SAS: Decisioni dal 2019 Annual General Meeting

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Resolutions by the 2019 Annual General Meeting in SAS AB (publ)

March 13, 2019

The March 13, 2019 Annual General Meeting in SAS (the “AGM”) resolved to adopt the proposal by the Nomination Committee to re-elect Carsten Dilling as Chairman of the Board and Dag Mejdell, Monica Caneman, Lars-Johan Jarnheimer, Sanna Suvanto-Harsaae, Liv Fiksdahl and Oscar Stege Unger as Board members, and to elect Kay Kratky as a new Board member.

The meeting resolved to elect the auditing firm KPMG AB as auditor.

It was further resolved that the five members of the Nomination Committee would be the Chairman of the Board, along with the shareholder representatives Carl Rosén, Swedish Ministry of Finance, for the Swedish government; Peder Lundquist, Danish Ministry of Finance, for the Danish government; Jacob Wallenberg for the Knut and Alice Wallenberg Foundation; and Gerald Engström, representing himself and Färna Invest AB.

The AGM resolved in line with the Board’s proposal to implement a long-term incentive plan for all approximately 13,000 full-time and part-time SAS employees (with the exception of Group Management) comprising of up to 4,782,282 SAS shares in total. In terms of hedging arrangements, the AGM did not approve the Board’s proposal which included issuing and repurchasing convertible C shares with subsequent transfer to plan participants. Instead, the AGM approved the Board’s alternative hedge proposal of entering into an equity swap agreement with a third party.

As regards other issues, the AGM resolved in accordance with the respective proposals from the Board and the Nomination Committee, including to adopt amended guidelines for remuneration of senior executives, to approve amendments of the articles of association as well as the consortium agreement and not to distribute any dividend to SAS shareholders for the financial year 1 November 2017 – 31 October 2018.

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