Air France-KLM: key decisions approved by the Shareholders’ Meeting of June 5, 2024

The Air France-KLM Annual General Shareholders’ Meeting was held on Wednesday June 5, 2024 at 14h30 at the Hilton Paris Charles de Gaulle Hotel, 8 rue de Rome, 93290 Tremblay-en-France. It was broadcast live via webcast on the Air France-KLM website. It is also possible to watch it at any time on replay via the following link: https://www.yuca.tv/fr/air-france-klm/ag-2024-air-france-klm.

During this Combined Ordinary and Extraordinary Shareholders’ Meeting, where more than 7,909 shareholders were present or represented, all of the proposed resolutions were adopted. In addition to approving the financial statements for the year ended December 31, 2023 and allocating the net result, the Shareholders’ Meeting adopted the following resolutions:

Appointments/Re-appointments:

• Mrs. Anne-Marie Couderc, Chairman of the Board of Directors of Air France-KLM, was re-appointed as a Board director for a one-year term of office (resolution 8);

• Mrs. Florence Parly, whose co-optation has been ratified, as Board director for a two-year term of office (resolution 9);

• Mr. Alexander Wynaendts was re-appointed as a Board director for a four-year term of office (resolution 10);

• As proposed by the Dutch government, Mr. Dirk Jan van den Berg was re-appointed as a Board director for a four-year term of office (resolution 11);

• Mr. Wiebe Draijer, Chairman of the Supervisory Board of KLM, was appointed as a Board director for a four-year term of office (resolution 12);

• KPMG SA and PricewatherhouseCoopers were appointed as statutory auditors to certify sustainability information (resolutions 13 and 14).

Approval of related party agreements and commitments relating to:

• The partial redemption of the Undated Deeply Subordinated Notes and subscription to new Undated Deeply Subordinated Notes (resolution 4);

• The  commercial cooperation between  Air France-KLM  and CMA CGM (resolution 5);

• The financing operation raised by Flying Blue Miles (resolution 6);

• The termination of the waiver of the financial mechanism relating to the joint venture agreement with China Eastern Airlines Co. Ltd (resolution 7).

Compensation:

• Approval of the information on the compensation of 2023 of each of the corporate officers required by Article L. 22-10-9 I of the French commercial Code (resolution 15);

• Approval of the elements of compensation paid in the financial year 2023 or granted in respect of that financial year to the Chair of the Board of directors and the Chief Executive Officer (resolutions 16 and 17);

• Approval of the 2024 compensation policy of the non-executive corporate officers, the Chair of the Board of Directors and the Chief Executive Officer (resolutions 18 to 20).

Financial authorizations/delegations:

• Authorization granted to the Board of Directors, with powers to subdelegate, to implement the share buyback program in accordance with the limits and conditions set out in the relevant resolution (resolution 21);

• Approval of resolutions authorizing capital increase reserved for employees limited to 3% of the share capital (resolutions 22 and 23);

• Authorization granted to the Board of Directors to reduce capital by canceling treasury shares (resolution 24).

Amendment of the Article of Incorporation:

• Amendment of Article 26 of the Articles of Incorporation relating to the age limit for Company officers, to extend the age limit for the Chairman of the Board of Directors to 75 years, and to specify that when the Chairman of the Board of Directors reaches this age limit during his term of office as director, his term of office ends at the close of the General Meeting called to approve the financial statements for the year in which the age limit is reached(resolution 25).

The detailed results of the voting and all the documentation relating to the Shareholders’ Meeting are available on the Air France-KLM website (https://www.airfranceklm.com/en/finance/shareholders/shareholders-meeting).