CVN Registration Form (For Commercial Hybrid Bondholders)

REGISTRATION FORM FOR DISTRIBUTION OF CVNS AND AVAILABLE

CASH UNDER CHAPTER 11 PLAN AND SWEDISH REORGANIZATION PLAN

To:    Holders of Commercial Hybrid Claims in Class 5 against SAS AB       

PLEASE NOTE THAT THE INFORMATION COLLECTED THROUGH THIS FORM, INCLUDING THE EXHIBIT ATTACHED HERETO (COLLECTIVELY, THE “REGISTRATION FORM”), IS NEEDED (I) TO SATISFY THE CONDITIONS PRECEDENT SET FORTH IN THE CHAPTER 11 PLAN (AS DEFINED BELOW) FOR RECEIPT OF ANY CVNS[1] YOU MAY BE ENTITLED TO AND (II) FOR THE REORGANIZED DEBTORS TO EFFECT THE ISSUANCE AND DISTRIBUTIONS OF CVNS AND AVAILABLE CASH,[2] IN EACH CASE, AS APPLICABLE, AND TO THE EXTENT SET FORTH IN THE CHAPTER 11 PLAN AND SWEDISH REORGANIZATION PLAN (EACH AS DEFINED BELOW)..

1. Background

On July 5, 2022, SAS AB and its debtor subsidiaries, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), commenced voluntary cases under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

On February 7, 2024, the Debtors filed the Second Amended Joint Chapter 11 Plan of Reorganization of SAS AB and Its Subsidiary Debtors [ECF No. 1936] (as may be amended, modified, or supplemented from time to time in accordance with the terms thereof, the “Chapter 11 Plan”).  On March 22, 2024, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order Confirming Second Amended Joint Chapter 11 Plan of Reorganization of SAS AB and Its Subsidiary Debtors [Docket No. 2347] (the “Confirmation Order”), which confirmed the Chapter 11 Plan.[3]

On March 27, 2024, SAS AB commenced a Swedish company reorganization proceeding (Sw. företagsrekonstruktion) under the Swedish Act on Company Reorganization (Sw. lag (2022:964) om företagsrekonstruktion) in the Stockholm District Court, Case No. Ä 5580-24 (the “Swedish Reorganization”).

Pursuant to the Chapter 11 Plan and, insofar as it relates to Allowed General Unsecured Claims against SAS AB, the reorganization plan to be approved as part of the Swedish Reorganization (the “Swedish Reorganization Plan”), each holder of an Allowed Commercial Hybrid Bond Claim against SAS AB in Class 5 (collectively, the “Allowed Claims”), is entitled to receive CVNs and Available Cash in accordance with the terms set forth in the Chapter 11 Plan, Confirmation Order, and Swedish Reorganization Plan, as of the Effective Date.

The CVNs will be contingent value notes due in 2033, denominated in Euros, subject to limited recourse provisions and a springing maturity described in the terms and conditions of the CVNs, the form of which is included in the Information Regarding GUC Interests and Related GUC Documents, attached as Exhibit A to the Notice of Filing of Plan Supplement in Connection with Second Amended Joint Chapter 11 Plan of Reorganization of SAS AB and Its Subsidiary Debtors [ECF No. 2254] (as may be amended, modified, or supplemented from time to time, the “Plan Supplement”).  It is expected that the CVNs will be accepted for clearance through the facilities of Euroclear Bank SA/NV and Clearstream Banking S.A under common code 284863232 and ISIN code XS2848632324.

THE REGISTRATION FORM MUST BE COMPLETED AND SUBMITTED TO THE DEBTORS’ CLAIMS AND NOTICING AGENT, KROLL RESTRUCTURING ADMINISTRATION LLC (“KROLL”), ACCORDING TO THE INSTRUCTIONS SET FORTH BELOW IN ORDER FOR YOU TO RECEIVE ANY DISTRIBUTION OF CVNS AND/OR AVAILABLE CASH THAT YOU MAY BE ENTITLED TO IN ACCORDANCE WITH THE CHAPTER 11 PLAN, CONFIRMATION ORDER, AND SWEDISH REORGANIZATION PLAN. 

If you sell your Allowed Other General Unsecured Claim(s) prior to the Distribution Record Date, the transferee must submit the information requested in the Registration Form in order to receive any distributions of CVNs and/or Available Cash that such transferee may be entitled to on account of such Allowed Other General Unsecured Claim(s).  You should alert a potential transferee of such requirement.

