SAS AB (publ) announces notice to the Annual General Meeting on 8 March 2016

Shareholders in SAS AB (publ) are hereby invited to attend the Annual General
Meeting on Tuesday 8 March 2016.

The Annual General Meeting will be held at 3 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 2 March
2016, and must notify the Company no later than 2 March 2016. 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 1 March 2016. 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 1-2 March 2016 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 330,082,551
common shares and 0 subordinate shares, equivalent to a total of 330,082,551
votes. Furthermore, the Company has issued 7,000,000 preference shares
equivalent to a total of 700,000 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:

a. the approval of the income statement and balance sheet and the consolidated
income statement and consolidated balance sheet, b. the dispositions of the
Company’s earnings in accordance with the approved balance sheet, and c.
discharge from liability for the Board members and the CEO.

10. Resolutions on: a) the number of Board members, b) remuneration for Board
members, and c) remuneration for the auditor.

11. Election of Board members and Chairman of the Board.

12. Election of auditor.

13. Resolution on the Nomination Committee.

14. Resolution on the Board’s proposed guidelines for remuneration of senior
executives.

15. Meeting is adjourned.

SAS attaches the full notice.

SAS 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 2 February 2016, at 11.00 a.m. CET.

Notice convening the Annual General Meeting of SAS AB

Shareholders in SAS AB (publ) (hereinafter the “Company”) are hereby invited to
attend the Annual General Meeting on Tuesday 8 March 2016. The Annual General
Meeting will be held at 3 p.m. at the Company’s Head Office, Frösundaviks allé
1, Solna, Sweden. The meeting venue will open at 2:15 p.m. for registration.
Registration of participants at the meeting ends when the meeting is called to
order.

Instructions to holders of common shares and/or preference shares registered
with Euroclear Sweden AB in Sweden (other than holders of common shares
registered with VP Securities A/S, the Danish Central Securities Depository, or
with Verdipapirsentralen, the Norwegian Central Securities Depository)

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 Wednesday
2 March 2016, and must notify the Company no later than Wednesday 2 March 2016,
preferably before 4:00 p.m, through the Company’s website www.sasgroup.net
(under Investor Relations) or by telephone to +46709971058 on weekdays between
9:00 a.m. and 4:00 p.m. Notification may also be made at the following address:
SAS AB (publ), Attn: SAS Investor Relations, Britta Eriksson/STODL, SE-195 87
Stockholm.

Shareholders whose shares are registered in the name of a nominee must
temporarily have their shares registered in the shareholder’s own name to be
entitled to participate in the Annual General Meeting. This registration process
with Euroclear Sweden AB must be completed by Wednesday 2 March 2016. This means
that shareholders must notify their nominees in sufficient time prior to this
date.

Instructions to holders of common shares registered with VP Securities A/S in
Denmark

Shareholders of common shares in Denmark who wish to attend the Annual General
Meeting must notify VP Investor Services A/S (VP) of this in writing through
filling in and signing relevant form to the following address: Weidekampsgade
14, P.O. 4040, DK-2300 København S, per email to vpinvestor@vp.dk, per telefax
+4543588867 or through VP InvestorPortalen at www.sasgroup.net (under Investor
Relations) or www.vp.dk/gf, by 3:00 p.m. on Tuesday 1 March 2016. The following
rules also apply to participation. Shareholders who wish to attend the Annual
General Meeting must be registered in the share register of the Company
maintained by Euroclear Sweden AB by Wednesday 2 March 2016. Accordingly,
shareholders whose common shares are registered with VP Securities A/S in
Denmark must request that VP temporarily registers the common shares in the
shareholder’s own name with Euroclear Sweden AB to be entitled to participate in
the Annual General Meeting.

A request for such registration along with a notification of attendance at the
Annual General Meeting must be submitted in sufficient time and no later than
3:00 p.m. on Tuesday 1 March 2016 to VP through Internet as set out above or at
the address above. Forms for notification of attendance and proxy forms are
available from VP and www.sasgroup.net (under Investor Relations) and will also
be sent out to registered shareholders who have notified their email address to
the Company. The registration application should include the account operating
institution in Denmark (with the custody account number) with which the
shareholder’s common shares are deposited.

