SAS in SEK 6 Billion Rights Offering

May 19, 2009

Cleary Gottlieb represented SAS AB (“SAS”) in its SEK 6 billion (approximately $725 million) 14-for-one rights offering of over 2.3 billion new ordinary shares at a subscription price of SEK 2.63 per share. The deal consisted of a registered public offering in Sweden, Norway, Denmark and the United Kingdom, as well as private placements to qualified investors in other jurisdictions, including to qualified institutional buyers in the United States. J.P. Morgan, SEB Enskilda and Nordea acted as joint lead managers and joint bookrunners in the offering.

The rights offering was announced on February 3 and was approved at a general meeting of shareholders on March 13. The rights offering subscription period ran from March 23 until April 6. The rights offering was oversubscribed, with 99.6% of the new ordinary shares subscribed for on the basis of subscription rights and 24.6% subscribed for by shareholders and other investors without subscription rights. The rights offering closed on April 16. Cleary Gottlieb acted as U.S. counsel for the issuer alongside Mannheimer Swartling Advokatbyrå AB, which represented the issuer as to matters of Swedish law.

SAS is the largest airline group in the Nordic region. Its core business is operating passenger flights on an extensive Nordic, European and intercontinental route network. During 2008, SAS operated an average of 1,167 daily departures and offered scheduled and chartered passenger flight services to 176 destinations in the Nordic region, the rest of Europe, North America and Asia. In addition, SAS provides air cargo and other aviation services at selected airports, including ground handling, maintenance and repair services. SAS is a member of the Star Alliance, which is the largest airline alliance in the world with 24 member airlines that operate more than 16,500 daily flights to 912 destinations in 159 countries. SAS’s shares are listed on the Stockholm stock exchange and have secondary listings on the stock exchanges in Copenhagen and Oslo.