2. CVNs

In order to receive the CVNs to which you are entitled, you must review and complete the registration form attached hereto as Exhibit 1 (the “CVN Registration Form”), including the investor questionnaire included as Part 4 therein.

Please return the completed CVN Registration Form to Kroll through Kroll’s electronic submission portal (the “E-Portal”) in accordance with the instructions below by no later than the Effective Date.

Submission through Kroll’s E-Portal system is the only valid method of submission.  Submission via physical or electronic mail will not be accepted.

If you do not timely deliver the CVN Registration Form, then you will be deemed a Disqualified Person.[4]  CVNs that would otherwise be distributable under the Chapter 11 Plan and Swedish Reorganization Plan, as applicable, to you or any other holders of Allowed Claims that are Disqualified Persons or Ineligible Holders,[5] in each case, will be issued to GLAS to be held as trust property in bare trust for the benefit of such Disqualified Persons or Ineligible Holders. 

Subject to any restrictions on transfer arising under applicable Law, the GUC Holding Period Trust Deed (as defined in the Plan Supplement), and the GUC Agreement, GLAS will, at the end of the Holding Period (as defined in the Plan Supplement), sell any remaining CVNs held by it as promptly as practicable and, subject to satisfaction of the required conditions set forth in the GUC Holding Period Trust Deed, release the proceeds from the sale of such CVNs to the respective Disqualified Persons or Ineligible Holders, as applicable.  Any Disqualified Person or Ineligible Holder who fails to timely and properly claim its share of the proceeds from the sale of such CVNs will, in each case, have such proceeds forfeited and reallocated by way of gift to Reorganized SAS AB in accordance with the GUC Holding Period Trust Deed.  A copy of the form of GUC Holding Period Trust Deed is attached as Appendix C to Exhibit A of the Notice of Filing of Plan Supplement in Connection with Second Amended Joint Chapter 11 Plan of Reorganization of SAS AB and Its Subsidiary Debtors [ECF No. 2254].

3. Available Cash

To the extent holders of Commercial Hybrid Bond Claims are entitled to distributions of Available Cash under the Chapter 11 Plan or Swedish Reorganization Plan, as applicable, such holders will receive any Available Cash to which they are entitled via Euroclear Sweden AB, Swedish Reg. No. 556112-8074, P.O. Box 191, 101 23 Stockholm, Sweden, SAS AB’s central securities depository and registrar in respect of the Commercial Hybrid Bond Claims, in accordance with these terms and conditions of such Commercial Hybrid Bond Claims.

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IF YOU FAIL TO TIMELY RETURN A PROPERLY COMPLETED REGISTRATION FORM IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH HEREIN, YOUR DISTRIBUTION IS SUBJECT TO FORFEITURE, AND YOU MAY BE DEEMED TO WAIVE ANY RIGHT TO ANY DISTRIBUTION OF CVNS IN ACCORDANCE WITH THE TERMS OF THE CHAPTER 11 PLAN AND SWEDISH REORGANIZATION PLAN.

Return completed documents for your CVNs to Kroll via the E-Portal system. 

To do so, please navigate to the Debtors’ case website at https://cases.ra.kroll.com/SAS/ and click on the link titled “Submit Registration Form for CVNs” found in the Quick Links section of the case website. 

Submission through the E-Portal system is the only valid method of submission.  Physical and electronic mail will not be accepted.

If you have any questions regarding the distribution registration procedures or need additional copies of the Registration Form or other related materials, please contact Kroll by (i) emailing SASIssuerServices@is.kroll.com, or (ii) calling Kroll at 844.242.7491 (US/Canada Toll-Free) (Toll Free) or +1 347.338.6450 (International).

PLEASE NOTE:  Kroll is the claims and noticing agent for the Debtors’ Chapter 11 Cases.  As such, Kroll cannot provide you with legal or financial advice.  If you have any questions about the legal or tax implications of providing this information, you should contact your attorney or tax advisor.

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[1] “CVNs” means Contingent Value Notes to be issued by SAS GUC Entity, a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, established in accordance with the Chapter 11 Plan and the GUC Documents (as defined in the Chapter 11 Plan) in the principal amount equal to a portion of the GUC Cash (as defined in the Chapter 11 Plan) as set forth in Section 5.4(b) of the Chapter 11 Plan.

