SAS AB (publ) announces notice to the AGM , which includes changes within the Board and a proposal to resolve on a directed convertible bond issue

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UNITED STATES

SAS AB (publ) announces notice to the AGM , which includes changes within the
Board and a proposal to resolve on a directed convertible bond issue

SAS AB (publ) announces notice to the Annual General Meeting on 7 April 2010,
which includes changes within the Board and a proposal to resolve on a directed
convertible bond issue

Shareholders in SAS AB (publ) (the “Company”) are hereby invited to attend the
Annual General Shareholders' Meeting on Wednesday 7 April 2010.

The General Meeting will be held at 9:00 a.m. at SAS head office, Frösundaviks
Allé 1, Solna, Sweden. Shareholders are also entitled to participate in the
General Meeting over a telecommunications link at 9:00 a.m. at Radisson BLU
Falconer Hotel & Conference Centre, Falkoner Allé 9, 2000 Frederiksberg,
Copenhagen, Denmark, and at 9:00 a.m. at Radisson BLU Plaza Hotel, Sonja Henies
plass 3, Oslo, Norway.

SAS attaches the full notice, but would like to highlight two items from the
notice: 

Item 17 The Board of SAS AB proposes that the Annual General Meeting authorizes
the Board to resolve on directed convertible bond issues

As previously communicated, the participation of the principal shareholders in
the rights offering of ordinary shares, subject to the approval of the general
meeting, is conditional upon, among other things, the refinancing of the
outstanding bonds maturing in 2010, totaling approximately SEK 2 billion. The
process of securing this refinancing is ongoing, and to maximize the ability to
proceed while current market conditions on the international convertibles market
are favorable, the Company would regard the possibility to issue convertible
bonds under the ongoing refinancing process as advantageous. 

Consequently, the Board has today resolved to propose to the Annual General
Meeting an authorization for the Board to resolve, on one or several occasions
and until the next Annual General Meeting - with derogation from shareholders'
preferential rights - on an issue of convertible bonds with right of conversion
into new ordinary shares in the Company. Furthermore, the Board proposes that
the credit amount must not exceed SEK 2,000,000,000 and that the total number of
ordinary must not exceed 20,000,000,000 ordinary shares after the completion of
the ordinary rights issue, but prior to the completion of the Board's proposed
reverse split. Subscription of the convertible bonds will be possible by either
cash payment or by set-off.

The convertible bonds issues under the authorization will be on market terms and
conditions and registration of issued convertible bonds with the Swedish
Companies Registration Office shall be made after the registration of the rights
issue of new ordinary shares resolved upon by the Board on 8 February 2010,
subject to the approval of the General Meeting.

Item 11 Changes to the composition of the Board

Current Board members Anitra Steen and Berit Kjøll have communicated to the
Nomination Committee that they are not available for re-election. 

“I would like to thank Anitra Steen and Berit Kjøll for their efforts and
commitment in the Board's work since 2001, which has been challenging times for
SAS and consequently the Board”, says Chairman of the Board, Fritz H. Schur. 

The Nomination Committee proposes as new members of the Board, Monica Caneman
and Gry Mølleskog. A brief presentation of their respective background,
experience,current positions and directorships is set out in the attached
notice.

“The Nomination Committee has, after considerable effort found two very
qualified persons which, according to the Nomination Committee, have the right
background, experience and competencies, and therefore have good prospects to
undertake the demanding engagement of a directorship of SAS”, says Björn
Mikkelsen, the Swedish Ministry of Industry, Employment and Communication and
Chairman of the Nomination Committee of SAS.



For further information, please contact 
Sture Stølen, Head of SAS Group Investor Relations, +46 70 997 1451


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 5 March 2010, at 12.45 pm CET.


Notice convening the Annual General Shareholders' Meeting of Shareholders of SAS
AB (publ)
 
Shareholders in SAS AB (publ) (hereinafter the “Company”) are hereby invited to
attend the Annual General Shareholders' Meeting on Wednesday 7 April 2010 (the
“General Meeting”).

