Convening notice Combined Ordinary and Extraordinary Shareholders Meeting

Transcription

1 Convening notice Combined Ordinary and Extraordinary Shareholders Meeting Thursday July 10, 2008 at 14h30 at the Carrousel du Louvre, 99, rue de Rivoli Paris, France Agenda 3 How to participate in the General Shareholders Meeting 4 The Air France-KLM group in Parent company results over the past five financial years 11 Composition of the Board of Directors at March 31, Presentation of the resolutions and projects 20 Summary of the current financial authorizations 25 Statutory Auditors reports 26 Request for documentation and information 31

2 Dear Shareholder, I am delighted to invite you to the Combined Ordinary and Extraordinary Air France-KLM General Shareholders Meeting, to be held at 14h30 on Thursday July 10, 2008 at the Carrousel du Louvre, 99 rue de Rivoli, Paris, France. Attended by the members of the Board of Directors and the Group s senior management, the General Shareholders Meeting is the opportunity for sharing information, exchange and dialogue, and for you to vote on the resolutions submitted for the Meeting s approval. I very much hope you will be able to participate, either by attending personally, or by arranging to be represented by your spouse or another shareholder, or by voting by mail. Alternatively, you may authorize the Chairman of the General Shareholders Meeting to vote on your behalf. Thank you for the consideration that you will give to these resolutions. Yours faithfully, Jean-Cyril Spinetta Chairman and Chief Executive Offi cer Air France-KLM 2

3 Agenda I. Ordinary business 1. ı Approval of the corporate fi nancial statements for the fi scal year ended March 31, ı Approval of the consolidated fi nancial statements for the fi scal year ended March 31, ı Appropriation of net income for the fi scal year ended March 31, 2008 and dividend distribution 4. ı Approval of the agreements referred to in article L of the French Commercial Code 5. ı Renewal of the mandate of a principal Statutory Auditor 6. ı Appointment of an alternate Statutory Auditor 7. ı Authorization to be given to the Board of Directors to perform operations in the company s shares II. Extraordinary business 8. ı Amendment of article 18 of the bylaws 9. ı Powers to accomplish formalities Convening notice - Combined Ordinary and Extraordinary Shareholders Meeting ı Air France-KLM 3

4 How to participate in the General Shareholders Meeting Conditions for participating in the Meeting Every shareholder, irrespective of how many shares he or she holds, has the right to attend and to vote in the General Shareholders Meeting. Recent regulatory changes have led to the introduction of a record date which corresponds with the establishment of a list of Meeting attendees and, specifi cally, the shareholders empowered to vote. The right to participate in the Meeting is now subject to the registration of the shares at least three business days prior to the date of the Meeting. For the Air France-KLM Combined Ordinary and Extraordinary General Shareholder s Meeting on July 10, 2008, this date is thus July 7, 2008 at 0h00 (Paris time). How do I exercise my right to vote? As a shareholder, you have several ways to exercise your right to vote: by attending the Meeting in person; by giving the Chairman the power to vote on your behalf; by being represented by your spouse or another shareholder; by voting by mail. You wish to attend the meeting in person If you hold your shares in bearer form You must request an admission card from your fi nancial intermediary, who will send to Société Générale Service Assemblées BP Nantes Cedex 03, France a certifi cate proving that your shares were registered on the record date. If you sell the shares between the moment you indicate your intention to vote and the third business day before the Meeting, i.e. July 7, 2008, your fi nancial intermediary must notify the company of the sale and forward the necessary information. After this date, no notifi cation is necessary. If you hold your shares in registered form You must check the corresponding box in the enclosed admission card request form and return it to Société Générale, Air France-KLM s agent, at the following address: Société Générale Service Assemblées BP Nantes Cedex 03, France. If you forget to do this, you can still participate in the Meeting providing you bring proof of identity. In the event the admission card you have requested has not arrived three days before the General Shareholders Meeting, you can fi nd out about its status by contacting the Société Générale admission card call center from Monday to Friday between 8h30 and 18h00 Paris time on (from France: 0.125/minute excluding VAT). 4

5 How to participate in the General Shareholders Meeting You wish to give the Chairman the power to vote on your behalf All you need do is check the box I hereby give my proxy to the Chairman of the Meeting, then date and sign the form, fi lling nothing in, and send it to Société Générale Service Assemblées BP Nantes Cedex 03, France, to arrive no later than July 7, You thus give the Chairman of Air France-KLM the power to vote in favo r of the resolutions presented by the Board of Directors. You wish to vote by mail All you need do is check the box I vote by post and send the mail voting form, dated and signed, to arrive no later than July 7, 2008, to Société Générale Service Assemblées BP Nantes Cedex 03, France. You wish to be represented by your spouse or another shareholder All you need do is check the box I hereby appoint, fi ll in the contact details of your representative at the Meeting, then date and sign the form. Your representative may be your spouse or another Air France-KLM shareholder. Shareholders representing other shareholders need to send the proxies in their possession to Société Générale Service Assemblées BP Nantes Cedex 03, France to arrive no later than July 7, 2008, so that the Company can note this on the attendance list. You can also download the mail voting form from the company s website: nance.com. Convening notice - Combined Ordinary and Extraordinary Shareholders Meeting ı Air France-KLM 5

6 How to participate in the General Shareholders Meeting How do I ask a question during the Meeting? The Meeting is the opportunity for privileged access during which you are able to put a question to the Chairman during the question and answer session preceding the vote on the resolutions. You may also submit a question in writing by registered letter, accompanied by a registration certifi cate for shares held either in registered or bearer form, at least four business days before the Shareholders Meeting, i.e. July 4, 2008, to be sent to Air France-KLM DB-AJ 45, rue de Paris Roissy CDG Cedex, France. How do I request the documentation? The corporate and consolidated fi nancial statements, the management report of the Board of Directors and any other documentation and information referred to in article R of the French Commercial Code may be sent to any shareholder in the company. Just fi ll in the form provided on page 31 and send it to Société Générale - Service Assemblées - BP Nantes Cedex 03, France, at least fi ve days before the date of the Meeting, i.e. July 5,

