Shareholders in SAS AB (publ) (hereinafter "SAS" or the "Company") are hereby
invited to attend the Extraordinary General Meeting on Wednesday 10 January
2024. The Extraordinary General Meeting will be held at 2:00 p.m. at the
Company's Head Office, Frösundaviks allé 1, Solna, Sweden. The meeting venue
will open at 1:00 p.m. for registration. Registration of participants at the
meeting ends when the meeting is called to order.
The Board has decided that the shareholders shall also be able to exercise their
voting rights at the Extraordinary General Meeting by postal voting in
accordance with the Company's Articles of Association.
Please note that specific instructions and deadlines apply for holders of common
shares registered in Denmark and Norway, as further detailed below.
Instructions to holders of common shares registered with Euroclear Sweden AB in
Sweden (i.e. other than holders of common shares registered with Euronext
Securities Copenhagen, the Danish Central Securities Depository, or with
Euronext Securities Oslo, the Norwegian Central Securities Depository)
Shareholders of common shares registered in Sweden who wish to attend the
meeting venue in person or by proxy must be listed as a shareholder in the
presentation of the share register prepared by Euroclear Sweden AB concerning
the circumstances on Tuesday 2January 2024, and must give notice of
participation to the Company no later than Thursday 4 January 2024, preferably
before 4:00p.m., through the Company's website www.sasgroup.net (under "About
SAS/Corporate Governance") or by telephone to +46709977070 on weekdays between
9:00a.m. and 4:00 p.m. Notification may also be made by regular mail to the
following address: SAS AB (publ), Attn: SAS Legal department, Anette Muñoz, SE
-195 87 Stockholm, Sweden. The notification shall set forth the name,
personal/corporate identity number, address, telephone number, email address
and, as applicable, the number of assistants (no more than two) and shall be
sent so that it is received by the Company no later than Thursday 4 January
2024.
Shareholders of common shares registered in Sweden who wish to participate in
the Extraordinary General Meeting by postal voting must be listed as a
shareholder in the presentation of the share register prepared by Euroclear
Sweden AB concerning the circumstances on Tuesday 2 January 2024, and must give
notice of participation no later than Thursday 4 January 2024 by submitting
their postal vote in accordance with the instructions under the heading Postal
voting below so that the postal voting form is received by Computershare AB no
later than that day.
Shareholders who wish to attend the meeting venue in person or by proxy must
give notice in accordance with the above instructions. This means that a notice
of participation only by postal voting is not sufficient for shareholders who
wish to attend the meeting venue in person or by proxy.
To be entitled to participate in the Extraordinary General Meeting, a
shareholder whose shares are registered in the name of a nominee must, in
addition to giving notice of participation in the General Meeting, register its
shares in its own name so that the shareholder is listed in the presentation of
the share register as of Tuesday 2 January 2024. Such registration may be
temporary (so-called voting rights registration), and request for such voting
rights registration shall be made to the nominee, in accordance with the
nominee's routines, at such a time in advance as decided by the nominee. Voting
rights registrations that have been made by the nominee no later than Thursday 4
January 2024 will be taken into account in the presentation of the share
register.
Instructions to holders of common shares registered with Euronext Securities
Copenhagen in Denmark
Shareholders of common shares registered in Denmark who wish to participate in
the Extraordinary General Meeting must be listed as a shareholder in the
presentation of the share register prepared by Euroclear Sweden AB concerning
the circumstances on Tuesday2January 2024, and must give notice of participation
to Euronext Securities Copenhagen no later than Wednesday 3January 2024 at 3:00
p.m. in accordance with the instructions set out below for voting rights
registrations. Shareholders who wish to participate in the Extraordinary General
Meeting by postal voting must also submit their postal vote in accordance with
the instructions under the heading Postal voting below so that the postal voting
form is received by Computershare AB no later than Thursday 4 January 2024.
To be entitled to participate in the Extraordinary General Meeting, a
shareholder whose shares are registered in the name of a nominee must, in
addition to giving notice of participation in the General Meeting, register its
shares in its own name so that the shareholder is listed in the presentation of
the share register as of Tuesday 2 January2024. Such registration may be
temporary (so-called voting rights registration), and request for such voting
rights registration shall be made to the nominee, in accordance with the
nominee's routines, at such a time in advance as decided by the nominee.
