Terms of the implementation of Air France - KLM reverse share split

Paris, 31 July 2023

Terms of the implementation of Air France - KLM reverse share split

Air France - KLM (the "Company") hereby gives details of the terms of the reverse share split which starts today by means of an exchange of 10 existing shares for 1 new share, as decided by the Board of Directors at its meeting on 4 July 2023 in accordance with the thirty-sixth extraordinary resolution of the Combined General Meeting of 7 June 2023.

This reverse share split is a purely technical exchange transaction with no direct impact on the total value of the Company's shares held by each shareholder.

Terms of the implementation of the reverse share split:

The terms of the reverse split were approved by the Board of Directors at its meeting of 4 July 2023,and are set out below and in the notice of reverse split published in the Bulletin des Annonces Légales Obligatoires (BALO) on 12 July 2023.

  • Date of the beginning of the reverse share split: 31 July 2023.
  • Basis of the reverse share split: exchange of 10 ordinary shares in the Company with a par value of 1 euro each for 1 new share with a par value of 1 euro (taking into account the concomitant capital reduction reducing the par value of each new share from 10 euros to 1 euro, i.e. a reduction of 9 euros per share allocated to the "share premium" account) with current dividend rights.
  • Number of shares subject to the reverse split: 2,570,536,136 with a par value of 1 euro.
  • Number of shares to be issued as a result of the reverse share split: 257,053,613 with a par value of 1 euro (taking into account the concomitant capital reduction).
  • Exchange period: 30 (thirty) days from the start date of the reverse split, i.e. from 31 July 2023 to 30 August 2023 inclusive.
  • Whole shares: the conversion of existing shares into new shares will be carried out according to the automatic procedure (procédure d’office).
  • Fractional shares: shareholders who do not hold a number of existing shares corresponding to a whole number of new shares must personally buy or sell the fractional existing shares, in order to obtain a multiple of 10, up to and including 30 August 2023. Existing shares that have not been consolidated will be delisted at the end of the reverse split period. After this date, shareholders who have not been able to obtain a number of shares that is a multiple of 10 will be compensated by their financial intermediary within 30 days of 31 August 2023.
  • Centralisation: all transactions relating to the reverse share split will be carried out by Société Générale Securities Services, 32 rue du Champ de Tir, CS 30812, 44308 Nantes Cedex 3, appointed as agent for the centralisation of reverse share split transactions.

Pursuant to Articles L. 228-6-1 and R. 228-12 of the French Commercial Code, at the latest at the end of a period of 30 days from 31 August 2023, the new shares that cannot be allocated individually and correspond to fractional rights will be sold on the stock market by the account holders and the proceeds of the sale will be allocated in proportion to the fractional rights of the holders of these rights.

The shares subject to the reverse share split will be admitted to trading on the regulated market of Euronext Paris under ISIN code FR0000031122, until 30 August 2023, the last day of trading.

The shares resulting from the reverse split will be admitted to trading on the regulated market of Euronext Paris from 31 August 2023, the first day of trading, and will be assigned ISIN code FR001400J770.

Adjustment of the exchange, and/or conversion ratio of bonds convertible into and/or exchangeable for new and/or existing shares

Following the reverse share split, in order to preserve the rights of the holders of (i) the deeply subordinated perpetual bonds convertible into new shares and/or exchangeable for existing shares issued for a nominal amount of 305.3 million through a placement with qualified investors on 16 November 2022 (the "Hybrid CBs") and of (ii) the bonds convertible into and/or exchangeable for new or existing shares issued in an amount of 500 million euros in March 2019 and maturing in 2026 (the "OCEANE 2026"), the ratios for conversion or exercise of the Hybrid CBs and the OCEANEs 2026 will be adjusted in proportion to the nominal value of the shares, i.e. divided by 10.

Timetable:

31 July 2023 Start of reverse share split transaction
From 31 July to 30 August 2023 (inclusive) Possibility for shareholders to buy and sell shares in order to obtain a number of shares without fractional rights
30 August 2023 Last trading day for existing shares
31 August 2023 Effective date of reverse share split and capital reduction
31 August 2023 Listing of the new shares
From 31 August to 2 October 2023 Indemnity paid to shareholders with fractional rights by their financial intermediary

Investor Relations                                                        

Michiel Klinkers                                 Marouane Mami                                                            

michiel.klinkers@airfranceklm.com        mamami@airfranceklm.com

Website: www.airfranceklm.com

Attachment

  • Terms of the implementation of Air France - KLM reverse share split
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