[2] “Available Cash” means an aggregate amount of Cash (as defined in the Chapter 11 Plan) equal to the GUC Cash less the portion of GUC Cash funded to the GUC Entities (as defined in the Chapter 11 Plan) in the legal tender of the Kingdom of Sweden in accordance with the Chapter 11 Plan and the GUC Agreement (as defined in the Chapter 11 Plan) less the portion of the GUC Cash, if any, required to fund the Convenience Class Funding Amount (as defined in the Chapter 11 Plan).

[3] Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Chapter 11 Plan or the Confirmation Order, as applicable.

[4] “Disqualified Person(s)” means any holder of an Allowed Claim who fails to deliver the CVN Registration Form and any supporting documentation reasonably requested by the Debtors prior to the Effective Date.

[5] “Ineligible Holder” means any holder of an Allowed Claim who (i) is a “U.S. person” (as defined in Section 902(k)(1) of Regulation S of the Securities Act), and not a “qualified purchaser” (as defined in in Section 2(a)(51) of the Investment Company Act) or (ii) holds the right to receive CVNs in an amount that is less than the minimum denomination value of the CVNs.

CVN REGISTRATION FORM

Exhibit 1 to Registration Form for Distribution of CVNs Under Chapter 11 Plan and Swedish Plan

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Form or the Chapter 11 Plan (as defined in the Registration Form).

Holders of certain General Unsecured Claims, as well as holders of general unsecured claims in the Swedish Reorganization (each, a “GUC”), must use this CVN Registration Form to provide the necessary information and confirmations to receive delivery of CVNs, provided such Claims are Allowed as of the Effective Date. In this CVN Registration Form, “Allowed” or “Allowed General Unsecured Claim” also includes undisputed general unsecured claims in the Swedish Reorganization and “Disallowed” also includes a Claim (or a portion thereof) that has been disallowed by competent court or a settlement in relation to the Swedish Reorganization.

Holders of Commercial Hybrid Bond Claims must be holders of such Claims as of the CHB Record Date (the “Eligible CHB Holders”) and must provide a CHB Proof of Holdings along with their CVN Registration Form.

Holders of certain Allowed General Unsecured Claims, as well as holders of undisputed general unsecured claims in the Swedish Reorganization, that are entitled to receive distributions of Contributed GUC Cash held by the GUC Entity and represented by CVNs as of the Effective Date as set forth in the Plans (each, an “Eligible CVN Holder”) will be entitled to receive CVNs on the Issue Date.

Holders of Disputed Claims as of the Effective Date are not entitled to receive distributions under the Chapter 11 Plan or the Swedish Plan, as applicable, of Contributed GUC Cash held by the GUC Entity and represented by CVNs until (and only to the extent that) any such Disputed Claim becomes Allowed. To the extent a General Unsecured Claim entitled to receive CVNs under the Plans is a Disputed Claim as of the Effective Date, the GUC Entity will reserve distributions of Contributed GUC Cash held by the GUC Entity and will issue in trust the corresponding amount of CVNs the holder of such Disputed Claim would have otherwise been entitled to receive in accordance with the Plans (the “Reserved CVNs”). GUCs who are or become Eligible CVN Holders may be entitled to receive Pro Rata distributions of Reserved CVNs following the Effective Date to the extent Disputed Claims are ultimately Disallowed. Please refer to the section titled “Important Information–Disputed Claim Holding Period Trust for holders of certain Disputed Claims that are Disallowed” for further details.

If a Claim is Allowed in part and Disputed in part as of the Effective Date, the relevant holder of such Claim is entitled to receive distributions under the Chapter 11 Plan and Swedish Plan, as applicable, of Contributed GUC Cash held by the GUC Entity and represented by CVNs for the Allowed portion of such Claim.

A separate CVN Registration Form must be completed for each separate beneficial holding of, interest in, an Allowed General Unsecured Claim entitled to receive CVNs or a Disputed Claim that, if Allowed, would be entitled to receive CVNs under the Plans. If a GUC is appointing a Nominated Recipient to receive the CVNs, the relevant GUC and the Nominated Recipient must complete the form set out in Part 3 (Appointment of Nominated Recipient) hereof, to be delivered to Kroll as part of this CVN Registration Form.

INSTRUCTIONS FOR THE COMPLETION AND SUBMISSION OF THIS  CVN REGISTRATION FORM

This CVN Registration Form is divided into four parts as summarized below.

