Air France-KLM: key decisions approved by the Shareholders’ Meeting of June 7, 2023

The Air France-KLM Annual General Shareholders’ Meeting was held on Wednesday June 7, 2023 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/en/air-france-klm/ag-2023-air-france-klm.

During this Combined Ordinary and Extraordinary Shareholders’ Meeting, where more than 7,924 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, 2022 and allocating the net result, the Shareholders’ Meeting adopted the following resolutions:

Appointments/Re-appointments:

• Mr. Benjamin Smith, Chief Executive Officer of Air France-KLM was re-appointed as a Board director for a four-year term of office (resolution 6) ;
• As proposed by the French state and after ratification, Mr. Pascal Bouchiat was reappointed as a Board director for a four-year term of office (resolutions 7 and 8);
• CMA CGM, whose permanent representative is Mr. Ramon Fernandez, has been confirmed as a Board director (ratification of the cooptation), for the remainder of its predecessor’s term of office, Mr. Rodolphe Saadé, i.e. until the end of the Shareholders’ Meeting convened to approve the financial statements for the financial year ending December 31, 2025 (resolution 9):
• M. Cees ‘T Hart was re-appointed as a Board director for a one-year term of office (resolution 10);
• As proposed by the French state, Mr. Yann Leriche was appointed as a Board director for a four-year term of office (resolution 11).

Approval of related party agreements relating to:

• The partial redemption of the Undated Deeply Subordinated Notes subscribed by the French State (resolution 4);
• The conclusion of a commercial cooperation agreement between the Company, Air France and KLM, on the one hand, and CMA CGM Air Cargo and CMA CGM, on the other hand (resolution 5).

Compensation:

• Approval of the information on the compensation of each of the corporate officers required by Article L. 22-10-9 I of the French commercial Code (resolution 12);
• Approval of the elements of compensation paid in the financial year 2022 or granted in respect of that financial year to the Chair of the Board of directors and the Chief Executive Officer (resolutions 13 and 14);
• Approval of the 2023 compensation policy of the non-executive corporate officers, the Chair of the Board of Directors and the Chief Executive Officer (resolutions 15 to 17).

Financial authorizations/delegations:

• Authorization granted to the Board of Directors to carry out transactions involving the Company’s shares (resolution 18);
• All of the financial delegations were approved. These resolutions are detailed on page 31 and following of the convening notice (resolutions 19 to 32);
• Approval of the delegation of capital increase limited to 10% of the share capital allowing greater flexibility in pricing (resolution 33);
• Approval of resolutions authorizing capital increase reserved for employees limited to 3% of the share capital (resolutions 34 and 35);
• Approval of resolutions authorizing a reverse share split and a capital reduction (resolutions 36 and 37).

Amendments of the Articles of Incorporation:

• Amendment of Article 18 of the Articles of Incorporation on the term of office of Board directors in order to provide for the possibility of a term of office of less than four years to ensure the staggered renewal of Board director mandates (resolution 38);
• Amendment of Article 26 of the Articles of Incorporation relating to the age limit for Company officers to specify that, in the event that the duties of the Chief Executive Officer and the Chair of the Board of Directors are separated, when the age limit of 72 years for the Chair of the Board of Directors is reached during his or her term of office, the latter will continue to perform his or her duties as Chair of the Board of Directors until the end of his or her term of office as a Board director (resolution 39).

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).