Launch sale of 19 million shares in SAS

The Swedish state and the Norwegian state represented by the Norwegian Ministry of Trade, Industry and Fisheries launch sale of 19 million shares in SAS

Not for PUBLICATION, distribution or release, DIRECTLY OR INDIRECTLY, in or into the UNITED STATES, Canada, Japan or australia OR ANY OTHER JURISDICTION INTO WHICH PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

The Swedish state and the Norwegian state represented by the Norwegian Ministry of Trade, Industry and Fisheries today announce a sale of up to 19 million ordinary shares in
SAS AB (publ) (“SAS”), corresponding to approximately 5.8 per cent of the total number of ordinary shares in SAS (the “Transaction”). The Transaction will be carried out pro rata in proportion to the respective state’s current holding in SAS.

The Transaction is structured as an accelerated bookbuilt offering to institutional investors. The minimum order and allocation has been set to the number of shares that equals an aggregate purchase price of the SEK equivalent of EUR 100,000. The bookbuilding commences immediately after this press release is made public. Pricing and settlement of the Transaction will be effected in SEK, with delivery of shares registered in the Swedish Euroclear system expected to occur
on 17 October 2016.

The Swedish state and the Norwegian state consider that long term, SAS will benefit from a changed ownership structure that would entail a reduced state ownership. The Transaction is a first step in a gradual and responsible divestment of the Swedish state’s and the Norwegian state’s ownership in SAS.

The Swedish state and the Norwegian state have agreed to a customary lock-up for a period of 180 days after the Transaction.

The Swedish state and the Norwegian state have appointed Citigroup as global coordinator and joint bookrunner and Nordea and Swedbank as joint bookrunners.

IMPORTANT INFORMATION
The release, publication or distribution of this press release in certain jurisdictions may be restricted. This press release is for information purposes only and does not constitute an offer of, or an invitation to purchase or subscribe for, any securities of SAS in any jurisdiction.

This press release is not for publication, distribution or release, directly or indirectly, in or into the United States, Canada, Japan or Australia or any other jurisdiction into which publication or distribution would be prohibited by applicable law.  This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States, Canada, Japan or Australia or any other jurisdiction where such an offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States or under the applicable securities laws of Canada, Japan or Australia and may not be offered or sold in the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the US Securities Act and in compliance with any applicable laws of any state or other jurisdiction of the United States. There will be no public offering of the securities in the United States, Canada, Japan or Australia. Copies of this announcement should not be made in and may not be distributed or sent into the United States, Canada, Japan or Australia.

This press release is not a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures under such Directive in the relevant home Member State, the “Prospectus Directive”). The Swedish state and the Norwegian state have not authorized any offer to the public of shares or rights in any Member State of the European Economic Area and no prospectus or other offering document has been or will be prepared in connection with the Swedish state’s and the Norwegian state’s possible sale of shares in SAS. With respect to each Member State of the European Economic Area and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. In any Relevant Member State this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to 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 securities 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.

No actions has been taken by the Swedish state, the Norwegian state, Citigroup, Nordea, Swedbank or their affiliates that would, or is intended to permit a public offering of the shares in any jurisdiction, or possession or distribution of this press release, or any other offering material or information material relating to the shares in any jurisdiction where such actions are unlawful. Persons into whose possession this press release comes are required by the Swedish state, the Norwegian state, Citigroup, Nordea or Swedbank to inform themselves about and observe any such restrictions.

Citigroup, Nordea and Swedbank are acting exclusively for the Swedish state and the Norwegian state and no one else in connection with the Transaction. Citigroup, Nordea and Swedbank will not regard any other person (whether or not a recipient of this press release) as its client and will not be responsible to anyone other than the Swedish state and the Norwegian state for providing the protections afforded to their clients nor for giving advice in relation to the Transaction.