Commission Decision (EU) 2024/2549 of 29 November 2023 on State aid SA.57543 and SA.58342 (2020/NN) (ex 2020/N), implemented by the Kingdom of Denmark and the Kingdom of Sweden for Scandinavian Airlines System AB (notified under document C(2023) 8356)

Article 1

The aid that the Kingdom of Denmark and the Kingdom of Sweden granted to and implemented for Scandinavian Airlines System AB, amounting to SEK 9,54 billion, is compatible with the internal market, subject to the conditions set out in Article 2.

Article 2

The compatibility of the aid referred to in Article 1 is subject to the Kingdom of Denmark and the Kingdom of Sweden requiring from Scandinavian Airlines System AB, for the purpose of meeting the conditions of points 61 and 62 of the Temporary Framework, the issuance of additional capital securities to the Kingdom of Denmark and the Kingdom of Sweden increasing the remuneration of those Member States on the COVID-19 shares that they respectively acquired with the aid referred to in Article 1 via the subscription of new common shares of Scandinavian Airlines System AB.
The issuance of the instruments mentioned in the first paragraph will take place after 4 years (if the Kingdom of Denmark and/or the Kingdom of Sweden have not sold at least 40 % of the COVID-19 shares they acquired) and 6 years (if the Kingdom of Denmark and/or the Kingdom of Sweden have not sold their COVID-19 shares in full) following the date of the grant of the aid referred to in Article 1.
To issue the instruments referred to in the first paragraph, Scandinavian Airlines System AB will either (i) amend the terms of the State hybrid notes issued by that undertaking to the Kingdom of Denmark and the Kingdom of Sweden to increase the amount payable thereunder; or (ii) issue a new instrument to the Kingdom of Denmark and the Kingdom of Sweden under the same terms and conditions as the State hybrid notes issued by that undertaking to the Kingdom of Denmark and the Kingdom of Sweden.
The increase in remuneration provided under the instruments referred to in the first paragraph will correspond to an increase of 10 % of the amount resulting from multiplying the number of shares of Scandinavian Airlines System AB held respectively by the Kingdom of Denmark and the Kingdom of Sweden, which are not yet sold before the dates indicated in paragraph 2 and which exceed the number of shares that those Member States respectively held in that undertaking prior to the grant of the aid referred to in the first paragraph, by the higher of (i) SEK 1,16 or (ii) the volume-weighted average price paid for the shares of Scandinavian Airlines System AB on Nasdaq Stockholm during a period of 20 trading days immediately preceding the fifth trading day prior to the activation of the step-up at the time indicated in paragraph 2. The additional principal amount resulting from this calculation will be adjusted in order to account for the expected future cash flows associated with that additional nominal amount of capital securities, discounted at an appropriate market rate reflecting their terms and conditions and the riskiness of the issuer at the time indicated in paragraph 2.

Article 3

The Kingdom of Denmark and the Kingdom of Sweden shall inform the Commission, within 2 months of notification of this Decision, of the measures taken to comply with the conditions set out in Article 2.

Article 4

This Decision is addressed to the Kingdom of Denmark and the Kingdom of Sweden.

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