7 How to participate in the General Shareholders Meeting How do I fill in the form? You would like to attend the Meeting and receive your admission card. Check box A You cannot attend the Meeting and would like to vote by mail or be represented. Check box B To give the Chairman the power to vote on your behalf, all you need do is date and sign the bottom of the form, without forgetting to check box D above. To give the power to your spouse or another Air France-KLM shareholder to represent you at the Meeting: check box E and enter the contact details of this individual. A B IMPORTANT : avant d exercer votre choix, veuillez prendre connaissance des instructions situées au verso / Before selecting, please see instructions on reverse side. QUELLE QUE SOIT L OPTION CHOISIE, DATER ET SIGNER AU BAS DU FORMULAIRE / WHICHEVER OPTION IS USED, DATE AND SIGN AT THE BOTTOM OF THE FORM A. Je désire assister à cette assemblée et demande une carte d admission : dater et signer au bas du formulaire / I wish to attend the shareholder s meeting and request an admission card : date and sign at the bottom of the form. B. J utilise le formulaire de vote par correspondance ou par procuration ci-dessous, selon l une des 3 possibilités offertes / I prefer to use the postal voting form or the proxy form as specified below. CADRE RESERVE / For Company s use only Identifiant / Account AIR FRANCE - KLM ASSEMBLÉE GÉNÉRALE MIXTE DU JEUDI 10 / 07 / 2008 à 14 h 30 Nominatif VS / single vote 2, rue Robert Esnault Pelterie Registered PARIS - FRANCE Nombre Number VD / double vote d actions of shares AU CAPITAL DE Porteur / Bearer RCS Paris Nombre de voix / Number of voting rights : C JE VOTE PAR CORRESPONDANCE / I VOTE BY POST Cf. au verso renvoi (3) - See reverse (3) Je vote OUI à tous les projets de résolutions présentés ou agréés Sur les projets de résolutions non agréés par par le Conseil d Administration ou le Directoire ou la Gérance, le Conseil d Administration ou le Directoire ou à l EXCEPTION de ceux que je signale en noircissant comme la Gérance, je vote en noircissant comme ceci la case correspondante et pour lesquels je vote NON ceci la case correspondant à mon choix. ou je m abstiens. I vote FOR all the draft resolutions approved by the Board of On the draft resolutions not approved by the Directors EXCEPT those indicated by a shaded box - like this, Board of Directors, I cast my vote by shading for which I vote against or I abstain. the box of my choice - like this. D JE DONNE POUVOIR AU PRÉSIDENT DE L'ASSEMBLÉE GÉNÉRALE dater et signer au bas du formulaire, sans rien remplir I HEREBY GIVE MY PROXY TO THE CHAIRMAN OF THE MEETING date and sign the bottom of the form without completing it cf. au verso renvoi (2) - See reverse (2) E JE DONNE POUVOIR A : (soit le conjoint, soit un autre actionnaire - cf. renvoi (2) au verso) pour me représenter à l assemblée / I HEREBY APPOINT (you may give your PROXY either to your spouse or to another shareholder - see reverse (2)) to represent me at the above mentioned meeting. M, M me ou M elle / Mr, M rs or Miss Adresse / Address A Oui/ Yes Non/No Abst/Abs F Oui/ Yes Non/No Abst/Abs B C G H Nom, Prénom, Adresse de l actionnaire (si ces informations figurent déjà, les vérifier et les rectifier éventuellement) - Surname, first name, address of the shareholder (if this information is already supplied, please verify and correct if necessary) Cf. au verso renvoi (1) - See reverse (1) D J E K Si des amendements ou des résolutions nouvelles étaient présentés en assemblée / In case amendments or new resolutions are proposed during the meeting. - Je donne pouvoir au Président de l'a.g. de voter en mon nom. / I appoint the Chairman of the meeting to vote on my behalf... - Je m abstiens (l abstention équivaut à un vote contre). / I abstain from voting (is equivalent to a vote against) Je donne procuration (cf. au verso renvoi 2) à M, M me ou M elle... pour voter en mon nom / I appoint (see reverse (2)) M r, M rs or Miss / to vote on my behalf Pour être prise en considération, toute formule doit parvenir au plus tard : In order to be considered, this completed form must be returned at the latest Date & Signature à la BANQUE / to the Bank à la SOCIÉTÉ / to the Company 07/07/ /07/2008 To vote by mail : check box C You vote YES to a resolution by leaving the numbered box corresponding with this resolution empty. You vote NO to a resolution or you abstain by blackening the numbered box corresponding with this resolution. Whatever your choice, please do not forget to date and sign the form here. Please provide your surname, first name and address below or check that they have already been entered. Convening notice - Combined Ordinary and Extraordinary Shareholders Meeting ı Air France-KLM 7

8 The Air France-KLM group in Brief presentation The year was characterized by: a sharp rise in the oil price; a marked appreciation in the euro relative to other currencies; a deterioration in the macro-economic environment during the second half linked to the fi nancial crisis; the coming into force of the Open Skies agreement between the United States and Europe. Within this context, the Air France-KLM group achieved excellent results for the fi nancial year with operating income at a record 1.41 billion (+13.3%) for revenues of billion (+4.5%). Pre-tax income of fully integrated companies amounted to 1.15 billion (+2.8%) after a provision of 530 million linked to the current status of the US and European antitrust authorities investigations into the air cargo industry. As a result, net income, Group share stood at 987 million (-16.0%). Excluding exceptional items (cargo provision and gain on Amadeus), net income, Group share would have risen by 10.8%. Information by business Passenger business With a passenger fl eet of 543 aircraft in operation, the Group operates 2,500 daily fl ights to 258 destinations, of which 134 medium-haul and 124 long-haul. This network is organized around the powerful hubs of Paris-CDG and Amsterdam Schiphol, linked by around 15 daily fl ights. The passenger business had a good year with a further increase in traffi c (+3.9%). Capacity was increased by 4.6% and the load factor remained high at 80.8% (-0.6 of a point). The Group carried 74.8 million passengers (+0.7%), generating revenues of billion, up by 4.3% despite a negative currency impact of 2.2%. Operating income was up by 21% at 1.29 billion after a negative impact of around 75 million linked to the various strikes at Air France. Operating income has practically doubled in the space of two years, confi rming the successful integration of the two companies. Cargo business The fi nancial performance of the cargo business improved markedly in the second half. In the fi rst half, traffi c declined by 1.2% on stable capacity (+0.3%) with an operating loss of 29 million whereas, in the second half, traffi c rose by 3.1% with a 2.7% increase in capacity and operating income of 68 million. In addition to robust unit revenues in the second half, the improvement also stemmed from the renewal of the fl eet. For the year as a whole, the cargo business generated revenues of 2.93 billion (+0.7%) and operating income of 39 million (-37.1%). Maintenance business The merger between Air France and KLM has enabled the Group to extend the range of products offered in combining the complementarities in terms of aircraft types handled and the production capacities of Air France, known under the brand Air France Industries (AFI) and those of the KLM Engineering & Maintenance division. The maintenance business maintains the Group s fl eet and those of 150 customers, handling more than 900 aircraft over the course of the fi nancial year. Third-party revenues in the maintenance business were affected by the depreciation in the dollar and remained virtually fl at at 969 million compared with 977 million at March 31, Operating income, however, surged by 43% from 44 million to 63 million (+43%) at March 31, Other main activities The main businesses in this segment are leisure (transavia.com) and catering (mainly Servair). Revenues from these businesses amounted to 1.1 billion against 821 million the previous year (+29.2%). This improvement was due to a good level of activity at Servair as well as the full consolidation of a subsidiary previously accounted under the equity method and the launch of transavia.com France in May Operating income totaled 12 million compared with 67 million a year earlier, including 27.4 million for catering and 1.6 million for leisure which was impacted by the launch costs of the French subsidiary of transavia.com. 8

9 The Air France-KLM group in Air France-KLM group fleet At March 31, 2008, the Air France-KLM group fl eet amounted to 622 aircraft, of which 607 were in operation compared with 591 and 569, respectively, at March 31, The main fl eet comprises 408 aircraft, of which 159 long-haul, 16 cargo and 233 medium-haul aircraft including 33 aircraft in the transavia.com fl eet. The regional fl eet comprises 214 aircraft. 299 aircraft are fully owned (48% of the fl eet compared with 46% the previous year), 121 aircraft are under fi nance leases, or 20% of the fl eet (22% at March 31, 2007) and 185 aircraft are under operating lease (32% of the fl eet versus 31% at March 31, 2007). There were fi rm orders for 105 aircraft at March 31, 2008, of which 30 were orders for regional aircraft, and options amounted to 63 aircraft including 22 regional aircraft. Financial results Revenues increased by 4.5% after a negative currency impact of 2.3% to billion for production measured in equivalent available seat-kilometers (EASK) up by 4.8%. Unit revenue per EASK was stable (-0.1%) but rose by 2.3% on a constant currency basis. Operating costs rose by 4.0% to billion. This rise was limited to 3.2% excluding fuel costs. Unit costs per EASK declined by 0.6% and by 1% on a constant currency and fuel price basis, thereby meeting the objective set by the Challenge 10 cost-saving plan. The fuel bill for the year rose by 7.4% to 4.57 billion after a volume effect of 3%, a price effect after hedging of 14% and a favorable currency effect of 9%. Employee costs ( 7 billion) rose by 4.9% for headcount up by 1.6% to 104,659 employees (+0.9% on a constant scope). Operating income amounted to 1.41 billion against 1.24 billion a year earlier, a rise of 13.3%. The adjusted operating margin (1) amounted to 6.7% (+0.4 of a point). Income from operating activities rose by 3.2% to 1.27 billion ( 1.23 billion in the previous year). Excluding exceptional items (cargo provision and proceeds from Amadeus), it would have increased by 23%. Interest charges continued to fall from 140 million at March 31, 2007 to 99 million at March 31, 2008 (-29.3%). Pre-tax income of fully integrated companies amounted to 1.15 billion. After a tax charge of 358 million ( 248 million at March 31, 2007) and a negative contribution of 24 million from associates, net income, Group share, stood at 748 million compared with 891 million a year earlier (-16.0%). Excluding exceptional items, it would have risen by 10.8%. Earnings per share amounted to 2.63 compared with 3.35 at March 31, Diluted earnings per share was 2.47 ( 3.05 at March 31, 2007). Air France-KLM group investments and financing Tangible and intangible investments amounted to 2.34 billion, the same level as last year. They were fi nanced by operating cash fl ow of 2.59 billion after 308 million of exceptional expenditure (2) ( 2.85 billion at March 31, 2007). The proceeds from asset disposals amounted to 282 million ( 160 million at March 31, 2007). Free cash fl ow amounted to 820 million, 188 million more than in the previous year. The Group s cash position stood at 4.39 billion, up by some 500 million. In addition, the Group still has credit facilities of 1.95 billion. The balance sheet was further strengthened over the year, with net debt down by 1.1 billion at 2.69 billion and shareholders funds of billion of which the value of derivative instruments represented 1.82 billion. The gearing ratio thus fell from 0.45 at March 31, 2007 to 0.25 at March 31, 2008 and from 0.48 to 0.31 without derivatives. Air France-KLM parent company results As a holding company, Air France-KLM has no operating activity. Its activity comprises royalties paid by the two operating subsidiaries for use of the Air France-KLM logo, less fi nancial communication expenses, statutory auditors fees and payroll costs for corporate offi cers. The operating result thus amounted to a modest 3 million loss. After dividends received of 221 million, including an Air France interim dividend in respect of the fi nancial year amounting to 50 million, net income stood at 198 million. (1) Operating income adjusted for the portion of operating leases corresponding to fi nancial charges (34%). (2) Balance of 110 million relating to the 2005 shares-for-salary scheme and additional payment of 198 million to the Air France retirement indemnity fund. Convening notice - Combined Ordinary and Extraordinary Shareholders Meeting ı Air France-KLM 9