Before any part of this CVN Registration Form is completed, you should read this document and the Plans and, in particular, Section 5.4 of the Chapter 11 Plan, carefully. 

In accordance with the Chapter 11 Plan, each holder of an Allowed General Unsecured Claim in (i) Classes 3, 4, and 5 with respect to SAS AB and the Consolidated Debtors and (ii) Classes 3 and 5 with respect to the Gorm Blue Entities, as well as to holders of undisputed general unsecured claims in the Swedish Plan must submit a Validly Completed CVN Registration Form to receive the CVNs. Holders of  Disputed Claims can submit a Validly Completed CVN Registration Form but will receive their CVNs only if their Disputed Claims become Allowed.

In this CVN Registration Form:

IMPORTANT INFORMATION

Effective Date:

• This CVN Registration Form must be submitted to Kroll by no later than the Effective Date as set forth in the Registration Form by GUCs;
• As soon as possible after the Effective Date, SAS AB or an agent on its behalf will provide each GUC who is or becomes an Eligible CVN Holder who (a) is not a Disqualified Person or an Ineligible Person and (b) has returned a Validly Completed CVN Registration Form with (i) all information necessary to settle the CVNs on the Issue Date and (ii) any other documents related to the CVNs, as applicable.

Issue Date:

• On the Issue Date, the CVNs will be issued and distributed to each GUC who is or becomes an Eligible CVN Holder who (a) is not a Disqualified Person or an Ineligible Person, (b) has returned a Validly Completed CVN Registration Form and (c) has completed any subsequent instruction to receive the CVNs.

It is highly recommended that the completed CVN Registration Form is printed or saved as a PDF document after submission. Original paper copies of the CVN Registration Form are not required and should not be sent to Kroll as set forth in the Registration Form.

The CVNs will be issued and delivered on the Issue Date to you or your Nominated Recipient, provided that:

• you are a holder of an Allowed General Unsecured Claim as of the Effective Date;
• if you have not Validly Completed a CVN Registration Form by the Effective Date, all of your CVNs will be issued and transferred on the Issue Date to the Holding Period Trust;
• if you have Validly Completed a CVN Registration Form by the Effective Date but are a U.S. person unable to rely on any exemptions and are unable to, or fail to, designate a Nominated Recipient who is able to make the certifications in the CVN Registration Form, your CVNs will be issued and transferred on the Issue Date to the Holding Period Trust;
• if you are an Eligible CHB Holder and you have Validly Completed a CVN Registration Form by the Effective Date but have not provided an acceptable CHB Proof of Holdings, your CVNs will be issued and transferred on the Issue Date to the Holding Period Trust;
• any distributions of CVNs to a GUC who is or becomes an Eligible CVN Holder that Validly Completed a CVN Registration Form(s) or subsequently distributed by the Holding Period Trustee must not be below the Minimum Denomination. If you have Validly Completed a CVN Registration Form by the Effective Date but you would be entitled to CVNs below their Minimum Denomination, your CVNs will be issued and transferred on the Issue Date to the Allowed Claim Holding Period Trust; and
• if you have Validly Completed a CVN Registration Form by the Effective Date and you are neither a Disqualified Person nor an Ineligible Person but delivery of your CVNs has not been completed due to a failed trade on the Clearing Systems for whatever reason, your CVNs will be issued and transferred on the Issue Date to the Allowed Claim Holding Period Trust.

Allowed Claim Holding Period Trust for GUCs who are or become Eligible CVN Holders

If you (i) have not Validly Completed a CVN Registration Form by the Effective Date, (ii) have Validly Completed a CVN Registration Form by the Effective Date but are a U.S. person unable to rely on any exemptions and are unable to, or fail to, designate a Nominated Recipient who is able to make the certifications in the CVN Registration Form, (iii) have Validly Completed a CVN Registration Form by the Effective Date but you would be entitled to CVNs below their Minimum Denomination or (iv) have Validly Completed a CVN Registration Form by the Effective Date and you are neither a Disqualified Person nor a Ineligible Person but delivery of your CVNs has not been completed due to a failed trade on the Clearing Systems for whatever reason, your CVNs will be issued and transferred on the Issue Date to the Allowed Claim Holding Period Trustee and the Allowed Claim Holding Period Trustee will hold such CVNs in bare trust for your benefit in accordance with the Allowed Claim Holding Period Trust Deed until the earlier of the release of such CVNs being authorized in accordance with the Allowed Claim Holding Period Trust Deed or the end of the Allowed Claim Holding Period.

