SAS announces terms for its rights issue of up to approximately SEK 6 billion

SAS announces terms for its rights issue of up to approximately SEK 6 billion

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN AUSTRALIA, CANADA, JAPAN OR THE
UNITED STATES

•  A rights issue of up to approximately SEK 6 billion with preferential rights
for the shareholders of SAS AB 

• The subscription price is SEK 2.63 per share

• Each share held on the record date will entitle a shareholder to receive 14
transferable subscription rights. Each subscription right entitles its holder to
subscribe for one new share

• The record date is March 18, 2009 and the subscription period runs from and
including March 23 up to and including April 6, 2009

• The Swedish, Danish and Norwegian governments have on or prior to 3 February
2009 separately expressed to the Board of Directors their support for the rights
issue. Parliamentary decisions to authorize each government, or, with respect to
Denmark, the Minister of Finance, to subscribe for each state's respective pro
rata share of the rights issue have, subject to certain conditions, been
adopted. The Knut and Alice Wallenberg Foundation (“KAW”), through Foundation
Asset Management, has expressed its support for the rights issue and its
willingness to, subject to certain conditions, participate in the rights issue
on a pro rata basis. J.P. Morgan, Nordea and SEB, as joint lead managers and
joint bookrunners, have together with Danske Markets and DnB NOR Markets as
co-lead managers, entered into an underwriting agreement with respect to the
remaining portion of the shares

• The rights issue is subject to approval at the Extraordinary General Meeting
(the "EGM”) to be held tomorrow, Friday, March 13, 2009, at 13.00 CET

Background and rationale
In response to the current global operating environment and internal challenges
and with the aim of strengthening the long term competitive positioning and
profitability of SAS, the management and Board of Directors of SAS have decided
on a renewed strategic approach for the Group which was announced on February 3,
2009. The renewed SAS strategy, Core SAS, is built on five key pillars; Focus on
the Nordic home market, Focus on business travelers and a strengthened
commercial offering, Improved cost base, Streamlined organization and customer
oriented culture and Strengthened capital structure. 

To facilitate the implementation of Core SAS and thereby improve SAS' long-term
competitiveness, the Board of Directors resolved on February 2, 2009 to raise
approximately SEK 6 billion through a rights issue of ordinary shares. The newly
issued shares will rank pari passu in all respects with the existing ordinary
shares. The rights issue is subject to approval at the EGM to be held tomorrow
Friday, March 13, 2009. As provided for in the Board of Directors' resolution on
the rights issue, the Board of Directors has today set the maximum increase of
share capital, the maximum number of ordinary shares that may be issued, the
subscription ratio and the subscription price per share.

Terms of the rights issue
The shareholders will receive 14 transferable subscription rights for each share
held on the record date, March 18, 2009. Each subscription right will carry
entitlement to subscribe for one new share. The maximum increase of the share
capital is SEK 5,757,500,000 and the maximum number of new shares that may be
issued is 2,303,000,000.

The subscription price is SEK 2.63 per share. Holders of subscription rights
registered in Norway or Denmark will pay an amount in NOK or DKK corresponding
to the subscription price of SEK 2.63 per share. Such amount will be calculated
in close proximity to the end of the subscription period based on the ECB's
fixing exchange rate in accordance with a formula described in more detail in
the prospectus expected to be published on or around March 16, 2009. A
preliminary calculation in accordance with the formula as of March 12, 2009
would have resulted in an amount per share of approximately DKK 1.76 and
approximately NOK 2.10. However, the actual amount to be paid per share in DKK
and NOK will be determined and communicated by SAS in close proximity to the end
of the subscription period. 

The rights issue is expected to raise proceeds of up to approximately SEK
6,056,890,000 before costs related to the rights issue.

Subscription for shares without subscription rights may also be made. The Board
of Directors will allot any shares that are not subscribed for pursuant to
exercise of subscription rights to those who have subscribed for shares on the
basis of subscription rights and have subscribed for additional new shares,
regardless of whether or not the subscriber was a shareholder on the record
date. Any remaining shares will primarily be allotted to shareholders and others
who have indicated their interest to subscribe for shares without subscription
rights, and secondly, to the underwriters.