10 The Air France-KLM group in Dividend A dividend of 58 euro cents in respect of the fi nancial year will be submitted for approval to the General Shareholders Meeting of July 10, Share capital and shareholder structure At March 31, 2008, the Air France-KLM, share capital comprised 300,219,278 fully paid up shares with a nominal value of 8.50 held in registered or bearer form according to shareholder preference. Each share has one voting right attached and there are no specifi c rights attached to the shares. There are no securities not representing the share capital. 10

11 Parent company results over the past fi ve fi nancial years Year ended March Air France published fi gures 1. Share capital at year end Share capital (in euros) 2,551,863,863 2,374,608, ,289,759,903 2,289,759,903 1,868,137,539 Number of ordinary shares outstanding 300,219, ,365, ,383, ,383, ,780,887 Number of shares with a priority dividend Maximum number of shares that may be created: - By bond conversion 22,609,143 22,609,756 21,951, By exercise of subscription rights - 21,064,433 30,060,411 30,062, Transactions and results for the year (in thousands of euros) Net revenues ,344,755 Net income before income tax, employee profi t sharing, net depreciation, amortization and provisions 228, ,721 (4,031) (30,307) 507,682 Income tax (5,496) (4,465) (997) (3,426) 15,945 Employee profi t-sharing for the year Net income/(loss) after income tax and employee profi t-sharing, net depreciation, amortiz ation and provisons 198, ,744 (1,506) (33,359) (452,558) Distributed net income - 134,095 80,783 40,407 13, Per share data (in euros) Net income after income tax and employee profi t sharing but before net depreciation, amortization and provisions (0.1) 2.24 Net income/(loss) after income tax, employee profi t-sharing, net depreciation, amortization and provisions (0.00) (0.12) (2.06) Dividend per share 0.58 (1) Employees Average number of employees during the year ,788 Total payroll costs (in thousands of euros) ,639,480 Employee welfare contributions and similar charges (Social Security, employee organizations, etc.) (in thousands of euros) ,878 (1) Subject to the resolution to be submitted to the Shareholders Meeting on July 10, Convening notice - Combined Ordinary and Extraordinary Shareholders Meeting ı Air France-KLM 11

12 Composition of the Board of Directors at March 31, 2008 Directors appointed by the Shareholders Meeting Jean-Cyril Spinetta Chairman and Chief Executive Officer of Air France-KLM. First appointed: September 23, Expiration date of current term of office: Shareholders Meeting called to approve the fi nancial statements for the year ending March 31, Number of shares held in the company s stock: 65,349 shares. Chairman of the Air France-KLM strategy committee. Other directorships French companies: Chairman and Chief Executive Offi cer of Air France, Director of Saint-Gobain and of Alcatel-Lucent, permanent representative of Air France on the Board of Directors of Le Monde Entreprises. Others: Member of the IATA (International Air Transport Association) Board of Governors (Canada) and member of the Board of Paris Europlace. Directorships held in the last five years and having expired Non-French companies: Director of Unilever (United Kingdom) until July 2007 and of Alitalia (Italy), until January Others: Chairman of the IATA Board of Governors (Canada) until June Born October 4, 1943, Mr. Spinetta is a graduate of the Institut des Sciences Politiques de Paris and of the École Nationale d Administration. Leo M. van Wijk Vice-Chairman of the Board of Directors. First appointed: June 24, Expiration date of current term of office: Shareholders Meeting called to approve the fi nancial statements for the year ending March 31, Number of shares held in the company s stock: 3,565 shares. Member of the Air France-KLM strategy committee. Other directorships Non-French companies: Member of the Supervisory Board of Martinair (Netherlands), of Aegon N.V and of Randstad Holding N.V (Netherlands). Directorships held in the last five years and having expired Non-French companies: Member of the Supervisory Board of Kennemer Gasthuis (Netherlands) until December 2007, member of the Advisory Board of ABN Amro Holding (Netherlands) until December 2007, President of the KLM Management Board (Netherlands) until July 2007 and Director of Northwest Airlines (USA) until May Born October 18, 1946, Mr. van Wijk, a Dutch national, holds a Masters degree in Economic Sciences. 12

13 Composition of the Board of Directors at March 31, 2008 Patricia Barbizet Chief Executive Officer and Director of Artémis. First appointed: January 3, Expiration date of current term of office: Shareholders Meeting called to approve the fi nancial statements for the year ending March 31, Number of shares held in the company s stock: 2,270 shares. Member of the Air France-KLM strategy and appointments committees. Other directorships French companies: Vice-Chairman of the Board of Directors of Pinault- Printemps-Redoute, member of the Supervisory Board of Yves Saint-Laurent, member of the Supervisory Board and Chief Executive Offi cer of Financière Pinault, Director of FNAC, Bouygues, TF1 and of the Société Nouvelle du Théâtre Marigny, Artémis Permanent representative on the Board of Directors of Sebdo Le Point and L Agefi, member of the Management Board of Château Latour and Chairman of the Board of Directors of Piasa. Non-French companies: Chief Executive Offi cer and Director of Palazzo Grassi (Italy), member of the Supervisory Board of Gucci (Netherlands), Chairman and Director of Christie s International plc (United Kingdom) and Director of Tawa (United Kingdom) since July Directorships held in the last five years and having expired French companies: Chairman and Chief Executive Offi cer of Piasa until April 2007, permanent representative of Artémis on the Bouygues Board of Directors until December 2005, Chairman of the Société Nouvelle du Théâtre Marigny until June 2005 and Chairman and member of the Supervisory Board of Yves Saint-Laurent Parfums until February Non-French companies: Director of AFIPA (Switzerland) until October 2006 Born April 17, 1955, Ms. Barbizet is a graduate of the École Supérieure de Commerce de Paris. Frits Bolkestein First appointed: November 22, Expiration date of current term of office: Shareholders Meeting called to approve the financial statements for the year ending March 31, Number of shares held in the company s stock: 10 shares. Other directorships Non-French companies: Member of the Supervisory Board of de Nederlandsche Bank (Netherlands). Others: Chairman of Telders Foundation (Netherlands). Directorships held in the last five years and having expired Non-French companies: Advisor to Pricewaterhouse Coopers (Netherlands) until December Others: Member of the European Commission (Belgium) until November Born April 4, 1933, Mr. Bolkestein, a Dutch national, was a Member of the European Commission between 1999 and Convening notice - Combined Ordinary and Extraordinary Shareholders Meeting ı Air France-KLM 13