After the Effective Date but before the end of the Allowed Claim Holding Period, you, as CVN Beneficiary, may make a CVN Transfer Request to the Allowed Claim Holding Period Trustee to receive your CVNs that were issued and transferred on the Issue Date to the Allowed Claim Holding Period Trustee, provided that, among other things: (i) you are not an Ineligible Person; (ii) you have delivered to the Holding Period Trustee a completed and signed Transfer Request, CVN Account Holder Letter along with any know-your-customer and other additional information, representations or undertakings as the Allowed Claim Holding Period Trustee may reasonably request; (iii) you have provided any indemnification and/or security that the Allowed Claim Holding Period Trustee may in its discretion and for its own account (acting reasonably) require for any liability which it may incur in complying with your Transfer Request; (iv) you have delivered evidence satisfactory to the Allowed Claim Holding Period Trustee that you were a GUC who was an Eligible CVN Holder as of the Effective Date (or has legally and validly purchased a CVN Beneficiary’s rights to its CVNs following the Effective Date); (v) the transfer of CVNs does not violate any restrictions set forth in that certain GUC Entity Governance Agreement entered into as of the Effective Date, by and between SAS AB and the GUC Entity, as described in the Chapter 11 Plan; and (vi) you are not a sanctioned person and such transfer is not in breach of any law or regulation; all in accordance with the terms of the Allowed Claim Holding Period Trust Deed.

At the end of the Allowed Claim Holding Period, but before the Allowed Claim HPT Termination Date, the Allowed Claim Holding Period Trustee shall, as soon as reasonably practicable, use reasonable best efforts within a reasonable period of time, to sell or otherwise dispose of any CVNs still being held in bare trust for the benefit of the CVN Beneficiaries. The Allowed Claim Holding Period Trustee shall hold any proceeds from such sale or disposition in bare trust for each CVN Beneficiary until the Allowed Claim HPT Termination Date. After such sale or disposition has been completed but before the Allowed Claim HPT Termination Date, the Allowed Claim Holding Period Trustee will transfer your Pro Rata share of proceeds from such sale or disposition to you, provided that you have furnished all information required by the Allowed Claim Holding Period Trustee (acting reasonably) in accordance with the terms of the Allowed Claim Holding Period Trust Deed.

To the extent that the Allowed Claim Holding Period Trustee for any reason is not able, after having used reasonable best efforts and consulted with the GUC Entity, to sell any portion of the CVNs still being held in bare trust for the benefit of CVN Beneficiaries prior to the Allowed Claim HPT Termination Date, then the Allowed Claim Holding Period Trustee shall transfer any CVNs still being held in bare trust for the benefit of CVN Beneficiaries by the Allowed Claim Holding Period Trustee on the Allowed Claim HPT Termination Date by way of gift to the GUC Entity for cancellation.

From and after the Allowed Claim HPT Termination Date, each Eligible CVN Holder as of the Effective Date who has not claimed its CVNs will have no entitlement to such CVNs previously held on its behalf by the Allowed Claim Holding Period Trustee, and on the Allowed Claim HPT Termination Date, the Allowed Claim Holding Period Trustee shall transfer any remaining and unclaimed proceeds from the sale or disposition of any CVNs by way of gift to SAS AB.

Disputed Claim Holding Period Trust for holders of certain Disputed Claims as of the Effective Date

If your Claim is Disputed as of the Effective Date, Reserved CVNs on account of such Disputed Claim will be issued and transferred on the Issue Date to the Disputed Claim Holding Period Trustee, and the Disputed Claim Holding Period Trustee will hold such Reserved CVNs in bare trust for your benefit in accordance with the Disputed Claim Holding Period Trust Deed until the earlier of the release of such Reserved CVNs being authorized in accordance with the Disputed Claim Holding Period Trust Deed or the end of the Disputed Claim Holding Period.

