be paid to the Board, shared between the Chairman, Deputy Chairman, other Board members and possible remuneration for work on the Board’s committees.
– Auditor’s fees
– Nominating work prior to the Annual General Meeting 2007

21. Election of the Nomination Committee.
It is proposed that a Nomination Committee be elected as follows:

(a) The Nomination Committee shall comprise seven members.

(b) The Nomination Committee shall comprise the following shareholder representatives: Eva Halvarsson, Swedish Ministry of Industry, for the Swedish Government; Jacob Heinsen, Danish Ministry of Finance, for the Danish Government; Reier Söberg, Norwegian Ministry of Trade and Industry, for the Norwegian Government; Palle Olsen for Pen-Sam Liv Forsikringsaktieselskab; Rune Selmar for Folketrygdfondet; Pia Rudengren for the Wallenberg Foundations and Jarl Ulvin for Odin Förvaltning.

(c) The Nomination Committee will appoint its own Chairman. The Chairman of the Board and other Board members are not eligible to assume the position of Chairman of the Nomination Committee.

(d) Shareholders represented by a member of the Nominatoin Committee are entitled to replace this member with another member who instead becomes a member of the Nomination Committee. The Nomination Committee shall immediately inform the Company of such a replacement for announcement by the Company.

(e) If a shareholder, who is represented by a member of the Nomination Committee, considerably reduces their shareholding in the Company, this shareholder’s member shall vacate his or her membership on the Nomination Committee. Instead, after consultation between the Nomination Committee’s other members, another significant shareholder in terms of number of votes shall appoint a representative to become a new member of the Nomination Committee. The Nomination Committee shall immediately inform the Company of this for announcement by the Company.

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Shareholders who jointly represent more than 65 percent of the total number of votes in the Company have declared their intention to support the above proposed resolutions.

The venues for the Annual General Meeting in Stockholm, Copenhagen and Oslo open at 3:00 p.m.

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Stockholm, March 2005

SAS AB (publ)
Board of Directors

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