The General Meeting will be held at 9:00 a.m. at SAS head office, Frösundaviks
Allé 1, Solna, Sweden. Shareholders are also entitled to participate in the
General Meeting over a telecommunications link at 9:00 a.m. at Radisson BLU
Falconer Hotel & Conference Centre, Falkoner Allé 9, 2000 Frederiksberg,
Copenhagen, Denmark, and at 9:00 a.m. at Radisson BLU Plaza Hotel, Sonja Henies
plass 3, Oslo, Norway.
The General Meeting venues will open at 8:15 a.m. for registration. Registration
of participants at the General Meeting ends when the meeting is called to order.

Instructions to holders of shares registered with Euroclear Sweden AB in Sweden
(other than holders of shares registered with VP Securities A/S, the Danish
Central Securities Depository, or with Verdipapirsentralen (VPS), the Norwegian
Central Securities Depository)
Shareholders who wish to attend the General Meeting must be registered in the
share register of the Company maintained by Euroclear Sweden AB on Tuesday 30
March 2010, and must notify the Company no later than Tuesday 30 March 2010,
preferably before 4:00 p.m., at the following address: SAS AB, Attn: SAS Group
Investor Relations, Agneta Kampenborg Ekström/-STOUU, SE-195 87 Stockholm,
Sweden. Notification may also be made by telephone to +46 (0)8-797 12 93 on
weekdays between 9:00 a.m. and 3:00 p.m., by fax to +46 (0)8-797 51 10 or
through the Company's website www.sasgroup.net (under Investor relations,
Corporate governance, Shareholders' meeting).

Shareholders whose shares are registered in the name of a nominee must
temporarily have their shares registered in the shareholders' own names to be
entitled to participate in the General Meeting. This registration process with
Euroclear Sweden AB must be completed by Tuesday 30 March 2010. This means that
shareholders must notify their nominees in sufficient time prior to this date.

Instructions to holders of shares registered with VP Securities A/S in Denmark
Shareholders in Denmark who wish to attend the General Meeting must notify VP
Investor Services A/S (VP) of this in writing to the following address: 
Weidekampsgade 14, P.O. Box 4040, DK-2300 København S, Denmark, by telephone to
+45 4358 8866, by fax to +45 4358 8867 or through Investor-Portalen at
www.sasgroup.ner (under Investor relations, Corporate governance, Shareholders'
meeting), by 3:00 p.m. on Monday 29 March 2010. The following rules also apply
to participation.

Shareholders who wish to attend the General Meeting must be registered in the
share register of the Company maintained by Euroclear Sweden AB by Tuesday 30
March 2010. Accordingly, shareholders whose shares are registered with VP
Securities A/S  in Denmark must request that VP temporarily register the shares
in the shareholders' own names with Euroclear Sweden AB to be entitled to
participate in the General Meeting.
A request for such registration along with a notification of attendance at the
General Meeting must be submitted in sufficient time and no later than 3:00 p.m.
on Monday 29 March 2010 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, Corporate
governance, Shareholders' meeting) and will also be sent out to registered
shareholders.
The registration application must include the account operating institution in
Denmark (with the custody account number) with which the shareholder's shares
are deposited.

Shareholders whose 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 Tuesday 30 March 2010, preferably before 4:00
p.m., in the manner prescribed above.
Shareholders who have other questions regarding the General Meeting in
Copenhagen may also contact Bente Lemire, SAS AB/Sekretariat Generalforsamling
by telephone to +45 23 22 45 45.

Instructions to holders of shares registered with VPS in Norway
Shareholders in Norway who wish to attend the 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, Att: Thomas
Taranger, or by fax to +47 22 48 63 49, by 4:00 p.m. on Monday 29 March 2010 at
the latest. The following rules also apply for participation.

Shareholders who wish to attend the General Meeting must be registered in the
share register of the Company maintained by Euroclear Sweden AB by Tuesday 30
March 2010. Accordingly, shareholders whose shares are registered with VPS in
Norway must request that Nordea Norway temporarily register the shares in the
shareholders' own names with Euroclear Sweden AB to be entitled to participate
in the General Meeting.
A request for such registration along with a notification of attendance at the
General Meeting must be submitted in sufficient time and no later than 3:00 p.m.
on Monday 29 March 2010, to Nordea Norway at the address above. Forms for
notification of attendance and proxy forms are available from Nordea Norway and
will also be sent to registered shareholders.

Shareholders whose 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 Tuesday 30 March 2010, preferably before 4:00
p.m., in the manner prescribed above. 