Accordingly, a shareholder whose common shares are registered with Euronext
Securities Copenhagen must request that Euronext Investor Services temporarily
register the common shares in the shareholder's own name with Euroclear Sweden
AB to be entitled to participate in the Extraordinary General Meeting. A request
for such voting rights registration must be received by Euronext Securities
Copenhagen no later than Wednesday 3 January 2024 at 3:00p.m., and can be
submitted by sending a completed and signed registration form by regular mail to
Euronext Securities Copenhagen, NicolaiEigtveds Gade 8, DK-1402 Copenhagen,
Denmark or by email to CPH-investor@euronext.com, or throughEuronext
InvestorPortalen, which is available at www.sasgroup.net (under "About
SAS/Corporate Governance") and at www.euronext.com/cph-agm. The registration
applicationshould include the account operating institution in Denmark (with the
custody account number) with which the shareholder's common shares are
deposited. Voting rights registration requests received byEuronext
SecuritiesCopenhagen in accordance with the above are also valid as notice of
participationin theGeneral Meeting.
A form for registration and notice of participation is available at
www.sasgroup.net (under "About SAS/Corporate Governance").
A shareholder whose common shares are registered in the share register prepared
by Euroclear Sweden AB as of the record date Tuesday 2 January 2024 may give
notice of participation to the Company at a later date, but no later than
Thursday 4 January 2024, in accordance with the above instructions for
shareholders registered in Sweden.
Instructions to holders of common shares registered with Euronext Securities
Oslo in Norway
Shareholders of common shares registered in Norway who wish to participate in
the Extraordinary General Meeting must be listed as a shareholder in the
presentation of the share register prepared by Euroclear Sweden AB concerning
the circumstances on Tuesday 2January 2024, and must give notice of
participation to Nordea Norway no later than Tuesday 19 December 2023 at 3:00
p.m. in accordance with the instructions set out below for voting rights
registrations. Shareholders who wish to participate in the Extraordinary General
Meeting by postal voting must also submit their postal vote in accordance with
the instructions under the heading Postal voting below so that the postal voting
form is received by Computershare AB no later than Thursday 4 January 2024.
To be entitled to participate in the Extraordinary General Meeting, a
shareholder whose shares are registered in the name of a nominee must, in
addition to giving notice of participation in the General Meeting, register its
shares in its own name so that the shareholder is listed in the presentation of
the share register as of Tuesday 2 January 2024. Such registration may be
temporary (so-called voting rights registration), and request for such voting
rights registration shall be made to the nominee, in accordance with the
nominee's routines, at such a time in advance as decided by the nominee.
Accordingly, a shareholder whose common shares are registered with Euronext
Securities Oslo 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 Extraordinary General Meeting. A request for such voting
rights registration must be received by Nordea Bank Abp, filial i Norge,
Securities Services - Issuer Services no later than Tuesday 19 December 2023 at
3:00p.m., and can be submitted by sending a completed and signed registration
form by regular mail to P.O. Box 1166 Sentrum, NO-0107 Oslo, Norway or by email
to nis@nordea.com. Voting rights registration requests received by Nordea Norway
in accordance with the above are also valid as notice of participation in the
General Meeting.
A form for registration and notice of participation is available at
www.sasgroup.net (under "About SAS/Corporate Governance").
A shareholder whose common shares are registered in the share register prepared
by Euroclear Sweden AB as of the record date Tuesday 2January 2024 may give
notice of participation to the Company at a later date, but no later than
Thursday 4 January 2024, in accordance with the above instructions for
shareholders registered in Sweden.
Instructions applicable to all shareholders
Shareholders with shares registered in more than one country should state this
when submitting their notice of participation.
Participation at the meeting venue
Shareholders who wish to attend the meeting venue in person or by proxy may be
accompanied by no more than two assistants at the Extraordinary General Meeting.