If a Disputed Claim is Allowed after the Effective Date but before the end of the Disputed Claim Holding Period, you, as Reserved CVN Beneficiary, will receive the Reserved CVNs that were issued and transferred on the Issue Date to the Disputed Claim Holding Period Trustee on account of such Disputed Claim, provided that, among other things: (i) you are not an Ineligible Person; (ii) you have delivered to the Holding Period Trustee a completed and signed CVN Account Holder Letter (the contents of which will be substantially similar to the ones of this CVN Registration Form) along with any know-your-customer and other additional information, representations or undertakings as the Disputed Claim Holding Period Trustee may reasonably request; (iii) the transfer of CVNs does not violate any restrictions set forth in that certain GUC Entity Governance Agreement entered into as of the Effective Date, by and between SAS AB and the GUC Entity or the Chapter 11 Plan; and (iv) you are not a sanctioned person and such transfer is not in breach of any law or regulation, in each case in accordance with the terms of the Disputed Claim Holding Period Trust Deed.

At the end of the Disputed Claim Holding Period, but before the Disputed Claim HPT Termination Date, the Disputed Claim Holding Period Trustee shall, as soon as reasonably practicable, use reasonable best efforts within a reasonable period of time, to sell or otherwise dispose of any Reserved CVNs, with respect to any corresponding Disputed Claims that have been Allowed, still being held in bare trust for the benefit of Reserved CVN Beneficiaries that were not able to receive such Reserved CVNs in accordance with the terms of the Disputed Claim Holding Period Trust Deed. The Disputed Claim Holding Period Trustee shall hold any proceeds from such sale or disposition in bare trust for each Reserved CVN Beneficiary with respect to any corresponding Disputed Claims that have been Allowed until the Disputed Claim HPT Termination Date. After such sale or disposition has been completed but before the Disputed Claim HPT Termination Date, the Disputed Claim Holding Period Trustee will transfer your Pro Rata share of proceeds from such sale or disposition to you, provided that you have furnished all information required by the Disputed Claim Holding Period Trustee (acting reasonably) in accordance with the terms of the Disputed Claim Holding Period Trust Deed.

To the extent that the Disputed Claim Holding Period Trustee for any reason is not able, after having used reasonable best efforts and consulted with the GUC Entity, to sell any portion of the Reserved CVNs with respect to any corresponding Disputed Claims that have been Allowed still being held in bare trust for the benefit of Reserved CVN Beneficiaries prior to the Disputed Claim HPT Termination Date, then the Disputed Claim Holding Period Trustee shall transfer any Reserved CVNs still being held in bare trust for the benefit of Reserved CVN Beneficiaries by the Disputed Claim HPT Termination Date by way of gift to the GUC Entity for cancellation.

From and after the Disputed Claim HPT Termination Date, each of the Reserved CVN Beneficiaries will have no entitlement to the Reserved CVNs previously held on its behalf by the Disputed Claim Holding Period Trustee, and on the Disputed Claim HPT Termination Date, the Disputed Claim Holding Period Trustee shall transfer any remaining and unclaimed proceeds from the sale or disposition of any Reserved CVNs by way of gift to SAS AB.

Disputed Claim Holding Period Trust for holders of certain Disputed Claims that are Disallowed

If a Claim is Disputed as of the Effective Date and is subsequently Disallowed, Reserved CVNs on account of such Disputed Claim will be held by the Disputed Claim Holding Period Trustee in bare trust for the benefit of the Reserved CVN Beneficiaries as set forth in the Plans in accordance with the Disputed Claim Holding Period Trust Deed effective from the date any such Disputed Claim is Disallowed until the earlier of the release of such Reserved CVNs being authorized in accordance with the Disputed Claim Holding Period Trust Deed (but not before the Final Disallowance Date (as defined below)) or the end of the Disputed Claim Holding Period (all such Reserved CVNs being held in trust for the benefit of the Reserved CVN Beneficiaries, the “Unallocated Reserved CVNs”).

After the date on which the last Disputed Claim that would otherwise be entitled to receive distributions of Contributed GUC Cash in the form of CVNs becomes Allowed or Disallowed (the “Final Disallowance Date”) but before the end of the Disputed Claim Holding Period, Reserved CVN Beneficiaries will receive their Pro Rata share of Unallocated Reserved CVNs, provided that, with respect to each of Reserved CVN Beneficiary, among other things: (i) such Reserved CVN Beneficiary is not an Ineligible Person; (ii) each of such party has delivered any know-your-customer and other additional information, representations or undertakings as the Disputed Claim Holding Period Trustee may reasonably request; (iii) the transfer of Unallocated Reserved CVNs does not violate any restrictions set forth in that certain GUC Entity Governance Agreement entered into as of the Effective Date, by and between SAS AB and the GUC Entity or the Chapter 11 Plan; and (iv) each Reserved CVN Beneficiary is not a sanctioned person and such transfer is not in breach of any law or regulation; in each case in accordance with the terms of the Disputed Claim Holding Period Trust Deed.