Instructions applicable to all shareholders
Notification of attendance should state the participant's attendance venue.
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 General Meeting. Assistants to shareholders will be admitted
to the 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
representatives. 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 General Meeting, but no later than Wednesday 31 March 2010, 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 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 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 General Meeting.

Admission cards for the General Meeting
Admission cards, to be presented when entering the General Meeting venue, will
be sent out on Wednesday 31 March 2010 at the latest 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 issued 2,467,500,000 ordinary shares and 0 subordinate shares,
equivalent to a total of 2,467,500,000 votes.

Proposed agenda
1.	Meeting is called to order.
2.	Election of a chairperson for the General 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 General 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 President'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 statement of income and balance sheet and the
consolidated statement of income and consolidated balance sheet, 
b. the application of the Company's earnings for the year in accordance with the
approved balance sheet, and
c. discharge from liability for the members of the Board and the President.

10.	Resolutions on:
a. the number of Board members,
b. directors' fees, and
c. audit fees.

11.	Election of Board members and Chairman of the Board.
12.	Resolution on the Nomination Committee.
13.	Resolution on the Board's proposed guidelines for remuneration of senior
executives.
14.	The President and CEO's presentation of the background and reasons for the
new issue of shares in accordance with item 15 d on the agenda.

15.	Resolutions on:
a.	amendment of the Articles of Association,
b.	reduction of the share capital,
c.	additional amendments of the Articles of 
    Association,
d.  approval of the Board's resolution on a new ordinary share issue, and, if
applicable, a transfer of funds from available non-restricted equity to the
share capital, and
e.  potential resolution on a bonus issue.

16.	Reverse split and a corresponding amendment of the Articles of Association.
17.	Resolution on the authorization of the Board to resolve on directed
convertible bond issues.
18.	Meeting is adjourned.





PROPOSALS FOR RESOLUTIONS

The Board's motion on a dividend (Item 9 b)
The Board proposes that no dividend be paid for the year 2009.


The Nomination Committee's motions regarding General Meeting Chairman, the
Board, Nomination Committee, etc. (Items 2, 10 a-c, 11 and 12)

The Nomination Committee - which consists of Björn Mikkelsen (Chairman),
Ministry of Industry, Employment and Communications, for the Swedish government;
Peter Brixen, Ministry of Finance, for the Danish government; Knut Utvik,
Ministry of Trade and Industry, for the Norwegian government; Peter Wallenberg
Jr for the Knut and Alice Wallenberg Foundation, Karsten Biltoft for Danmarks
Nationalbank; and Anders Rydin for SEB Fonder - makes the following motions:

Election of a Chairman for the General Meeting
Attorney Claes Beyer.

Resolution on the number of Board members
The number of Board members elected by the General Meeting shall be seven, with
no deputies.

Resolution on Directors' fees
The fees for the period until the end of the next Annual General Shareholders'
Meeting shall be SEK 585,000 for the Chairman of the Board and, if any, SEK
390,000 for the First Vice Chairman and SEK 345,000 for the Second Vice Chairman
and SEK 295,000 for each of the other Board members elected by the Shareholders'
Meeting and the Board's ordinary employee representatives. It is also proposed
that each deputy for ordinary employee members receive a study fee of SEK 1,000
per Board Meeting and an attendance fee of SEK 3,5000 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 in the amount of SEK 70,000
for the Remuneration Committee Chairman and SEK 25,000 for the Remuneration
Committee's other members, as well as for work on the Board's Audit Committee,
in the amount of SEK 95,000 for the Audit Committee Chairman and 45,000 for each
of the Audit Committee's other members.

Resolution on fees for the Company's auditors
The fees for the Company's auditors shall be paid as invoiced.

Election of Board members and Chairman of the Board
It is proposed to re-elect Fritz H. Schur, Jens Erik Christensen, Dag Mejdell,
Timo Peltola, and Jacob Wallenberg and to elect Monica Caneman and Gry
Mølleskog. The current Board members Berit Kjøll and Anitra Steen have declined
re-election. Furthermore, it is proposed that Fritz H. Schur be re-elected as
Chairman of the Board.