14 Composition of the Board of Directors at March 31, 2008 Jean-François Dehecq Chairman of the Board of Directors of Sanofi-Aventis. First appointed: January 25, Expiration date of current term of office: Shareholders Meeting called to approve the fi nancial statements for the year ending March 31, Number of shares held in the company s stock: 523 shares. Member of the Air France-KLM audit and appointments committees. Other directorships French companies: Director of Veolia Environnement. Others: Chairman of ENSAM (École Nationale Supérieure d Arts et Métiers), Director of the French National Research Agency, Chairman of the National Association for Technical Research, member of the French Foundation for Research into Epilepsy, Director of the École Nationale Supérieure des Mines de Paris, Vice-Chairman of EFPIA (European Federation of Pharmaceutical Industries and Associations, Belgium). Directorships held in the last five years and having expired French companies: Director of Société Financière des Laboratoires de Cosmétologie Yves Rocher until June 2007, Chairman and Chief Executive Offi cer of Sanofi -Aventis until December 31, 2006, member of the Aventis Supervisory Board until December 2004, Director of Péchiney until December Non-French companies: Chairman and Director of Sanofi -Synthelabo Daiichi Pharmaceuticals Co. (Japan) until 2006, Director of Fujisawa Sanofi -Synthelabo Inc. (Japan) until June 2005, Director of Sanofi -Synthelabo Inc. (United States) until November Others: Member of the Supervisory Board of the Agency for Industrial Innovation until December 2007, Director of UNIFEM, Finance Management until September 2006, Chairman of the Conservatoire National des Arts et Métiers until 2005, member of the French Council of INSEAD until Born January 1, 1940, Mr. Dehecq is a graduate of the École Nationale des Arts et Métiers. Jean-Marc Espalioux Chairman of Financière Agache Private Equity. First appointed: September 14, Expiration date of current term of office: Shareholders Meeting called to approve the financial statements for the year ending March 31, Number of shares held in the company s stock: 601 shares. Chairman of the Air France-KLM remuneration and appointments committees. Other directorships French companies: Director of Veolia Environnement, member of the Supervisory Boards of Groupe Flo, Homair Vacances and Lyparis, non-voting Director on the Supervisory Board of the Caisse Nationale des Caisses d Épargne. Directorships held in the last five years and having expired French companies: Member of the Supervisory Board of Club Méditerranée until January 2006, Accor permanent representative on the Supervisory Board of Groupe Lucien Barrière until January 2006, Director of Fiat France, Crédit Lyonnais and Vivendi Environnement until Non-French companies: Chairman of Accor UK until January Born March 18, 1952, Mr. Espalioux is a graduate of the Institut des Sciences Politiques de Paris and of the École Nationale d Administration. Pierre-Henri Gourgeon Deputy Chief Executive Officer of Air France-KLM. First appointed: January 25, Expiration date of current term of office: Shareholders Meeting called to approve the financial statements for the year ending March 31, Number of shares held in the company s stock: 45,797 shares. Other directorships French companies: Chief Operating Offi cer of Air France and permanent representative of Air France-KLM on the Board of Directors of Air France, Vice-Chairman of the Board of Directors of Amadeus IT Group, member of the Supervisory Board of Steria. Directorships held in the last five years and having expired French companies: Director of Autoroutes du Sud de la France until March 2006, Chairman of Amadeus GTD until September 2005 and Director of Amadeus France until November Born April 28, 1946, Mr. Gourgeon is a graduate of the École Polytechnique and the École Nationale Supérieure de l Aéronautique. He is also a graduate of the California Institute of Technology. 14

15 Composition of the Board of Directors at March 31, 2008 Cornelis J. A. van Lede First appointed: June 24, Expiration date of current term of office: Shareholders Meeting called to approve the financial statements for the year ending March 31, Number of shares held in the company s stock: 1,000 shares. Member of the Air France-KLM remuneration committee. Other directorships French companies: Director of Air Liquide. Non-French companies: Chairman of the Supervisory Board of Heineken (Netherlands) and member of the Supervisory Board of Philips Electronics (Netherlands). Others: Chairman of the Board of Directors of INSEAD (Institute of Business Administration) (Canada). Directorships held in the last five years and having expired Non-French companies: Member of the Supervisory Board of Stork (Netherlands) until January 2008, Director of Reed Elsevier (Netherlands) until May 2007, Director of Sara Lee Corp (Netherlands) until April 2007, Chairman of the Management Board of Akzo Nobel N.V (Netherlands) until 2003 and member of the Supervisory Board of Akzo Nobel N.V until May 2007, Chairman of the Supervisory Board of de Nederlandsche Bank (Netherlands) until October 2004 and Director of Scania AB (Sweden) until May Born November 21, 1942, Mr. van Lede, a Dutch national, was Chairman of the Management Board of Akzo Nobel between 1994 and Pierre Richard Chairman of the Board of Directors of Dexia. First appointed: October 20, Expiration date of current term of office: Shareholders Meeting called to approve the financial statements of the year ending March 31, Number of shares held in the company s stock: 401 shares. Chairman of the Air France-KLM audit committee and member of the remuneration committee. Other directorships French companies: Chairman of the Board of Directors of Dexia Crédit Local, Director of Generali France Holding and of EDF Énergies Nouvelles, member of the Supervisory Board and Director of Le Monde Group. Non-French companies: Vice-Chairman of the Board of Directors of Dexia Banque (Belgique), Director of Dexia Banque International (Luxembourg), expert member of the Board of Directors of the European Investment Bank (Luxembourg). Others: Vice-Chairman of the French Association of Banks and member of the Executive Committee of the French Banking Federation, member of the steering committee of Paris Europlace, member of the Board of the Institut de l Entreprise. Directorships held in the last five years and having expired French companies: Director of Crédit du Nord until February 2007 and Director of FSA until Born March 9, 1941, Mr. Richard is a graduate of the École Polytechnique. Floris A. Maljers First appointed: June 24, Expiration date of current term of office: Shareholders Meeting called to approve the financial statements for the year ending March 31, Number of shares held in the company s stock: 500 shares. Member of the Air France-KLM audit committee. Other directorships Non-French companies: Chairman of Roompot Recreatie B.V (Netherlands). Others: Chairman of the Board of Directors of the Rotterdam School of Management (Netherlands). Directorships held in the last five years and having expired Non-French companies: Director of Het Concertgebouw N.V (Belgium) until June 2005, of SHV Holdings N.V (Netherlands) until May 2005 and of BP plc (United Kingdom) until March Others: Director of Rand Europe until July Born August 12, 1933, Mr. Maljers, a Dutch national, was Chairman of Unilever N.V. between 1984 and 1994 Convening notice - Combined Ordinary and Extraordinary Shareholders Meeting ı Air France-KLM 15

16 Composition of the Board of Directors at March 31, 2008 Directors representing the French State Bruno Bé zard Director of the French Treasury State Holdings Agency. First appointed: March 14, Expiration date of current term of office: Shareholders Meeting called to approve the financial statements for the year ending March 31, Member of the Air France-KLM audit committee. Other directorships French companies: Director of EDF, La Poste, Areva, France Telecom, and Thalès since April Directorships held in the last five years and having expired French companies: Director of France Télévision and the SNCF until April 2007 and of Renault until September Born May 19, 1963, Mr. Bézard is a graduate of the École Polytechnique and of the École Nationale d Administration. Philippe Josse Director of Budget, French Ministry of Economy, Finance and Industry. First appointed: May 16, Expiration date of current term of office: Shareholders Meeting called to approve the financial statements for the year ending March 31, Member of the Air France-KLM strategy committee. Other directorships French companies: Director of EDF and of the SNCF. Born September 23, 1960, Mr. Josse holds a law degree and is a graduate of the Institut des Sciences Politiques de Paris and of the École Nationale d Administration. Claude Gressier President of the Department of Economic Affairs, Counsel General for Public Works. First appointed: June 24, Expiration date of current term of office: Shareholders Meeting called to approve the financial statements for the year ending March 31, Member of the Air France-KLM strategy committee. Other directorships French companies: Representative of the Counsel General for Public Works on the Board of Directors of the Établissement des Autoroutes de France and Director of the SNCF. Born July 2, 1943, Mr. Gressier is a graduate of the École Polytechnique, attended the Institut des Sciences Politiques de Paris and is qualifi ed as a general public works engineer (Ponts et Chaussées). 16