Assistants to shareholders will be admitted to the Extraordinary General Meeting
only if the shareholder registers 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. Proxy forms are available at www.sasgroup.net (under "About
SAS/Corporate Governance"). A proxy is valid one year from its issue date or
such longer time period as set out in the proxy, however, not more than five
years. If the proxy is issued on behalf of a legal entity, a registration
certificate or corresponding authorizing documentation shall be appended to the
form. In order to facilitate registration at the meeting, the proxy as well as
the registration certificate and other authorizing documentation should be sent
to one of the addresses provided in this notice in connection with the notice of
participation.
Postal voting
A special form must be used for the postal vote. The form for postal voting is
available at www.sasgroup.net (under "About SAS/Corporate Governance"). A
completed and signed form for postal voting must be received by Computershare AB
no later than Thursday 4 January2024. The form may be sent by email to
info@computershare.se or by regular mail to Computershare AB, "SAS AB:s
extrastämma", P.O. Box 5267, SE-102 46 Stockholm, Sweden. Shareholders that are
natural persons and have a Swedish BankID may also submit their postal votes
electronically via the Company's website, www.sasgroup.net (under "About
SAS/Corporate Governance").
Further instructions and conditions can be found in the postal voting form and
at www.sasgroup.net (under "About SAS/Corporate Governance").
To receive the postal voting form sent by regular mail, please contact
Computershare AB by telephone +46771246400.
Shareholders submitting their postal votes by proxy must issue a dated written
proxy for their representative, which must be enclosed with the postal voting
form. Proxy forms are available at www.sasgroup.net (under "About SAS/Corporate
Governance"). A proxy is valid one year from its issue date or such longer time
period as set out in the proxy, however, not more than five years. If the proxy
is issued on behalf of a legal entity, a registration certificate or
corresponding authorizing documentation shall be appended to the form.
Admission cards
Admission cards, to be presented when entering the Extraordinary General Meeting
venue, will be sent out by email around Friday 5January 2024 to all shareholders
who have given notice of participation in accordance with the above instructions
and provided their email address. Admissions cards will not be sent to
shareholders who have submitted postal votes, unless the shareholder has
expressed that it intends on attending the meeting venue.
Number of shares and votes in the Company
The Company has at the time of publication of this notice issued 7,266,039,292
common shares, 0subordinate shares and 0shares of series C, equivalent to a
total of 7,266,039,292 votes. No shares are held by the Company itself.
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 meeting has been duly convened.
7. Resolution on approval of unilateral commitment towards the Kingdom of
Denmark.
8. Resolution on approval of unilateral commitment towards the Kingdom of
Sweden.
9. Meeting is adjourned.
Proposals for resolutions
The Board's proposal for election of a Chairperson for the General Meeting (item
2)
The Board proposes attorney-at-law Andreas Steen as Chairperson for the General
Meeting.
The Board's proposal on preparation and approval of the voting list (item 3)
The Board proposes that the voting list that is approved is the voting list
prepared by Computershare AB on behalf of the Company, based on the
Extraordinary General Meeting's share register, shareholders having given notice
of participation and being present at the meeting venue, as well as received
postal votes.
The Board's proposals on approvals of unilateral commitments towards the Kingdom
of Denmark and the Kingdom of Sweden (items 7-8)
Background and reasons
In 2020, the Kingdom of Denmark and the Kingdom of Sweden (each a "State" and
together the "States") participated in the recapitalisation of SAS through a
subscription for hybrid notes issued by the Company (the "State Hybrid Notes
Investments") and common shares in the Company (the "Share Investments" and,
together with the State Hybrid Notes Investments, the "2020 Investments"). The
2020 Investments were approved by the European Commission (the "Commission") as
compatible State aid under the Temporary Framework for State aid measures to
support the economy in the COVID-19 outbreak (the "Temporary Framework").
However, in May 2023, the EU General Court held, following a third party
challenge, that the Commission had erred in its initial approval decision by not
requiring the States to include a "step-up mechanism", as required by the
Temporary Framework, in relation to the Share Investments. As a consequence, the
Commission's initial approval of the 2020 Investments was annulled, i.e. both in
relation to the State Hybrid Notes Investments and the Share Investments.