Information about the proposed new Board members

Monica Caneman is 55 years old and holds a degree in economics and business
administration. Until 2001 she held several top executive positions in SEB,
including Deputy Group Director. Since then, she has been active as member of
the board of directors in several Nordic companies. She is chairman of the board
of The Fourth Swedish National Pension Fund and LinkMed, as well as member of
the board of, among others, Investment AB Öresund ,Poolia, Orexo and Schibsted.

Gry Mølleskog is 48 years old and is Senior Client Partner at Korn/Ferry
International since 2007. She has been active in the SAS Group for more than 20
years and held several top executive positions, Senior Vice President SAS
Airlines, until 2003 when she left SAS for a position as chief of staff of the
Norwegian Crown Prince and Crown Princess. She has extensive experience as board
of director from Hurtigruten and Steen og Ström. She is member of the Board of,
among others, Posten Norge, Dnb NOR Finans and Norwegian Property.

Resolution on the Nomination Committee
It is proposed that the General Meeting resolve that a Nomination Committee be
elected that is tasked with making proposals to the Annual General Shareholders'
Meeting to be convened in 2011 for resolutions regarding:
- Chairman of the Annual General Shareholders' Meeting.
- The number of Board members, and directors' fees, divided between the
Chairman, Vice Chairman, other members and any remuneration for work on Board
committees.
- Election of Board members and Chairman of the Board.
- Fees for the Company's auditors.
- Nomination Committee for the 2012 Annual General Shareholders' Meeting.

It is also recommended that such a Nomination Committee be elected as follows:
- The Nomination Committee shall comprise six members.
- The Nomination Committee shall comprise the following shareholder
representatives: Björn Mikkelsen, Ministry of Industry, Employment and
Communications, for the Swedish government; Peter Brixen, Ministry of Finance,
for the Danish government; Knut Utvik, Ministry of Trade and Industry, for the
Norwegian government; Peter Wallenberg Jr. for the Knut and Alice Wallenberg
Foundation; Karsten Biltoft for Danmarks Nationalbank, and Anders Rydin for SEB
Fonder.
- Election of the Nomination Committee Chairman, replacement of members during
their terms of office, and replacement of shareholder representative owing to a
substantial reduction in shareholding, shall take place in accordance with the
written instructions submitted to the Nomination Committee, which it is proposed
that the General Meeting adopt.

The Board's proposed guidelines for remuneration of senior executives (Item 13)
The Board recommends that the guidelines from the preceding year remain
unchanged, with the exception regarding the proposal for variable salary: 

Remuneration for the Company's senior executives, that is the President and
Group Management, shall consist of a fixed salary, variable salary, other
benefits and pension. Total remuneration is to be competitive and adjusted to
market conditions, as well as being proportionate to responsibilities and
authority. The fixed annual salary shall reflect the requirements regarding,
among other things, competencies, responsibilities and the complexity of the
position. The fixed annual salary shall also reflect the performance that the
executive has achieved and will subsequently be individual and differentiated.
Pension benefits offered are to be defined contribution, with premiums not
exceeding 35 percent of the fixed annual salary. The notice period shall be six
months in the event the executive resigns and 12 months if the executive is
dismissed by the Company. In the event of resignation or dismissal, a maximum of
one year's fixed salary may be paid as severance pay, though with full deduction
for any remuneration the executive may obtain from another employer or
contractor. Agreements already concluded on terms that deviate from this
regarding pensions, dismissal and resignation shall continue to be in effect
until they expire or are renegotiated. Furthermore, it is proposed that the
Board be authorized to waive these guidelines, if in an individual case there is
particular reason for doing so. 

The Board's proposal for resolutions in accordance with item 15 on the agenda
The Company has, through a press release dated 9 February 2010, announced that
the Board has resolved on a new ordinary share issue with preferential right for
the Company's shareholders, through which the Company intends to raise a total
subscription amount of approximately SEK 5 billion. In order to create
flexibility pertaining to the final determination of certain terms of the new
ordinary share issue and the amount by which the share capital shall be reduced
in order to obtain a quota value that is close to the subscription price for the
shares issued in the new ordinary share issue, and thereby reduce the risk that
the new ordinary share issue cannot be carried out as planned, the Board will
determine the final terms of the ordinary share issue, and some other terms set
out below at a point in time being close to the General Meeting. In order to
restore the Company's share capital following the proposed share capital
reduction, the Board proposes that the General Meeting, if necessary, also
resolves on a bonus issue. The Board will around 6 April 2010, publicly announce
the amount by which the share capital shall be reduced, the proposed final
wording for the required amendments to the Articles of Association, the final
terms for the new ordinary share issue and whether the Board has decided to
withdraw its proposal for a bonus issue, since the bonus issue no longer being
required for the completion of the new ordinary share issue. 

