Air France-KLM SA (EPA:AF)
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May 7, 2026, 5:15 PM CET
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AGM 2023

Jun 7, 2023

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Ladies and gentlemen, dear shareholders, well, first of all, I'd like to thank you for being here today, and welcome to this annual meeting. For those of you who have been with the Air France-KLM Group for many years, you know that this is not a purely formal exercise, and that we want to have a real exchange with you. Last year, we unveiled the Group's raison d'être. At the forefront of more responsible European aviation, we bring people together to build tomorrow's world. More than ever, in today's geopolitical context, a better understanding of others and their cultures is essential. What is more, in the face of the climate emergency, as a pioneer of air travel, we have a duty to fully assume our responsibilities.

2022, the year in which our business resumes after a crisis of unprecedented violence, compounded by the war on Europe's doorstep and its economic impact. Ben Smith and his team were able to anticipate and prepare the group for the upturn in the airline industry, catching its competitors unawares. The agility acquired during the crisis, the maintenance of an intelligent social dialogue, and a newfound and assured confidence, have all contributed to a professional dynamic that has enabled us to deliver on our commitments in economic, financial, and environmental terms. In 2022, our results improved quarter- after- quarter, with positive operating income in Q4 close to 2019 levels.

The year was also marked by progress on the recapitalization and financing operations. I would like here to take this opportunity to reiterate how grateful we are to our various shareholders for their unwavering support over the past three years. Today, we can be proud of having repaid 100% of the French and Dutch state aid in record time, thus putting an end to the associated counterparties. It's up to us to continue reducing the group's debt and strengthening its equity base, which is, of course, indispensable. What is more, by 2022, we have consolidated the foundations that will enable us today to make the group a leader in sustainable aviation. Our commitment, our deep conviction, is that there can be no aviation without decarbonizing our activities.

The modernization of our fleet and the incorporation of sustainable aviation fuels are parts of this process. Decarbonizing our sector is a challenge we share with public authorities in France and the Netherlands, It is by working together that the most relevant and effective solutions can and must be found. The methods of financing the energy transition are critical, While taxing air travel is one of the necessary means, it is imperative that the proceeds be channeled to this sector, especially as it finances its infrastructures and involves its customers. Civil aviation is a decisive element in the industrial sovereignty of our countries, It is vital to preserve it. Both an industrial chain and a service economy, our activities enable thousands of people to travel the world, families to reunite, and culture to cross borders.

Behind every plane that takes off and lands, hundreds of men and women with their diverse and complementary expertise are at work. We can be proud of their commitment and professionalism. To meet the challenges facing civil aviation, we have the advantage of experience. KLM is over 100 years old, and Air France will be celebrating its 90th anniversary in October. It is this heritage of innovation, technical progress, and human excellence that we bring to life every day. It is also this heritage that we are extending through the strategy presented. Dear shareholders, you can count on the dedication of the men and women who bring this group and its companies to life, as well as on the personal and total commitment of the members of the board of directors and the general management team. Thank you very much.

I shall now proceed to constitute the Bureau of the Assembly, which I shall chair. Mrs. Auréliane Labourdette for the Agence des participations de l'État, and Mrs. Barbara Zonneveld for the Dutch State, have agreed to act as scrutineers, and I would like to thank them. Alexandre Boissy, our general secretary of the group, will act as secretary to the meeting. The statutory auditors, Eric Dupré, Amélie Jeudi de Grissac , and Philippe Vincent are also present. Mr. Eric Dupré will present the reports on behalf of the Board of Statutory Auditors. As is customary, we've called in a bailiff to certify that the meeting is properly constituted. I now hand over to Alexandre Boissy for the formalities.

Alexandre Boissy
EVP Corporate Secretary, Air France-KLM

Thank you, Madam Chair. I can confirm that the legal formalities have been completed. The notice of meeting was published on 28 April and 19 May 2023. All the documents required by law are available at the office and on our internet website. They have been made available to shareholders since the meeting was called, and I do not propose to list them. In addition, all registered shareholders received an individual copy of the notice of meeting, agenda, and resolutions. The answers to the written questions put before the meeting have already been published on our website. Finally, I would like to inform you that we have not received any requests to add any resolution or item to the agenda.