Shareholders whose common shares are already registered in the name of the owner
with Euroclear Sweden AB may send in a notification of attendance to the Company
at a later date, but no later than Wednesday 2 March 2016, preferably before
4:00 p.m, in the manner prescribed above.

Instructions to holders of common shares registered with Verdipapirsentralen
(VPS) in Norway

Shareholders of common shares in Norway who wish to attend the Annual General
Meeting must notify Nordea Bank Norge ASA (Nordea Norway), Securities Services –
Issuer Services, of this in writing to P.O. Box 1166 Sentrum, NO-0107, Oslo,
Norway, Attn: René Herskedal, by facsimile to +4722369703 or by email to email
issuerservices.no@nordea.com, by 3:00 p.m. on Tuesday 1 March 2016 at the
latest.

The following rules also apply for participation. Shareholders who wish to
attend the Annual General Meeting must be registered in the share register of
the Company maintained by Euroclear Sweden AB by Wednesday 2 March 2016.
Accordingly, shareholders whose common shares are registered with VPS in Norway
must request that Nordea Norway temporarily register the common shares in the
shareholder’s own name with Euroclear Sweden AB to be entitled to participate in
the Annual General Meeting.

A request for such registration along with a notification of attendance at the
Annual General Meeting must be submitted in sufficient time and no later than
3:00 p.m. on Tuesday 1 March 2016, to Nordea Norway at the address above. Forms
for notification of attendance and proxy forms are available from Nordea Norway
and www.sasgroup.net (under Investor Relations) and will also be sent out to
registered shareholders who have notified their email address to the Company.

Shareholders whose common shares are already registered in the name of the owner
with Euroclear Sweden AB may send in a notification of attendance to the Company
at a later date, but no later than Wednesday 2 March 2016, preferably before
4:00 p.m, in the manner prescribed above.

Instructions applicable to all shareholders

Shareholders with shares registered in more than one country should state this
when submitting their notifications. Shareholders or their representatives may
be accompanied by no more than two assistants at the Annual General Meeting.
Assistants to shareholders will be admitted to the Annual General Meeting only
if the shareholder notifies the number of assistants in accordance with the
notification instructions provided above for shareholders’ participation in each
country.

Shareholders represented by proxy must issue a dated written proxy for their
representative. If possible, the proxy should be based on the proxy form
provided by the Company. The proxy in original should be sent in sufficient time
prior to the Annual General Meeting and no later than Wednesday 2 March 2016, to
one of the addresses provided in this notice. Representatives of a legal entity
must also submit a certified copy of the registration certificate or equivalent
authorizing documentation. At the Annual General Meeting, a list is to be
prepared of the present shareholders, representatives and assistants with
details of the number of shares and votes each shareholder or proxy represents
at the Annual General Meeting (voting list). A list of shareholders, proxies and
assistants who have submitted notification of their attendance with the stated
details (list of participants) will be distributed at the registration for 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 1-2 March 2016 to all shareholders who have submitted a
notification of attendance in accordance with the instructions above.

Number of shares and votes in the Company

The Company has at the time of publication of this Notice issued 330,082,551
common shares and 0 subordinate shares, equivalent to a total of 330,082,551
votes. Furthermore, the Company has issued 7,000,000 preference shares
equivalent to a total of 700,000 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: a. the approval of the income statement and balance sheet
and the consolidated income statement and consolidated balance sheet, b. the
dispositions of the Company’s earnings in accordance with the approved balance
sheet, and c. discharge from liability for the Board members and the CEO.
10. Resolutions on: a) the number of Board members, b) remuneration for Board
members, and c) remuneration for the auditor.
11. Election of Board members and Chairman of the Board.
12. Election of auditor.
13. Resolution on the Nomination Committee.
14. Resolution on the Board’s proposed guidelines for remuneration of senior
executives.
15. Meeting is adjourned.