15 a Amendment of the Articles of Association
In order to enable the proposed reduction of the Company's share capital set out
below, the Board proposes that the General Meeting resolves to make an
appropriate amendment to the limitations with respect to the share capital in
Article 5, first paragraph, of the Company's Articles of Association. The
Board's proposal for an amendment of the Articles of Association shall be within
the following limits: the lower limit shall not be less than SEK 200,000,000 and
the higher limit shall not exceed SEK 6,580,000,000. The complete proposal for a
resolution on an amendment of the Articles of Association, will be announced
together with the final terms for the new ordinary share issue as soon as these
are determined by the Board. 

15 b Reduction of the share capital
The Company's share capital, currently amounting to SEK 6,168,750,000, shall be
reduced by, at the most, SEK 5,922,000,000, without redemption of any shares, to
be transferred to a fund to be used pursuant to a resolution adopted by the
General Meeting (i.e. non-restricted equity). Following the reduction of the
share capital, the Company's share capital will amount to, at least, SEK
246,750,000, divided into a total of 2,467,500,000 shares, each share with a
quota value of at least SEK 0.10 per share. The finally determined amount by
which the share capital shall be reduced, will be announced together with the
final terms for the new ordinary share issue as soon as these are determined by
the Board.

15 c Additional amendments of the Articles of Association
In order to enable the resolution on the new ordinary share issue set out below,
the Board proposes that the General Meeting resolves to make appropriate
amendments to the limitations with respect to the share capital and number of
shares in Article 5, first paragraph, of the Company's Articles of Association.
The Board's proposal for amendments of the Articles of Association shall be
within the following limits: (i) as to the limitations with respect to the share
capital, the lower limit shall not be less than SEK 3,000,000,000 and the higher
limit shall not exceed SEK 30,000,000,000 and (ii) as to the limitations with
regard to the number of shares, the lower limit shall not be less than
3,000,000,000 shares and the higher limit shall not exceed 600,000,000,000
shares. The complete proposal for a resolution on amendments of the Articles of
Association will be announced together with the final terms for the new ordinary
share issue as soon as these are determined by the Board.
15 d Approval of the Board's resolution on a new ordinary share issue, and, if
applicable, a transfer of funds from available non-restricted equity to the
share capital

The Board proposes that the General Meeting approves the Board's resolutions of
8 and 26 February 2010 to increase the Company's share capital by a new ordinary
share issue with an amount to be determined by the Board (or a person appointed
by the Board amongst its members), and on the following principal conditions.
The Company's shareholders shall have preferential rights to subscribe for the
new ordinary shares. The record date for determining which shareholders shall be
entitled to subscribe for new ordinary shares with preferential rights, shall be
12 April 2010. The Board (or a person appointed by the Board amongst its
members) shall be authorized to determine, no later than on the fifth weekday
prior to the record date, the amount by which the Company's share capital is to
be increased, the number of shares which are to be issued (including the number
of subscription rights) and the subscription price per share. In the event that
the subscription price to be paid for each ordinary share is less than the quota
value of the share, an amount corresponding to the difference between the
subscription price and the quota value of the share, multiplied with the number
of issued shares, shall be contributed to the share capital through a transfer
from the Company's available non-restricted equity. Subscription for the new
ordinary shares shall take place during the period as from and including 15
April 2010 up to and including 29 April 2010, or such later date as the Board
may decide. The banks and other financial institutions that may underwrite the
new ordinary share issue shall, if applicable, within four (4) business days
from the last day of the subscription period, on a separate subscription list,
subscribe for ordinary shares not subscribed for by anyone else. 