The record date for participating in the rights issue will be March 18, 2009.
Subscription shall take place during the subscription period from and including
March 23 up to and including April 6, 2009, or such later date as decided by the
Board of Directors. 
Timetable

March 13, 2009:	
EGM to decide on the resolution of the Board of Directors regarding the rights
issue and proposed share capital reduction and amendments to the articles of
association
Last day of trading in the SAS share including the right to participate in the
rights issue

March 16, 2009:	
Expected date of publication of prospectus in respect of the rights issue
First day of trading in the SAS share excluding the right to participate in the
rights issue

March 18, 2009:	
Record date for participating in the rights issue

Around March 23, 2009:	
Information brochure and prospectus in respect of the rights issue distributed
to the shareholders

March 23, 2009 - April 1, 2009:	
Trading in subscription rights

March 23, 2009 - April 6, 2009:	
Subscription period

Around April 8, 2009:	
Announcement of the preliminary outcome of the rights issue

April 23, 2009:	
BTAs (interim shares) converted into ordinary shares

The subscription rights will be traded on NASDAQ OMX Stockholm, NASDAQ OMX
Copenhagen and Oslo Børs. Subscription rights will not be transferable between
Euroclear Sweden, VP Securities Services and VPS. SAS will apply for listing of
the new shares in Stockholm, Copenhagen and Oslo in connection with the
completion of the rights issue.

Statements by principal shareholders and underwriting commitment
	The Swedish, Danish and Norwegian governments have on or prior to 3 February
2009 separately expressed to the Board of Directors their support for the rights
issue. Parliamentary decisions to authorize each government, or, with respect to
Denmark, the Minister of Finance, to subscribe for each state's respective pro
rata share of the rights issue, subject to certain conditions, have been adopted
on February 26, 2009 in Denmark and on March 12, 2009 in Norway and in Sweden.
KAW has expressed its support for the rights issue and its willingness, subject
to certain conditions, to participate in the rights issue on a pro rata basis.
Together, the above mentioned four shareholders represent 57.6 percent of all
outstanding votes and shares in SAS. 

J.P. Morgan, Nordea and SEB, acting as joint lead managers and joint
bookrunners, have, together with Danske Markets and DnB NOR Markets, acting as
co-lead managers, entered into an underwriting agreement in respect of the
remaining 42.4 percent of the shares to be issued in the rights offering. Danske
Markets and DnB NOR Markets are co-lead managers of the offering. The
underwriting agreement is conditional on customary terms and conditions.

Other 
SEB Enskilda is acting as financial advisor to SAS in connection with the rights
issue.

For further details about the rights issue please refer to the SAS Group website
www.sasgroup.net.

For further information, please contact
Sture Stølen, Head of SAS Group Investor Relations, +46 8 797 14 51

SAS Group Investor relations


SAS discloses this information pursuant to the Swedish Securities Market Act
and/or the Swedish Financial Instruments Trading Act. The information was
provided for publication on March 12, 2009, at 23.59 p.m. CET

Disclaimer
This document is not being distributed to persons in any state or jurisdiction
where the offer or sale of the Rights or Shares is not permitted.

These materials are not an offer for sale of securities in the United States. 
Securities may not be sold in the United States absent registration with the
United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended.  The issuer of
the securities does not intend to register any part of the offering in the
United States or to conduct a public offering of the Rights or the Shares in the
United States.

This document is only being distributed to and is only directed at (i) persons
who are outside the United Kingdom or (ii) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other
persons to whom it may lawfully be communicated, falling within Article 49(2)(a)
to (d) of the Order (all such persons in (i), (ii) and (iii) above together
being referred to as “relevant persons”).  The Rights and the Shares are only
available to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such securities will be engaged in only with, relevant
persons.  Any person who is not a relevant person should not act or rely on this
document or any of its contents.

This document is an advertisement and is not a prospectus for the purposes of
Directive 2003/71/EC (such Directive, together with any applicable implementing
measures in the relevant home Member State under such Directive, the “Prospectus
Directive”).  A prospectus prepared pursuant to the Prospectus Directive will be
published, which, when published, can be obtained from the SAS Group. Investors
should not subscribe for any securities referred to in this document except on
the basis of information contained in the prospectus.

In any EEA Member State that has implemented the Prospective Directive, this
communication is only addressed to and is only directed at qualified investors
in that Member State within the meaning of the Prospectus Directive.