Verification of the attendance sheets gives a provisional quorum of 63.72%, which means that the legal quorum, i.e., one quarter of shares with voting rights, has been attained. The general meeting is therefore duly constituted and may validly deliberate on ordinary and extraordinary business. The final quorum will be determined at the start of the vote on the resolutions. I give the floor to Anne-Marie Couderc to continue our meeting.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you, Alexandre. I hereby declare that the meeting is properly constituted and can validly deliberate. I propose that we dispense the reading in full of the board of directors report and the resolutions and the statutory auditors report, which have been made available to you. Turning to the agenda of our annual general meeting, Alexandre Boissy will begin with a reminder of the resolutions submitted to your vote. Our Chief Executive Officer, Ben Smith, will present Air France-KLM strategic orientations. Our Chief Financial Officer, Steven Zaat, will then outline the financial results for 2022. After the speeches, I will report on the Group's governance. Alexander Wynaendts, Chairman of the Compensation Committee, will take this opportunity to give you an update on the remuneration of executive directors.

I will then invite Mr. Eric Dupré, representing the Board of Statutory Auditors, to present their reports. Finally, we will take your questions before voting on the resolutions, with Marjan Rintel and Anne Rigail here in this assembly. Finally, I will give the floor to Alexandre Boissy.

Alexandre Boissy
EVP Corporate Secretary, Air France-KLM

Thank you, Madam President. I will now present the resolutions, details of which are given in the notice of meeting brochure available on our website. Firstly, on an ordinary basis, resolutions one to three concern the approval of the parent company and consolidated financial statements for the year ended 31 December 2022, and the appropriation of net income. four and five concern the approval of regulated agreements and commitments. Resolutions six to 11 relate to the appointment and re-election of directors. Resolutions 12 to 17 concern the ex post vote on the remuneration of corporate officers for 2022, and the ex ante vote on the remuneration policy for 2023. Finally, resolution 18 concerns the authorization given to the board of directors to trade in the company's shares. We will now move on to the extraordinary resolutions.

Resolutions 19 to 25 deal with proposed financial delegations that may be used outside takeover bid periods. Resolutions 26 to 32 concern the proposed financial delegations that may be used during a public offer period. Resolution 33 concerns a proposed financial delegation limited to 10% of the share capital, allowing greater flexibility in setting the price. Resolution 34 and 35 propose delegations of authority for capital increases reserved for group employees who are members of a company or group savings plan, resolution 34, and for employees and officers of foreign group companies, resolution 35.

Resolution 36 and 37 concern the restructuring of the company's shares capital with a reverse stock split of one new ordinary share for every 10 ordinary shares held, Resolution 36, and the authorization of a capital reduction not motivated by losses through a reduction in the nominal value of the shares, that is Resolution 37. Resolution 38 concerns the amendment of Article 18 of the Articles of Association relating to the terms of office of directors. Resolution 39 concerns the amendment of Article 26 of the Articles of Association relating to the age limit for corporate officers. Finally, Resolution 40 concerns powers to carry out formalities.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you very much, Alexandre. Before continuing and handing over to Benjamin Smith, I'd like to take you back to the highlights of 2022 through a short video clip. 2020— well, 2022 was given to a great geopolitical instability.

Speaker 12

[Foreign language]

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

[Foreign language] I'm going now to hand over to Ben Smith, our CEO, so that he will present the group's business for the 2022 financial year and a look at its strategy and outlook. To you, Ben.

Ben Smith
CEO, Air France-KLM

Thank you, Anne-Marie, Mrs. Chair, ladies and gentlemen, dear shareholders, allow me, first of all, to thank you for being here today. 2022 has been a year of bounce back for Air France-KLM. We have now definitely turned the page on COVID with historic results and achievements. This performance is, above all, the fruit of the work of all the group's employees, and I would like to express my thanks and congratulations to them. Their efforts and commitment have made this year's performance remarkable in spite of a very difficult environment. I would also like to thank our customers for their loyalty and for having chosen our companies for the recovery. Finally, I would like to thank all of our shareholders, you, of course.

Air France-KLM has weathered a storm unprecedented in the history of our group, but the skies ahead are now clear, and we are ready to seize the opportunities that lie ahead to rebuild our leadership in Europe.

