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SAS AB (publ) announces notice of the Annual General Meeting on 13 March 2019

February 6, 2019 12:00

Shareholders in SAS AB (publ) (Company) are hereby invited to attend the Annual General Meeting on 13 March 2019.

The Annual General Meeting (AGM) will be held at 15 p.m. at SAS head office, Frösundaviks allé 1, Solna.

To attend the Annual General Meeting and notification

Shareholders who wish to attend the Annual General Meeting must be registered in the share register of the Company maintained by Euroclear Sweden AB on 7 March 2019, and must notify the Company no later than 7 March 2019. Shareholders with common shares in Denmark and Norway who wish to attend the Annual General Meeting must notify VP Investor Services A/S in Denmark and Nordea Issuer Service in Norway by 3.00 p.m. on 6 March 2019. Detailed instructions about notification and rules regarding proxy and accompanying assistants to shareholders are detailed in the attached complete notice convening the Annual General Meeting.

Admission cards for the Annual General Meeting

Admission cards, to be presented when entering the Annual General Meeting venue, will be sent out around 6-7 March 2019 to all shareholders who have submitted a notification of attendance in accordance with the instructions.

Number of shares and votes in the Company

The Company has at the time of publication of this Notice issued 382,582,551 common shares and 0 subordinate shares, equivalent to a total of 382,582,551 votes. No shares are held by the Company itself.

Proposed agenda

  1. Meeting is called to order.
  2. Election of a chairperson for the meeting.
  3. Preparation and approval of the voting list.
  4. Approval of the agenda.
  5. Election of two persons to verify the minutes.
  6. Determination of whether the meeting has been duly convened.
  7. Presentation of the annual accounts and auditors’ report as well as the consolidated accounts and consolidated auditors’ report.
  8. Report on the work of the Board, the Remuneration Committee and the Audit Committee, followed by the CEO’s address and in conjunction with this, the opportunity for shareholders to put questions to the Board and Group Management.
  9. Resolutions on:
    1. the approval of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,
    2. the dispositions of the Company’s earnings in accordance with the approved balance sheet, and
    3. discharge from liability for the Board members and the CEO.
  10. Resolutions on:
    1. the number of Board members,
    2. remuneration for Board members, and
    3. remuneration for the auditor.
  11. Election of Board members and Chairman of the Board.
  12. Election of auditor.
  13. Resolution on the Nomination Committee and the Instruction for the Nomination Committee.
  14. Resolution on the Board’s proposed guidelines for remuneration of senior executives.
  15. The Board’s proposal for approval of extension of the consortium agreement regarding Scandinavian Airlines System Denmark-Norway-Sweden.
  16. Resolution on amendments of the articles of association.
  17. Resolution on the Board’s proposal on:
    1. implementation of a long-term incentive plan and
    2. hedging arrangements in respect of the plan, consisting of
      1. authorization for the Board of Directors to resolve on directed issue of redeemable and convertible series C shares;
      2. authorization for the Board of Directors to resolve on repurchase of all issued redeemable and convertible series C shares;
      3. transfers of own common shares to Plan participants; and
      4. entering into an equity swap agreement with a third party to primarily hedge the cash amount to be paid under the Cash component; or
    3. entering into an equity swap agreement with a third party if required majority for approval of the proposal in item B. is not reached.
  18. Meeting is adjourned.

SAS attaches the full notice.

For further information:

SAS press contact, +46 8 797 29 44

Magnus Hurst, Investor Relations, +46 70 997 45 19

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