On 29 November 2023, the Commission once again approved the 2020 Investments as
compatible State aid under the Temporary Framework, subject to the introduction
of a step-up mechanism in relation to the Share Investments within two months of
the Commission's approval. The contemplated arrangements, as further described
below, (the "Supplementary Step-up Mechanism"), have been carefully considered
in order to find a mechanism that is acceptable to the States, compatible with
the Temporary Framework, and possible to carry out under Swedish corporate law.
Under Chapter 16 a, section 7 of the Swedish Companies Act (2005:551),
significant transactions between listed companies and their related parties,
including shareholders holding more than 20% of a company's shares, must be
submitted to the general meeting for approval (unless certain exemptions are
applicable). Consequently, the Board hereby proposes that the Extraordinary
General Meeting resolves to approve (i) SAS' unilateral commitment towards the
Kingdom of Denmark and (ii) SAS' unilateral commitment towards the Kingdom of
Sweden, respectively, to effect the Supplementary Step-up Mechanism, and submits
this joint report pursuant to Chapter 16a, section 7 of the Swedish Companies
Act.
Subject to the Extraordinary General Meeting's approval under agenda items 7 and
8, SAS intends to enter into the unilateral commitments towards the Kingdom of
Denmark and the Kingdom of Sweden, respectively, on 11 January 2024.
Absent requisite shareholder approval, the contemplated Supplementary Step-up
Mechanism may not be implemented and, as a consequence, SAS would not be able to
rely on the Commission's approval from 29November 2023. As a result, SAS may
ultimately be required to repay all State aid provided by the States as part of
the 2020 Investments in the aggregate amount of approximately SEK9.5 billion,
along with interest on such amount.
Description of the Supplementary Step-up Mechanism
The Supplementary Step-up Mechanism entails unilateral commitments from SAS to
implement a "step-up" in relation to the Share Investments through the issuance
of new hybrid notes ("New State Hybrid Notes") to the States without any
consideration under certain conditions.
The step-up will be triggered if the portion of the relevant State's
shareholdings related to the Share Investments in excess of such State's pro
rata portion immediately prior to the Share Investments (the "Recapitalisation
Shareholding")[1] has not been reduced by a certain percentage on specified
dates, as set out below:
· Firstly, a step-up will be triggered if the relevant State's
Recapitalisation Shareholding has not been reduced by at least 40% on 26 October
2024.
· Secondly, an additional step-up will be triggered if the relevant State's
Recapitalisation Shareholding has not been fully reduced on 26 October 2026.
Provided that a step-up is triggered, New State Hybrid Notes will be issued to
the relevant State in a principal amount corresponding to 10% of the portion of
such State's Recapitalisation Shareholding still remaining at the time of the
step-up, multiplied by the higher of (i) SEK 1.16 (being the share subscription
price for the Share Investments in 2020) or (ii) the volume-weighted average
price paid for the common shares on Nasdaq Stockholm during a period of 20
trading days immediately preceding the fifth trading day prior to the step-up
date.[2]
Assuming (i) that the States' respective Recapitalisation Shareholdings do not
change prior to 26 October 2026 and (ii) that the share price of the Company's
shares does not exceed SEK 1.16, the Supplementary Step-up Mechanism would be
triggered on both step-up dates and the undertakings would entail the issuance
of New State Hybrid Notes in a total principal amount of SEK241,173,773 to the
Kingdom of Denmark and SEK236,012,705 to the Kingdom of Sweden (corresponding to
an aggregate amount of SEK477,186,478 to the States).
Terms and conditions of the New State Hybrid Notes
New State Hybrid Notes issued under the Supplementary Step-up Mechanism will
mirror the SEK perpetual subordinated capital securities (ISIN SE0014958005)
subscribed for by both States (in equal amounts) as part of the State Hybrid
Notes Investments with respect to ranking, accounting treatment, and
remuneration. Accordingly, any New State Hybrid Notes will be subordinated,
accounted for as equity, and be subject to a floating interest rate of 6MSTIBOR
with an initial annual coupon margin of 590 basis points, increasing to 790
basis points on the first anniversary after the issuance of the New State Hybrid
Notes and to 1,040 basis points on the third anniversary.