17 Composition of the Board of Directors at March 31, 2008 Directors representing employee shareholders Didier Le Chaton Representative of flight deck crew. First appointed: July 26, Expiration date of current term of office: Shareholders Meeting called to approve the financial statements for the year ending March 31, Number of shares held in the company s stock: 7,199 shares and 3,590 FCPE units. Member of the Air France-KLM audit and strategy committees. Born February 3, 1951, Mr. Le Chaton is a graduate of the École Nationale de l Aviation Civile and a Boeing Captain. Christian Magne Representative of the ground staff and cabin crews. First appointed: September 14, Expiration date of current term of office: Shareholders Meeting called to approve the financial statements for the year ending March 31, Number of shares held in the company s stock: 233 shares and 246 FCPE units. Member of the Air France-KLM audit and strategy committees. Born August 20, 1952, Mr. Magne is a fi nance executive. Convening notice - Combined Ordinary and Extraordinary Shareholders Meeting ı Air France-KLM 17

18 Composition of the Board of Directors at March 31, 2008 Experience and training of members of the Board of Directors Board of Directors experience Directors principal professional experience Director Age at 03/31/2008 Date appointed to Board Experience at 03/31/2008 Sector Jean-Cyril Spinetta 64 years September 23, years Public Service Air Transport (Air Inter and Air France) Leo van Wijk 61 years June 24, years Air Transport (KLM) Patricia Barbizet 52 years January 3, years Industrial (Renault, Pinault group) Experience in the sector Current position 15 years Chairman and CEO of Air France-KLM and of Air France 37 years Vice- Chairman of the Air France-KLM Board of Directors 31 years CEO and Director of Artémis Bruno Bézard 44 years March 14, year Public Service 20 years Director of the French Treasury State Holdings Agency Frits Bolkestein 74 years November 22, years Industrial (Shell) and Public (Dutch Parliament and European Commission) Jean-François Dehecq Jean-Marc Espalioux Pierre-Henri Gourgeon 68 years January 25, years Industrial (SNPA and Sanofi ) 56 years September 14, years Services (CGE, Accor) 61 years January 20, years Aeronautics and Air Transport 17 years 27 years Member of the Supervisory Board of de Nederlandsche Bank 43 years Chairman of the Board of Directors of Sanofi -Aventis 21 years Chairman of Financière Agache Private Equity 37 years Deputy Chief Executive Offi cer of Air France-KLM and Chief Operating Offi cer of Air France Claude Gressier 64 years June 24, years Public Service 40 years President of the Department of Economic Affairs, Counsel General for Public Works Philippe Josse 47 years May 16, years Public Service 24 years Director of Budget Didier Le Chaton 57 years January 26, years Air Transport (Air France) 32 years Flight Captain 18

19 Composition of the Board of Directors at March 31, 2008 Board of Directors experience Directors principal professional experience Director Age at 03/31/2008 Date appointed to Board Experience at 03/31/2008 Sector Cornelis van Lede 65 years June 24, years Industrial (Shell, Akzo, Dutch Industry Federation) Consultancy (McKinsey & Company) Christian Magne 55 years September 14, years Air Transport (Air France) Floris Maljers 74 years June 24, years Industrial (Unilever) Pierre Richard 67 years October 20, years Banking (CDC, Crédit Local de France, Dexia) Experience in the sector Current position 37 years Chairman of the Board of Directors of INSEAD 34 years Finance executive 36 years Chairman of the Board of Directors of the Rotterdam School of Management 25 years Chairman of the Dexia Board of Directors Convening notice - Combined Ordinary and Extraordinary Shareholders Meeting ı Air France-KLM 19

20 Presentation of the resolutions and projects Please fi nd below the proposed resolutions to be submitted to Air France-KLM shareholders at the forthcoming Combined Ordinary and Extraordinary General Shareholders Meeting to be held on July 10, The fi rst section presents the resolutions to be submitted to the Ordinary General Meeting, and the second the resolutions to be submitted to the Extraordinary General Meeting. The resolutions are preceded by an introductory paragraph explaining the reasons for each proposed resolution. All these introductory paragraphs comprise the report from the Board of Directors to the Shareholders Meeting. I. Ordinary business Approval of the corporate financial statements for the fiscal year ended March 31, 2008 The fi rst two resolutions submit for shareholders approval the corporate and consolidated fi nancial statements of Air France-KLM for the fi scal year ended March 31, 2008, showing, respectively, net income of 198 million euros and net income, Group share, of 748 million euros. FIRST RESOLUTION Approval of the corporate financial statements for the fiscal year ended March 31, 2008 The General Shareholders Meeting, having examined the reports of the Board of Directors and of the Statutory Auditors, approves the entirety of the corporate fi nancial statements for the fi scal year ended March 31, 2008, as they were established and presented, as well as the operations documented in these fi nancial statements or mentioned in these reports. SECOND RESOLUTION Approval of the consolidated financial statements for the fiscal year ended March 31, 2008 The General Shareholders Meeting, having examined the reports of the Board of Directors and of the Statutory Auditors, approves the entirety of the consolidated fi nancial statements for the fi scal year ended March 31, 2008, as they were established and presented, as well as the operations documented in these fi nancial statements or mentioned in these reports. Appropriation of net income and dividend distribution The purpose of the third resolution is to appropriate net income for the fi scal year ended March 31, 2008 and set the amount of the dividend. The Board of Directors recommends to the General Shareholders Meeting the payment of an ordinary dividend of 0.58 euro per share. Should this resolution be approved, the dividend shall be paid on July 17, The Board of Directors notes that dividends paid in respect of the previous three fi scal years amounted to 0.15 euro per share for the fi scal year ended March 31, 2005, 0.30 euro per share for the fi scal year ended March 31, 2006, and 0.48 euro per share for the fi scal year ended March 31, Eligible shareholders shall be entitled to the 40% tax allowance on the total dividend, as provided for in section 2 of article of the French General Tax Code. THIRD RESOLUTION Appropriation of net income for the fiscal year ended March 31, 2008 and dividend distribution The General Shareholders Meeting, having examined the reports of the Board of Directors and of the Statutory Auditors, establishes that the company s net income for the fi scal year ended March 31, 2008 amounted to 198,182, The General Shareholders Meeting, on the recommendation of the Board of Directors, decides to appropriate the company s net income, together with brought forward retained earnings 20

21 Presentation of the resolutions and projects amounting to 15,793, euros, i.e. total available income amounting to 213,976, euros, to: the legal reserve for 9,909, ; the payment of dividends for 174,127, ; and the balance, i.e. 29,939,767.83, to retained earnings. A net dividend of 0.58 euro will thus be distributed to each of the company s shares ranking for dividend. Pursuant to the provisions of article 243 bis of the French General Tax Code, the dividend paid to French residents is eligible in full for the 40% tax allowance provided in section 2 of article of the same code. The dividend will be paid on July 17, In the event that, on this date, the company should hold some of its own shares, the amount corresponding to the unpaid dividend shall be appropriated to retained earnings. Note that the dividend per share paid in respect of the three previous fi nancial years amounted to: (in euros) Net dividend per share * ** ** 0.48 * Dividends paid for the fi scal year 2004/2005 were entitled to a 50% allowance. ** Dividends paid for the fi scal years 2005/2006 and 2006/2007 were entitled to a 40% allowance. Approval of related-party agreements The fourth resolution concerns the ratifi cation of the related party agreements (as defi ned in article L of the French Commercial Code) approved by the Board of Directors. One new related-party agreement was approved by the Board of Directors during the fi scal year, relating to the authorization given to the Chairman and Chief Executive Offi cer to extend a payment guarantee to Aéroports de Paris covering rents and charges owed by Air France, in return for remuneration paid by Air France to the parent company. This agreement has not yet been concluded and thus entailed no payment during the fi scal year. The agreements approved during previous fi scal years and still in force during the fi scal year ended March 31, 2008 are as follows: service agreements entered into between Air France-KLM, on the one hand, and Air France and KLM on the other; cash and domiciliation agreements entered into between Air France-KLM and Air France; a brand license agreement between Air France-KLM on the one hand and Air France and KLM on the other; an agreement entered into between Air France-KLM and Air France with respect to the issuance by Air France of convertible and/or exchangeable bonds for new or existing Air France-KLM shares (OCEANEs); an agreement with respect to the reinvoicing of the remuneration paid to the Chairman and Chief Executive Officer and to the Deputy Chief Executive Officer of Air France-KLM. FOURTH RESOLUTION Approval of the agreements referred to in article L of the French Commercial Code in article L and following of the French Commercial Code, and voting on this report, approves the agreements mentioned in this report. The General Shareholders Meeting, having examined the Statutory Auditor s special report on the agreements referred to Convening notice - Combined Ordinary and Extraordinary Shareholders Meeting ı Air France-KLM 21