PROPOSALS FOR RESOLUTIONS

The Board’s proposal on a dividend (Item 9b)

The Board proposes that no dividend be paid to SAS AB’s common shareholders for
the fiscal year 1 November 2014 – 31 October 2015.

The Board further proposes a dividend on preferential shares. The Board proposes
that the dividend shall be paid on a quarterly basis at SEK 12.50 per
preferential share, although not higher than SEK 50 in total per preferential
share.

The following dates are proposed as record dates for the quarterly payments on
preference shares: 4 May 2016, 5 August 2016, 4 November 2016 and 3 February
2017. Payment from Euroclear Sweden AB is expected to take place on 10 May 2016,
10 August 2016, 9 November 2016 and 8 February 2017.

The Nomination Committee’s proposals regarding General Meeting Chairman, Board,
Auditor, Remuneration, Nomination Committee, etc. (items 2, 10 a-c, 11, 12 and
13)

The Nomination Committee, which consists of Magnus Skåninger, Ministry of
Enterprise, Energy and Communications for the Swedish government (Chairman);
Rasmus Lønborg, Ministry of Finance, for the Danish government; Jan Tore Føsund,
Ministry of Trade, Industry and Fisheries, for the Norwegian government and
Peter Wallenberg Jr., for the Knut and Alice Wallenberg Foundation, makes the
following proposals:

Election of Chairman for the General Meeting

Attorney-at-law Eva Hägg.

Resolution on the number of Board members

The number of Board members elected by the Annual General Meeting shall consist
of eight Board members, with no deputies.

Resolution on remuneration to Board members

The fees for the period until the end of the next Annual General Meeting shall
remain unchanged and amount to SEK 410,000 for the Chairman of the Board and, if
any, SEK 242,000 for the First Vice Chairman and the Second Vice Chairman
respectively, and SEK 207,000 for each of the other Board members elected by the
Annual General Meeting and ordinary employee representatives.

It is also proposed that each deputy for ordinary employee representatives
receive a study fee of SEK 1,000 per Board meeting and an attendance fee of
SEK 3,500 for each Board meeting they attend.

In addition to this remuneration, it is proposed that remuneration be paid for
work on the Board Remuneration Committee shall remain unchanged with the amount
of SEK 49,000 for the Remuneration Committee Chairman and SEK 17,000 each for
the Remuneration Committee’s other members, as well as for work on the Board’s
Audit Committee, in the amount of SEK 66,000 for the Audit Committee Chairman
and SEK 31,000 for each of the Audit Committee’s other members.

Resolution on remuneration to the Company’s auditor

The fees for the Company’s auditor shall be paid in accordance with approved
invoice.

Election of Board members and Chairman of the Board

It is proposed to re-elect the current Board members; Fritz H. Schur, Jacob
Wallenberg, Dag Mejdell, Monica Caneman, Sanna Suvanto-Harsaae, Lars-Johan
Jarnheimer and Carsten Dilling, and to elect the new Board member Berit
Svendsen.

Furthermore, it is proposed that Fritz H. Schur be re-elected as Chairman of the
Board.

Election of Auditor

It is proposed to re-elect PricewaterhouseCoopers AB as auditor.

Resolution on the Nomination Committee

It is proposed that the Annual General Meeting resolve that a Nomination
Committee be elected that is tasked in accordance with the proposal for
Instruction for the Nomination Committee. The Nomination Committee shall
comprise four members.

The Nomination Committee shall comprise the following shareholder
representatives: Magnus Skåninger, Ministry of Enterprise, Energy and
Communications for the Swedish government; Rasmus Lønborg, Ministry of Finance,
for the Danish government; Jan Tore Føsund, Ministry of Trade, Industry and
Fisheries, for the Norwegian government and Peter Wallenberg Jr., for the Knut
and Alice Wallenberg Foundation.