Related party transactions
Currently, the Kingdom of Denmark and the Kingdom of Sweden each hold
approximately 21.8% of the votes and common shares in the Company and are,
therefore, considered related parties to the Company pursuant to Chapter 16a,
section 3 of the Swedish Companies Act, which applies to Swedish listed
companies. Consequently, and taking into account the value of each of the
transactions, SAS' unilateral commitments to effect the Supplementary Step-up
Mechanism towards each of the States must be submitted to the general meeting of
the Company for approval.
Proposal on approval of unilateral commitment towards the Kingdom of Denmark
(item 7)
The Board proposes that the Extraordinary General Meeting approves that SAS
enters into the unilateral commitment towards the Kingdom of Denmark to effect
the Supplementary Step-up Mechanism.
Majority requirement
A resolution in accordance with the Board's proposal under item 7 requires that
shareholders representing more than half of the votes cast are in favour of the
proposal, without taking into consideration the shares and votes held, directly
or indirectly, by the Kingdom of Denmark.
Proposal on approval of unilateral commitment towards the Kingdom of Sweden
(item 8)
The Board proposes that the Extraordinary General Meeting approves that SAS
enters into the unilateral commitment towards the Kingdom of Sweden to effect
the Supplementary Step-up Mechanism.
Majority requirement
A resolution in accordance with the Board's proposal under item 8 requires that
shareholders representing more than half of the votes cast are in favour of the
proposal, without taking into consideration the shares and votes held, directly
or indirectly, by the Kingdom of Sweden.
____________________
The proxy and postal voting forms are available at the Company and at the
Company's website www.sasgroup.net (under "About SAS/Corporate Governance"). The
complete proposals for resolutions, including the Board's report pursuant to
Chapter 16 a, section 7 of the Swedish Companies Act considering the proposals
under items 7 and 8, will be available at the Company and at the Company's
website www.sasgroup.net (under "About SAS/Corporate Governance") no later than
three weeks before the Extraordinary General Meeting. The documents will be sent
to shareholders who so request at the Company's address SAS AB (publ), Attn: SAS
Legal department, Anette Muñoz, SE-195 87 Stockholm, Sweden, stating their
address. The documents will also be available at the meeting venue before the
meeting is called to order.
____________________
If a shareholder so requests, and if the Board determines it can be made without
significant harm to the Company, at the Extraordinary General Meeting, the Board
and the CEO shall provide information on circumstances that may affect the
assessment of an agenda item.
____________________
The notice will be held available at the Company's website www.sasgroup.net
(under "About SAS/Corporate Governance"). Furthermore, the notice will be sent
by regular mail free of charge to shareholders who so request at the Company's
address SAS AB (publ), Attn: SAS Legal department, Anette Muñoz, SE-195 87
Stockholm, Sweden, stating their address.
____________________
For information on how your personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor
-engelska.pdf.
____________________
Stockholm in December 2023
SAS AB
The Board of Directors
[1] The Kingdom of Denmark's and the Kingdom of Sweden's respective
Recapitalisation Shareholdings correspond to 1,039,542,124 common shares and
1,017,296,144 common shares (based on the States' current shareholdings of
1,584,296,144 common shares each and their respective shareholdings prior to the
2020 Share Investments (but after the States' pro rata participation in SAS'
rights issue 2020) of 544,754,020 common shares and 567,000,000 common shares,
respectively).
[2] In each case the principal amount of the New State Hybrid Notes could be
adjusted to account for the expected future coupons of the New State Hybrid
Notes, discounted at an appropriate interest rate reflecting the terms and
conditions of the New State Hybrid Notes and the credit risk of SAS at the time
of the step-up.
For further information, please contact:
SAS press office, +46 8 797 29 44
Investor relations, +46 709 977 070
SAS, Scandinavia's leading airline, with main hubs in Copenhagen, Oslo and
Stockholm, flies to destinations in Europe, USA and Asia. Spurred by a
Scandinavian heritage and sustainability values, SAS aims to be the driving
force in sustainable aviation and in the transition toward net zero emissions.
We are continuously reducing our carbon emissions through using more sustainable
aviation fuel, investing in new fuel-efficient aircraft and technology
innovation together with partners - thereby contributing towards the industry
target of net zero CO2 emissions by 2050. In addition to flight operations, SAS
offers ground handling services, technical maintenance, and air cargo services.
Learn more at https://www.sasgroup.net