At the end of the Disputed Claim Holding Period, but before the Disputed Claim HPT Termination Date, the Disputed Claim Holding Period Trustee shall, as soon as reasonably practicable, use reasonable best efforts within a reasonable period of time, to sell or otherwise dispose of any Unallocated Reserved CVNs still being held in bare trust for the benefit of the Reserved CVN Beneficiaries. The Disputed Claim Holding Period Trustee shall hold any proceeds from such sale or disposition in bare trust for each Reserved CVN Beneficiary until the Disputed Claim HPT Termination Date. After such sale or disposition has been completed but before the Disputed Claim HPT Termination Date, the Disputed Claim Holding Period Trustee will transfer the relevant share of proceeds from such sale or disposition to the Reserved CVN Beneficiaries, provided that such Reserved CVN Beneficiaries have furnished all information required by the Disputed Claim Holding Period Trustee (acting reasonably) in accordance with the terms of the Disputed Claim Holding Period Trust Deed.

To the extent that the Disputed Claim Holding Period Trustee for any reason is not able, after having used reasonable best efforts and consulted with the GUC Entity, to sell any portion of the Unallocated Reserved CVNs still being held in bare trust for the benefit of Reserved CVN Beneficiaries prior to the Disputed Claim HPT Termination Date, then the Disputed Claim Holding Period Trustee shall transfer any Unallocated Reserved CVNs still being held in bare trust for the benefit of Reserved CVN Beneficiaries by the Disputed Claim Holding Period Trustee on the Disputed Claim HPT Termination Date by way of gift to the GUC Entity for cancellation.

From and after the Disputed Claim HPT Termination Date, each Reserved CVN Beneficiary will have no entitlement to the Unallocated Reserved CVNs previously held on its behalf by the Disputed Claim Holding Period Trustee, and on the Disputed Claim HPT Termination Date, the Disputed Claim Holding Period Trustee shall transfer any remaining and unclaimed proceeds from the sale or disposition of any Unallocated Reserved CVNs by way of gift to SAS AB.

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By delivering this CVN Registration Form, the signatory/ies confirm(s) and warrant(s) that it is/they are a person(s) who, in accordance with the laws of the relevant jurisdiction, is/are acting under the authority of the GUC and is/are duly authorized to deliver this CVN Registration Form.

This CVN Registration Form and any non-contractual obligations arising out of or in relation to this CVN Registration Form shall be governed by, and interpreted in accordance with, English law.

Summary of the Contents of this CVN Registration Form

Part 1: GUC and Account Holder Administrative Information

This part must be completed in all cases by each GUC.  If the Account Holder is different from the GUC, the name and details of the GUC on whose behalf this CVN Registration Form is being submitted are required as well.  If an Account Holder is submitting this CVN Registration Form for multiple GUCs, a separate CVN Registration Form must be completed by an Account Holder in respect of each GUC.

If the Account Holder and the GUC are the same person or legal entity, any references in this CVN Registration Form to an “Account Holder” and “GUC” shall be treated as interchangeable.

Persons who are holders of Commercial Hybrid Bond Claims must be holders of such claims as of CHB Record Date and must provide a CHB Proof of Holdings along with their CVN Registration Form.

Part 2: CVNs

This part must be completed by a GUC or its Account Holder on its behalf in order to receive its CVNs to the extent such GUC is an Eligible CVN Holder as of the Effective Date.

Part 3: Appointment of a Nominated Recipient

This part must only be completed by a GUC or its Account Holder on its behalf if it intends to appoint a Nominated Recipient (who must be eligible to make the certifications in Part 4 (Investor Questionnaire)) to receive any of its CVNs.  The CVNs will not be transferred to any GUC or Nominated Recipient who is not an able to make the certifications in Part 4.

Part 4: Investor Questionnaire

This part must be completed and signed in all cases by the GUC and its Nominated Recipient (if appointed) if the GUC or its Nominated Recipient (if appointed) wishes to receive any of its CVNs, provided such GUC is an Eligible CVN Holder as of the Effective Date. 

If a GUC, provided it is an Eligible CVN Holder as of the Effective Date, or its Nominated Recipient wishes to receive any of its CVNs on the Issue Date, it must ensure that the Investor Questionnaire is Validly Completed, executed, and received by Kroll by the Effective Date as set forth in the Registration Form.