22 Presentation of the resolutions and projects Renewal of the mandates of the Statutory Auditors The fi fth and sixth resolutions concern the renewal of the mandate of KPMG Audit as principal Statutory Auditor, and the appointment of Mr. Denis Marangé (replacing SCP Jean-Claude André et Autres) as alternate Statutory Auditor, for a period of six fi scal years, the mandates of KPMG and SCP Jean-Claude André et Autres effectively expiring at the close of the Shareholders Meeting called to approve the fi nancial statements ended on March 31, FIFTH RESOLUTION Renewal of the mandate of a principal Statutory Auditor The General Shareholders Meeting, having examined the report of the Board of Directors, decides to renew the term of offi ce of KPMG Audit as principal Statutory Auditor for a period of six fi scal years, i.e. until the close of the General Shareholders Meeting called to approve the fi nancial statements for the fi scal year ending on March 31, SIXTH RESOLUTION Appointment of an alternate Statutory Auditor The General Shareholders Meeting, having examined the report of the Board of Directors, decides to appoint Mr. Denis Marangé, domiciled 1 cours Valmy, Paris-La Défense Cedex, as alternate Statutory Auditor for a period of six fi scal years, i.e. until the close of the General Shareholders Meeting called to approve the fi nancial statements for the fi scal year ending March 31, 2014, to replace SCP Jean-Claude André et Autres whose mandate expires at the end of this Meeting. Authorization to perform operations in the company s shares The seventh resolution allows the company to purchase its own shares within the limits set by the shareholders and by law. It replaces the authorizations granted by the shareholders at previous General Shareholders Meetings. The special report of the Board of Directors describes the characteristics of the buyback program proposed this year and informs you of the use made since March 31, 2007 of the buyback authorizations granted by previous General Shareholders Meetings. Report on the purchase and sale transactions made within the buyback program authorized by the General Shareholders Meeting of July 12, 2007 (a rt. L paragraph 2 of the French Commercial Code) The Ordinary and Extraordinary Shareholders Meeting of July 12, 2007 authorized the Board of Directors, for a period of 18 months, to trade in the company s shares pursuant to the buyback program. The maximum purchase price was set at 60 euros. Air France-KLM agreed to acquire no more than 5% of its capital. The aim of the buyback program is to coordinate trading in the secondary market or stock liquidity within the framework of a liquidity agreement signed with Rothschild & Cie Banque, to allocate the said shares on execution of the attached rights to the owners of securities, the grant or transfer of shares to employees and senior executives of the Group and, fi nally, to hold the shares with a view to using them in an exchange offer or in payment for an acquisition. At March 31, 2008, Air France-KLM, within the framework of this authorization, directly held 3,657,792 shares, of which 690,000 within the framework of the liquidity agreement. Since July 2007, 5,161,532 shares have been purchased at an average price of euros and 1,503,740 shares have been sold at an average price of euros. During the fi scal year, pursuant to this program and the program authorized by the General Shareholders Meeting of July 12, 2006, 5,307,532 shares have been purchased at an average price of euros and 1,649,740 shares have been sold at an average price of euros. At March 31, 2008, the Group held 5,332,441 of its own shares (including 1,560,468 held by KLM in respect of its various stock option plans), or 1.8% of the share capital at a book value of million. 22

23 Presentation of the resolutions and projects Table summarizing the operations carried out by Air France-KLM between April 1, 2007 and March 31, 2008 Coordination of the secondary market or stock liquidity within the framework of the liquidity agreement Shares held with a view to using them in an exchange offer or to pay for an acquisition Total Number of shares held directly by Air France-KLM at April 1, Shares purchased in Number of shares 2,339,740 2,967,792 5,307,532 Average purchase price in Use in Number of shares 1,649,740-1,649,740 Average purchase price in Reallocation for other purposes in Number of shares held directly by Air France-KLM at March 31, ,000 2,967,792 3,657,792 SEVENTH RESOLUTION Authorization to be given to the Board of Directors to perform operations on the company s shares The General Shareholders Meeting, having examined the report of the Board of Directors, authorizes the Board of Directors, pursuant to the provisions of articles L and following of the French Commercial Code and the provisions of European Commission Regulation no.2273/2003, to perform operations on the company s own shares subject to the conditions and limits set by the documentation and market practice set forth by the French securities regulator (Autorité des Marchés Financiers). The purpose of this authorization is to allow the company to conduct transactions in its own shares as provided by law, for the following purposes, in order of priority: to allow an investment fi rm to coordinate stock liquidity, provided that it falls within the scope of a liquidity contract that complies with the compliance charter recognized by the French securities regulator (Autorité des Marchés Financiers); to allocate the said shares, on execution of the attached rights, to the owners of securities issued by the company or by companies in which it holds, directly or indirectly, more than half the share capital, and which give the right by conversion, exercise, repayment, exchange, presentation of a warrant or any other manner to the allocation of shares in the company; to grant or transfer shares to employees and senior executives of the Group for their participation in respect of their share in the benefi ts of the company s expansion and the implementation of employee saving schemes under conditions stipulated by law; to hold the shares with a view to using them in an exchange offer or in payment for external growth transactions; to engage in any market practice that may be admissible by the French securities regulator (Autorité des Marchés Financiers) and, more generally, to execute any transaction in compliance with the regulation in force. Within the limits provided for by the regulation in force, shares may be acquired, sold, exchanged or transferred by any and all means, on one or more occasions, whether on the open market or over the counter, including through the acquisition of blocks of shares. These means include the use of derivative fi nancial instruments, traded on a regulated market or over the counter, and the use of option strategies (sale or acquisition of put and call options, and any other combinations) under the conditions authorized by the competent market authority. The General Shareholders Meeting sets the maximum purchase price at 60 euros per share. The maximum number of shares acquired may not exceed 10% of the share capital, which corresponds, at March 31, 2008, to a maximum nominal amount of 255,186,386 and to a maximum of 30,021,927 shares. This authorization is given for a period of 18 months starting from the date of this Shareholders Meeting. It cancels and replaces Convening notice - Combined Ordinary and Extraordinary Shareholders Meeting ı Air France-KLM 23

24 Presentation of the resolutions and projects the authorization previously granted by the Shareholders Meeting held on July 12, 2007, in its fi fth resolution. The General Shareholders Meeting grants full powers to the Board of Directors to proceed with unit price adjustments and the maximum number of securities to be acquired in proportion to the variation in the number of shares or their nominal value resulting from possible fi nancial operations by the company. The General Shareholders Meeting grants full powers to the Board of Directors with the option of sub-delegation to implement the present authorization, conclude all agreements, prepare the buyback program summary, carry out all formalities and statements with respect to the French securities regulator (Autorité des Marchés Financiers) and any other agencies and, in general, to do all that is necessary. II. Extraordinary items Amendment of article 18 of the bylaws The purpose of the eighth resolution is to amend article 18 of the company s bylaws on directors terms of offi ce in order to comply with the corporate governance principles and to act on the conclusions of the evaluation of the Board of Directors. The proposed new wording of article 18 reduces the directors terms of offi ce from six to four years and establishes a process for staggering the renewal of directors terms of offi ce. EIGHTH RESOLUTION Amendment of article 18 of the bylaws The General Shareholders Meeting, having examined the report of the Board of Directors, decides to amend article 18 of the bylaws in order to reduce the directors terms of offi ce and to stagger their renewal. Consequently, article 18 ( Directors Terms of Offi ce ) which currently reads as follows: The term of offi ce of each director shall be six years. The term may be renewed. will be replaced by three new paragraphs to read as follows: The directors terms of offi ce shall be four years as of the adoption of this clause of the bylaw, with no change to the current directors terms of offi ce on the date of this adoption. As an exception to this principle, on expiry of the current directors terms of offi ce, the General Shareholders Meeting may set the directors terms of offi ce for a period of between two and four years in order to enable the staggered renewal of directors terms of offi ce. Directors terms of offi ce are renewable. Powers to accomplish formalities The purpose of the ninth resolution is to enable the company to carry out formalities and announcements required by law after the Meeting. NINTH RESOLUTION Powers to accomplish formalities The General Shareholders Meeting grants full powers to the Board of Directors, to the Chairman of the Board of Directors, to the bearer of an original, a copy or an extract from the minutes of the present assembly in order to carry out all formalities subsequent to the adoption of the above resolutions. 24