15 e  Potential resolution on a bonus issue
In order to ascertain that the Company's share capital, all in all, does not
amount to a lower amount that it had immediately prior to the General Meeting's
resolution on a reduction of the share capital in accordance with item 15 b, the
Board proposes, in addition to the new ordinary share issue resolved upon by the
Board as set out in item 15 d, that the General Meeting resolves on a bonus
issue on the following principal conditions. The Company's share capital shall
be increased by SEK 922,000,000, without the issuance of any new shares. The
increase of the share capital shall be carried out through a transfer of funds
to the share capital from the Company's available non-restricted equity pursuant
to the adopted balance sheet for the financial year 2008. The Board's proposal
for a resolution on a bonus issue, being conditional upon that the proposed
bonus issue is necessary in order to restore the previously reduced share
capital. 

Reverse split and a corresponding amendment of the Articles of Association (Item
16)
As a result of the new ordinary share issue which is subject to the approval by
the General Meetings in accordance with item 15 d, the number of shares in the
Company may increase significantly why the Board proposes a reverse split in
order to obtain a more appropriate number of shares in the company following the
new ordinary share issue. For those shareholders who on the record date do not
hold a number of shares corresponding to a whole number of new ordinary shares
(after completion of the reverse split), title to the excess shares shall pass
from such shareholder to the company on the record date for the reverse split.
The excess shares will thereafter be sold by a securities institution designated
by the company, and the proceeds of the sale will be distributed among those
shareholders being entitled thereto. The number of ordinary shares that will be
consolidated into one share and the corresponding amendment of Article 5, first
paragraph, of the Company's Articles of Association (i.e. regarding the limits
of number of shares that may be issued), shall be determined in connection with
the resolution on the final terms of the new ordinary share issue, i.e. 6 April
2010. The resolution for the reversed split shall be registered by the Swedish
Companies Registration Office and it is proposed that the Board being authorized
to determine the record date for the reverse split, which may not take place
before the resolution on the reverse split being registered, and not later than
30 June 2010. More information about the procedures for the reverse split will
be announced when the record date has been determined by the Board.

Proposal to resolution on the authorization of the Board to resolve on directed
convertible bond issues (Item 17)
The Board proposes that the General Meeting authorizes the Board to resolve, on
one or several occasions and until the next Annual General Meeting - with
derogation from shareholders' preferential rights - on an issue of convertible
bonds with right of conversion into ordinary shares in the company, whereby the
amount must not exceed SEK 2,000,000,000 and the number of ordinary shares that
may be issued as a result of the conversion must not exceed 20,000,000,000
ordinary shares after the completion of the ordinary share issue set out in item
15 d, but prior to the completion of the reverse split set out in item 16.
Payment for subscribed convertible bonds shall be made by either cash payment or
by set-off.

An issue of convertible bonds by virtue of the authorization shall be made on
market terms and conditions, and the registration of issued convertible bonds
with the Swedish Companies Registration Office shall not be made prior to the
registration of the new ordinary share issue resolved upon by the Board on 8
February 2010, subject to the approval of the General Meeting,  

------------

The Board proposes that the General Meeting's resolutions set out in items 15
a-15 d, 16 and, if applicable item 15 e, shall be adopted as a single and joint
resolution. Such resolution requires the support of shareholders representing
not less than two thirds (2/3) of the votes cast as well as the shares
represented at the General Meeting. The resolution set out in item 17 also
requires the support of shareholders representing not less than two thirds (2/3)
of the votes cast as well as the shares represented at the General Meeting

------------

The Company's annual accounts, auditors' report, consolidated accounts and
consolidated auditors' report, the Board's complete motions in accordance with
what is stated above, documents pursuant to Chapter 20, Sections 13-14, of the
Swedish Companies Act and proxy forms will be available at the Company during
the two weeks prior to the General Meeting and on the Company's website
www.sasgroup.net (under Investor relations, Corporate governance, Shareholders'
meetings). The documents will also be available at the General Meeting venues
before the General Meeting is called to order.

------------

The notice of this General Meeting, including a proxy form will be distributed
to all registered shareholders. As communicated earlier, the Company will
hereafter only send a written notice to general meetings by ordinary mail when
so required by law. However, notices will still be published through press
releases, advertisements, e-mails to shareholders who have provided their e-mail
addresses to the Company and also be available at the Company's website
www.sasgroup.net (Investor relations, Corporate governance, Shareholders'
meetings).
------------

Stockholm in March 2010
SAS AB (publ)
The Board of Directors