Air France - KLM: Description of the share buyback program

DESCRIPTION OF THE SHARE BUYBACK PROGRAM

AUTHORIZED BY THE SHAREHOLDERS’ MEETING OF JUNE 7, 2023

Pursuant to Article 241-2 of the General Regulations of the Autorité des Marchés Financiers (AMF), the purpose of this description is to present the objectives and terms of the share buyback program authorized by the Shareholders’ meeting of June 7, 2023.

• Securities concerned: ordinary shares issued by AIR FRANCE?–?KLM.
  
  
• Maximum amount of the share capital that may be acquired by the Company: 5 %.
  
  
• Maximum number of shares that may be acquired by the Company, based on the number of shares composing the share capital as of May 31, 2023: 128,526,806, but considering the 29,956 treasury shares, only 128,496,850 shares may be purchased.
  
  
• Allocation of the treasury shares as of May 31, 2023: the 29,956 treasury shares as of May 31, 2023 will be allocated to meet obligations arising from share allotment plans in respect of the remuneration of corporate officers.
  
  
• Maximum purchase price per share: €4 (excluding fees) or, in the event of the implementation of a reverse share split referred under the terms of 36^th resolution, €40 (excluding fees).
  
  
• Objectives :
  
  

The objectives of the share buyback program under the terms of 18^th resolution of the Shareholders’ meeting of June 7, 2023 are as follow:

1. to allow an investment firm to coordinate stock liquidity within the framework of a liquidity contract in compliance with the Compliance Charter recognized by the AMF,
2. to allocate shares upon exercise of the rights to shares attached to securities issued by the Company or by companies in which it holds, either directly or indirectly, more than half of the share capital and that grant the right to the allocation of Company shares via conversion, exercise, repayment, exchange, presentation of a warrant or any other means,
3. to carry out any allocation or sale of shares to employees and/or corporate officers of the Company and companies, located in France or internationally, related to it under the conditions set forth in Article L. 225-180 of French Commercial Code, any allocation of free shares, any employee shareholding scheme, any Company compensation scheme, within the context of, in particular, the relevant provisions set forth under the French Commercial Code and/or French Labor Code, or French or foreign legal and regulatory provisions and the execution of any hedging transaction associated with these related party transactions and commitments of the Company, under the conditions provided for by the market authorities and at the times at which the Board of Directors or the person acting pursuant to a delegation of power granted by the Board of Directors takes action,
4. to hold or remit shares in order to use them as payment or in an exchange offer within the framework of external growth transactions,
5. and, more generally, to engage in any market practice that may be admissible by law or by the AMF and to execute any transaction in compliance with the applicable regulations, it being specified that, in such a case, the Company would inform its shareholders by means of a press release.
   
   

• Duration of the program: 18 months as of the Shareholders’ meeting of June 7, 2023.
  
  

Attachment

• AFKLM - Description of the share buyback program 19062023