25 Summary of the current fi nancial authorizations Subject of the authorization (source) Duration of the authorization (expiry date) Maximum authorized amount Use made of the authorization at 03/31/2008 Purchase by the company of its own shares Purchase by the company of its own shares at a maximum price of 60 per share. (General Shareholders Meeting of 07/12/2007 5th resolution) 18 months (January 2009) 5% of the capital 3,657,792 shares held directly by Air France-KLM (i.e. 0.14% of the capital) Capital increases Issue of common stock and securities giving rights to the capital of the company with maintained pre-emptive subscription right for shareholders (General Shareholders Meeting of 07/12/2007 6th resolution) Issue of common stock and securities giving rights to the company s capital with the waiving of the shareholders pre-emptive subscription right (General Shareholders Meeting of 07/12/2007 7th resolution) Capital increase with a view to remunerating contributions in kind constituted of shares or securities giving rights to the capital of another company (General Shareholders Meeting of 07/12/2007 8th resolution) Capital increase through capitalization of reserves, profits, premiums or other sums whose capitalization would be admissible (General Shareholders meeting of 07/12/2007 9th resolution) Capital increase reserved to members of a company or Group savings scheme (General Shareholders Meeting of 07/12/ th resolution) 26 months (September 2009) 26 months (September 2009) 26 months (September 2009) 26 months (September 2009) 26 months (September 2009) the total amount of capital increases may not exceed 500 million in nominal (i.e. around 59 million shares with a nominal value of 8.50 per share) the nominal amount of the bonds or other related securities giving rights to the capital may not exceed 1 billion on the date of the issue decision Ceilings common to the 6th, 7th and 8th resolutions. the total amount of capital increases may not exceed 500 million in nominal the nominal amount of bonds or other related securities giving access to the capital may not exceed 1 billion on the date of the issue decision These amounts are charged against the total ceilings set in the 6th resolution 10% of the capital The maximum nominal amount of the capital increase likely to be realized is charged against the overall ceiling of 500 million set in the 6th resolution. 500 million in nominal (i.e. around 59 million shares with a nominal value of 8.50 per share) None None None None 3% of the capital at the time of each issue None Convening notice - Combined Ordinary and Extraordinary Shareholders Meeting ı Air France-KLM 25

26 Statutory Auditors reports Statutory auditors report on the financial statements This is a free translation into English of the statutory auditors reports issued in the French language and is provided solely for the convenience of English speaking readers. The statutory auditors report includes for the information of the reader, as required under French law in any auditors report, whether qualifi ed or not, explanatory paragraphs separate from and presented below the audit opinion discussing the auditors assessments of certain signifi cant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the fi nancial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the fi nancial statements. Such report, together with the statutory auditors report addressing fi nancial reporting in management s report on internal control, should be read in conjunction and construed in accordance with French law and French auditing professional standards. Year ended March 31, 2008 To the Shareholders, In accordance with our appointment as statutory auditors by your Annual General Meeting, we hereby report to you, for the year ended March 31, 2008, on: the audit of the accompanying fi nancial statements of Air France-KLM S.A.; the justifi cation of our assessments; the specifi c procedures and disclosures required by law. These fi nancial statements have been approved by the Board of Directors. Our role is to express an opinion on these fi nancial statements, based on our audit. 1. Opinion on the financial statements We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fi nancial statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by management, as well as evaluating the overall fi nancial statements presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the fi nancial statements give a true and fair view of the fi nancial position and the assets and liabilities of the Company as of March 31, 2008 and of the results of its operations for the year then ended in accordance with the accounting rules and principles applicable in France. 2. Justification of assessments Pursuant to Article L of the French Commercial Code governing the justifi cation of our assessments, we draw your attention to the following: Note 1 to the fi nancial statements outlines the accounting rules and methods relating to the recognition and measurement of long-term investments. As part of our assessment of the Company s accounting policies, we verifi ed the appropriateness of the aforementioned accounting methods and the information provided in Notes 7 and 13 of the fi nancial statements and satisfi ed ourselves as to their correct application. Note 15 to the fi nancial statements describes the nature of the anti-trust litigations to which Air France and KLM, both subsidiaries of Air France-KLM, are exposed. Air France-KLM in its capacity as the holding company of Air France and KLM, is jointly liable in such litigations. Our work consisted in verifying that the information disclosed in Note 15 was appropriate. These assessments were performed as part of our audit approach for the fi nancial statements taken as a whole and therefore contributed to the expression of the opinion in the fi rst part of this report. 3. Specific procedures and information We have also performed the specifi c verifi cations required by law, in accordance with professional standards applicable in France. 26

27 Statutory Auditors reports We have no comments to report as to: the fair presentation and consistency with the fi nancial statements of the information given in the management report of the Board of Directors and in the documents addressed to the shareholders with respect to the fi nancial position and the fi nancial statements; In accordance with French law, we have verifi ed that the management report of the Board of Directors contains the appropriate information relating to the acquisition of shares and controlling interests and the identity of shareholders in terms of capital and voting rights. the fair presentation of the information in the management report of the Board of Directors relating to remunerations and benefi ts granted to the relevant directors and commitments given to them in connection with, or after, their appointment, termination or change in function. Jean-Luc Decornoy Partner Paris La Défense and Neuilly-sur-Seine, June 3, 2008 The Statutory Auditors KPMG Audit Department of KPMG S.A. Jean-Paul Vellutini Partner Deloitte & Associés Pascal Pincemin Partner Statutory auditors report on the consolidated financial statements This is a free translation into English of the statutory auditors reports issued in the French language and is provided solely for the convenience of English speaking readers. The statutory auditors report includes for the information of the reader, as required under French law in any auditors report, whether qualifi ed or not, explanatory paragraphs separate from and presented below the audit opinion discussing the auditors assessments of certain signifi cant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated fi nancial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated fi nancial statements. Such report, together with the statutory auditors report addressing fi nancial reporting in management s report on internal control, should be read in conjunction and construed in accordance with French law and French auditing professional standards. Year ended March 31, 2008 To the Shareholders, In accordance with our appointment as statutory auditors by your Annual General Meeting, we have audited the accompanying consolidated fi nancial statements of Air France-KLM S.A. for the year ended March 31, The consolidated fi nancial statements have been approved by the Board of Directors. Our role is to express an opinion on these fi nancial statements, based on our audit. I. Opinion on the consolidated financial statements We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated fi nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fi nancial statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by management, as well as evaluating the overall fi nancial statements presentation. We believe that our audit provides a reasonable basis for our opinion. Convening notice - Combined Ordinary and Extraordinary Shareholders Meeting ı Air France-KLM 27

28 Statutory Auditors reports In our opinion, the consolidated fi nancial statements give a true and fair view of the fi nancial position and the assets and liabilities of the Group as of March 31, 2008 and the results of its operations for the year then ended in accordance with IFRSs as adopted by the EU. 2. Justification of assessments Pursuant to Article L of the French Commercial Code governing the justifi cation of our assessments, we draw your attention to the following: Notes 3.2, 3.13 and 3.14 to the consolidated fi nancial statements describe the estimates and assumptions that Air France-KLM s management was required to make regarding the impairment of tangible assets. We have examined the data and assumptions on which these impairment losses were based as well as the procedures for implementing impairment tests, as described in the notes. Air France-KLM s management is required to make estimates and assumptions relating to the recognition of revenue arising from issued but unused tickets, in accordance with the terms and conditions described in Notes 3.2 and 3.6 to the consolidated fi nancial statements. Our procedures consisted in analyzing the data used, assessing the assumptions made and reviewing the calculations performed. Notes 3.17 and 29.1 specify the accounting policies for employee benefi ts. These benefi ts and obligations were evaluated by external actuaries. Our procedures consisted in examining the data used, assessing the assumptions made and verifying that the information included in Note 29.1 to the consolidated fi nancial statements were appropriate. In addition, Note 3.17 to the consolidated fi nancial statements outlines the accounting policies applied for the recognition of the pension fund surplus. We verifi ed that the accounting treatment complies with IFRIC 14. Note 29.2 to the consolidated fi nancial statements describes the nature of the anti-trust litigations to which the Company is exposed and the procedures put in place by the Company to assess the amount of the related provision accounted for. Our procedures consisted in analyzing the data used, assessing the assumptions made and verifying that the information as disclosed in Note 29.2 was appropriate. These assessments are part of our audit approach to the consolidated fi nancial statements taken as a whole and therefore contribute to the expression of the opinion given in the fi rst part of this report. 3. Specific procedures We have also verifi ed the information given in the Group s management report in accordance with professional standards applicable in France. We have no comment to report as to its fair presentation nor its consistency with the consolidated fi nancial statements. Jean-Luc Decornoy Partner Paris La Défense and Neuilly-sur-Seine, June 3, 2008 The Statutory Auditors KPMG Audit Department of KPMG S.A. Jean-Paul Vellutini Partner Deloitte & Associés Pascal Pincemin Partner 28