It is furthermore proposed that the Annual General Meeting adopts instructions
for the Nomination Committee, including provisions regarding election of
Chairman of the Nomination Committee, replacement of members during their terms
of office and replacement of shareholder representative owing to a substantial
reduction in shareholding, and other provisions concerning the Nomination
Committee’s composition and work to apply for the Nomination Committee appointed
by the Annual General Meeting and for its mission until the end of the next
Annual General Meeting. The instruction is consistent with the current
instruction for the Nomination Committee with the addition of a description of
the tasks of the Nomination Committee as follows.

The Nomination Committee shall be tasked with making proposals to the next
Annual General Meeting for resolutions regarding:

i. chairman of the Annual General Meeting;

ii. the number of Board members;

iii. election of Board members and Chairman of the Board;

iv. remuneration to Board members, divided between Chairman, Vice Chairman,
other board members and any remuneration for work on Board committees;

v. remuneration to the Company’s auditor;

vi. election of auditor; and

vii. Nomination Committee for the next Annual General Meeting.

The Board’s proposed guidelines for remuneration of senior executives (item 14)

The Board of Directors proposes guidelines for the determination of salaries and
other remuneration of senior executives with the following principal content.

The guidelines shall be applied for employment agreements entered into after the
Annual General Meeting 2016 and for changes made to existing employment
agreements thereafter.

The proposed guidelines remains unchanged in relation to the remuneration
guidelines adopted by the Annual General Meeting 2015.

Salaries and other benefits

The total salary shall comprise a fixed annual base salary. The fixed salary
shall reflect the demands of the position with respect to qualifications,
responsibilities, complexity and the manner in which it serves to reach business
objectives. The fixed salary shall also reflect the performance attained by the
senior executive and thus be individual and differentiated.

Other benefits, such as a company car and health insurance, are to be market
based and comprise only a limited portion of the total remuneration.

Pension

Pension benefits shall be defined contribution based and premiums shall not
exceed 30 percent of fixed annual salary.

Conditions regarding termination of employment

The notice period for the CEO and other members of Group Management is six
months if the employee resigns. A notice period of a maximum of 12 months
applies if the company terminates the employment. In the event of termination of
employment by the company and, in certain specific cases, by the senior
executive, severance pay shall be paid in an amount corresponding to a maximum
of one year’s fixed salary, with full deduction if the senior executive receives
remuneration from a new position or assignment.

Departures

The Board of Directors may depart from these guidelines, if there are special
reasons to do so in a specific case.

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The Company’s annual accounts, auditor’s report, consolidated accounts and
consolidated auditor’s report, the complete proposals and required Board
statements in accordance with above, the auditor’s statement on the guidelines
for remuneration of senior executives in the 2014/2015 fiscal year and proxy
forms will be available at the Company and on the Company’s website
www.sasgroup.net (under Investor Relations) latest as from 16 February 2016. The
documents will be sent to shareholders who request that at the Company’s address
SAS AB (publ), SAS Investor Relations, Attn. Britta Eriksson/STODL, SE-195 87
Stockholm, stating their address. The documents will also be available at the
Annual General Meeting venue before the meeting is called to order.

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If a shareholder so requests, and if the Board determines it can be made without
significant harm to the Company, at the Annual General Meeting, the Board and
the CEO shall provide information on circumstances that may affect the
assessment of an agenda item and/or the Company’s financial situation. The same
applies to the consolidated group accounts and other group companies.

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The notice of this Annual General Meeting, including a proxy form will be
distributed to all registered shareholders who have notified their e-mail
address to the Company. The notice will also be held available at the Company’s
website www.sasgroup.net (under Investor Relations). The notice will further be
sent by regular mail free of charge to shareholders who request that at the
Company’s address SAS AB (publ), SAS Investor Relations, Attn. Britta
Eriksson/STODL, SE-195 87 Stockholm, stating their address.

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Stockholm in February 2016

SAS AB
The Board of Directors