For the purposes of this paragraph, the expression “retail investor” means, (x) in the European Economic Area, a person who is one (or more) of the following: (i) a “retail client” as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of the Directive 2016/97/EU, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor”’ as defined in Regulation (EU) 2017/1129 (as amended) or (y) in the United Kingdom, a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a “qualified investor”’ as defined in Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.

Please provide a CHB Proof of Holdings for the above amount. If you fail to provide an acceptable CHB Proof of Holdings, you will not receive CVNs.

By ticking the box below, I/we __________________________ and _________________________ (name of person(s) completing this CVN Registration Form) hereby certify that I/we have the requisite authority to provide any representations, execute any documents and submit any information and documents included in or required by this CVN Registration Form on behalf of the GUC identified in Part 1 of this CVN Registration Form. 

By ticking the applicable boxes above, the GUC or its Account Holder on its behalf, expressly confirms, represents and warrants to SAS AB that:

in the case of ticking the “CVNs as a U.S. person” box, the GUC (or its Nominated Recipient), gives the confirmations, acknowledgements, representations, warranties and undertakings set out in Section 1 (US Persons), Section 3 (Qualified Purchaser) and Section 4 (Not a Qualified Purchaser), as applicable, of Part 5 hereof;

in the case of ticking the “CVNs as a non-U.S. person” box, the GUC (or its Nominated Recipient) gives confirmations, acknowledgements, representations, warranties and undertakings set out in Section 2 (Not a US Person) of Part 5 hereof.

To be completed by the GUC and, if applicable, its Nominated Recipient.

If no Investor Questionnaire is Validly Completed and submitted to Kroll by the Effective Date, the GUC, provided it is an Eligible CVN Holder as of the Effective Date, or its Nominated Recipient will not receive its CVNs and its CVNs will be transferred to the  Holding Period Trust.

1.    U.S. Person.  Please provide the following information regarding your status as a “U.S. person” (as defined in Regulation S promulgated by the United States Securities and Exchange Commission (the “SEC”) pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”) (the definition of which is set forth in Annex A attached hereto)).  Please check the applicable statement or statements.

ANNEX A – Regulation S Definition of US Person
(17 CFR § 230.902)

(k) U.S. person.

(1) “U.S. person” means:

(i) Any natural person resident in the United States;

(ii) Any partnership or corporation organized or incorporated under the laws of the United States;

(iii) Any estate of which any executor or administrator is a U.S. person;

(iv) Any trust of which any trustee is a U.S. person;

(v) Any agency or branch of a foreign entity located in the United States;

(vi) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(vii) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(viii) Any partnership or corporation if:

(A) Organized or incorporated under the laws of any foreign jurisdiction; and

(B) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Regulation D promulgated by the SEC pursuant to the Securities Act) who are not natural persons, estates or trusts.

(2) The following are not “U.S. persons”:

(i) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(ii) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(A) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(B) The estate is governed by foreign law;

(iii) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

(iv) An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(v) Any agency or branch of a U.S. person located outside the United States if:

(A) The agency or branch operates for valid business reasons; and

(B) The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

(vi) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

(l) United States. “United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

ANNEX B – Investment Company Act of 1940 Definition of Qualified Purchaser

(15 USC § 80a-2(a)(51))

(51) (A) “Qualified purchaser” means—

(i) any natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under section 80a–3(c)(7) of this title with that person’s qualified purchaser spouse) who owns not less than $5,000,000 in investments, as defined by the Commission;

(ii) any company that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for 2 or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons;

(iii) any trust that is not covered by clause (ii) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (i), (ii), or (iv); or

(iv) any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments.

(B) The Commission may adopt such rules and regulations applicable to the persons and trusts specified in clauses (i) through (iv) of subparagraph (A) as it determines are necessary or appropriate in the public interest or for the protection of investors.

(C) The term “qualified purchaser” does not include a company that, but for the exceptions provided for in paragraph (1) or (7) of section 80a–3(c) of this title , would be an investment company (hereafter in this paragraph referred to as an “excepted investment company”), unless all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with section 80a–3(c)(1)(A) of this title , that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as “pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) of any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a qualified purchaser. Unanimous consent of all trustees, directors, or general partners of a company or trust referred to in clause (ii) or (iii) of subparagraph (A) shall constitute consent for purposes of this subparagraph.