29 Statutory Auditors reports Statutory auditors report on regulated agreements and commitments This is a free translation into English of the original French text and is provided solely for the convenience of English speaking readers. It should be understood that the agreements and commitments reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards In our capacity as statutory auditors of your Company, we hereby present to you our report on regulated agreements and commitments This agreement was not yet formalized as of March 31, As a result, no compensation was paid by Air France-KLM for the year ended March 31, Agreements and commitments entered into by the Company during the current year In accordance with Article L of the French Commercial Code, we have been advised of agreements and commitments which have been previously authorized by your Board of Directors. The terms of our engagement do not require us to identify such agreements and commitments, if any, but to communicate to you, based on information provided to us, the principal terms and conditions of those agreements and commitments brought to our attention, without expressing an opinion on their usefulness and appropriateness. It is your responsibility, pursuant to Article R of the French Commercial Code, to assess the interest involved in respect of the conclusion of these agreements for the purpose of approving them. We conducted our work in accordance with professional standards applicable in France; those standards require that we perform the procedures deemed necessary so as to verify that the information provided to us is in agreement with the underlying documentation from which it was extracted. Agreement between Air France-KLM and Société Air France Directors concerned by the agreement Jean-Cyril Spinetta, Director of Air France-KLM and Société Air France and Pierre-Henri Gourgeon, Director of Air France-KLM and Air France (as representative of Air France-KLM). Nature, purpose, terms and conditions During a meeting held on November 21, 2007, the Board of Directors authorized an agreement pursuant to which Société Air France agreed to compensate Air France-KLM for guaranteeing rental payments granted by the latter to Aéroport de Paris for the benefi t of Société Air France. Agreements and commitments authorized during previous years and having continuing effect during the year In addition, pursuant to the French Commercial Code, we have been advised that the following agreement and commitment authorized in previous years has had continuing effect during Services agreement between Air France-KLM and KLM Nature, purpose, terms and conditions: Air France-KLM and its subsidiary KLM entered into a services agreement, for the purpose of providing Air France-KLM with the means to operate, particularly in accounting, administrative, fi nancial and legal matters. Accordingly, KLM undertakes to provide, at the request of Air France-KLM, its assistance and services in such matters. These services will be invoiced to Air France-KLM. This agreement was authorized by the Board of Directors on September 1, During the year ended March 31, 2008, your Company paid 1,994,377 with respect to this agreement. Agreement between Air France-KLM and Société Air France Nature, purpose, terms and conditions: Air France-KLM and its subsidiary Société Air France entered into an agreement, for the purpose of organizing fi nancial and legal relations between the two companies with respect to the issuance by Air France of convertible and/or exchangeable bonds for new or existing Air France-KLM shares. The terms of this agreement stipulate: the remuneration paid by Société Air France to Air France- KLM in consideration for the option granted to bondholders to request the conversion of their bonds into Air France-KLM shares; Convening notice - Combined Ordinary and Extraordinary Shareholders Meeting ı Air France-KLM 29

30 Statutory Auditors reports should this option be exercised by the bondholder, the conditions in which Air France-KLM shall hand over new or existing shares (or a combination of both), and deliver to the centralizing agent the corresponding number of shares; the terms and conditions covering the payment by Société Air France to Air France-KLM of the amount corresponding to the value of the bonds that are to be converted or exchanged. This agreement was authorized by the Board of Directors on September 1, During the year ended March 31, 2008, your Company collected 6,494,568 with respect to this agreement. Trademark licensing agreement between Air France-KLM and KLM Nature, purpose, terms and conditions: Air France-KLM and its subsidiary KLM entered into a licensing agreement for the AIR FRANCE KLM trademark. This agreement was authorized by the Board of Directors on September 1, During the year ended March 31, 2008, your Company collected 5,119,717 with respect to this agreement. Trademark licensing agreement between Air France-KLM and Société Air France Nature, purpose, terms and conditions: Air France-KLM and its subsidiary Société Air France entered into a licensing agreement for the AIR FRANCE KLM trademark. This agreement was authorized by the Board of Directors on September 1, During the year ended March 31, 2008, your Company collected 11,258,245 with respect to this agreement. Services agreement between Air France-KLM and Société Air France Nature, purpose, terms and conditions: Air France-KLM and its subsidiary Société Air France entered into an agreement, for the purpose of defi ning the conditions under which Air France will provide, at the request of Air France-KLM, technical and administrative support services to Air France-KLM. These accounting, administrative, legal and IT related services will be invoiced at cost. During the year ended March 31, 2008, your Company paid 5,579,861 with respect to this agreement. Cash agreement between Air France-KLM and Société Air France Nature, purpose and terms and conditions: Air France-KLM and its subsidiary Société Air France entered into an agreement in order to provide Air France-KLM with a credit line. This cash agreement bears interest at EONIA + 60 points. As of March 31, 2008, the amount payable by Air France-KLM to Société Air France in respect of this cash agreement totaled 97,097,572. During the year ended March 31, 2008, your Company was invoiced 3,642,621 in interest with respect to this agreement. Domiciliation agreement between Air France-KLM and Société Air France Nature, purpose, terms and conditions: Air France-KLM and its subsidiary Société Air France entered into an agreement for the domiciliation and use of the premises of the registered offi ce of Air France-KLM. During the year ended March 31, 2008, your Company paid 244,725 with respect to this agreement. Agreement relating to the remuneration of the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer Nature, purpose, terms and conditions: The remuneration of the Chairman and Chief Executive Offi cer and the Deputy Chief Executive Offi cer of Air France-KLM is invoiced to Société Air France based on the percentage of activity devoted to Société Air France. During the year ended March 31, 2008, your Company collected 1,848,186 with respect to this agreement. Jean-Luc Decornoy Partner Paris La Défense and Neuilly-sur-Seine, June 3, 2008 The Statutory Auditors KPMG Audit Department of KPMG S.A. Jean-Paul Vellutini Partner Deloitte & Associés Pascal Pincemin Partner 30

31 Request for documentation and information I, the undersigned,... Surname (or company name):... First name (or type of company):... Address (or registered offi ce):... Holder* of... shares in Air France-KLM, hereby request a copy of: the corporate and consolidated accounts; the management report of the Board of Directors; the Statutory Auditors report on the corporate and consolidated fi nancial statements for the fi scal year; the other reports by the Statutory Auditors; together with any other documentation and information concerning the Combined Ordinary and Extraordinary Shareholders meeting to be held at 14h 30 on July 10, 2008, as referred to in article R of the French Commercial Code. Signed in (city)... on (date) (S ignature) Important notice: This form should only be signed, dated and returned if the shareholder intends to benefi t from the aforementioned regulatory provisions. This being the case, this request should reach Société Générale (Service Assemblées BP Nantes Cedex 03 - France) at least fi ve days before the date of the Meeting. * Requests for documentation by holders of shares in bearer form must include a registration certifi cate stating that their shares have been recorded in the register held by the securities account-holding intermediary as proof that they are shareholders on the date the request is made. Convening notice - Combined Ordinary and Extraordinary Shareholders Meeting ı Air France-KLM 31

32 Air France-KLM Société anonyme with share capital of 2,551,863, RCS Paris (Trade and Company Register) Mailing address: 45, rue de Paris Roissy CDG Cedex - France Toll-free number in France from Monday through Friday, from 10h30 to 12h30 and from 14h30 to 17h30 (Paris time) Call us from outside France or from the French overseas territories on