One of the undeniable highlights of 2022 was the strength and speed with which we recovered and emerged from COVID. Travel demand picked up so vigorously, much faster than projected, that it took many across the entire air transport value chain by surprise. We saw critical staff shortages in airports and major disruptions affecting ground services worldwide. Some of these were triggered by a lack of preparation and foresight by some industry players. Several major airports around the world experienced challenging operational situations, including Amsterdam Schiphol, and to a lesser extent, Paris Charles de Gaulle. Thanks to the unwavering commitment of our teams, our level of preparedness and agility, Air France-KLM was able to limit the negative impact on customers' travel as much as possible. In fact, Air France-KLM had anticipated this rebound in demand.

The graph on the slide shows the evolution of Air France-KLM's capacity since January 2020, compared to that of our main competitors, IAG and Lufthansa Group, as well as the global average. You can see that Air France-KLM has been spearheading the upturn in capacity. We've rallied faster and more emphatically than our competitors because we did a better job of anticipating air travel's recovery and preparing for the return of our customers. In spite of the volatile market conditions, successive waves of virus variants, and exceptional geopolitical conditions, we gradually and steadily increased our capacity to best accommodate a surging demand. As I mentioned before, this demand placed enormous pressure on the entire airline industry, causing numerous tensions in the value chain for key industry players and airport service providers, in particular, last summer.

Despite these operational difficulties across our global network, we were right by our customers' side all along, anticipated disruptions as much as we could, and were able to limit the number of late cancellations. I'm very proud of the recognition our Air France-KLM teams earned for their exceptional dedication to our customers in 2022. First, both of our main airlines were certified Five Star by APEX. In addition, they moved up several places versus 2018 in this year's Skytrax World Airline ratings. Air France is now ranked eighth out of more than 350 airlines, and is the best airline in Western Europe, and KLM climbed two ranks. I'd like to express my gratitude to all our teams, both aboard our planes and on the ground, without whom these accolades would not have been possible.

They are determined to continue exceeding expectations and providing exceptional service to our valued customers. Equally noteworthy is the performance of our cargo and maintenance operations. It was a successful year, once again, marked by tangible achievements. Regarding cargo, before the summer of 2022, we signed a landmark strategic agreement with CMA CGM, one of the world's leading logistics companies. This agreement signaled the start of a major long-term commercial air freight cargo partnership with CMA CGM, expected to generate significant revenue synergies for our group. Our ability to secure this type of deal is a testament to the quality of our assets, our expertise, and our teams. As part of the deal, CMA CGM also became one of our major private shareholders with a 9% stake.

In addition, the reward of our full freighter fleet continued unabated in 2022, with a firm order for eight new A350 full freighters. On the maintenance front, our engineering and maintenance teams signed a major agreement for LEAP-1A and LEAP-1B engines, reinforcing the group's position as a world-leading engine MRO provider. Furthermore, we signed contracts with both Pratt & Whitney and Rolls-Royce, which have allowed us to further expand our capabilities. We've been incredibly active and the resulting positive momentum opened the way for a significant number of new MRO contracts with third-party clients as well. I would now like us to turn our attention to our commitments and recent actions regarding our path towards sustainability leadership. Our CO2 emission reduction targets are in line with the Paris Agreement goal of well below 2 degrees Celsius and have been ratified by the Science Based Targets initiative.

We are continuing to invest over EUR 1 billion annually on acquiring next-generation aircraft that are now more sustainable. These are technologically superior aircraft, which provide a material decrease in environmental impact, and they will represent 40% of our fleet in 2025 and nearly 2/3 by 2028. We have significantly reduced our noise footprint since the year 2000 by a hefty 40%. Looking ahead, with the first deliveries in 2023, we are eagerly anticipating the positive impact that our new aircraft from the Airbus A320neo family will have on reducing noise levels even further. We are involved in the development of sustainable aviation fuel, or SAF, and thanks to two major long-term SAF agreements we signed last November, we have already secured 3% of our 10% by 2030 objective.

As part of our pursuit of sustainability, last 30 May , we were proud to host SAF Masterclass Day, an event designed to bring together industry leaders and experts to foster collaboration and knowledge sharing towards a greener future for aviation. Lastly, I want to stress that we are the first in Europe and the first in our sector to issue sustainability-linked bonds in euros, tied to our 2030 and 2050 CO2 reduction targets and commitments. This binds the group's financial strategy to its environmental objectives and represents an additional milestone in Air France-KLM's drive to reach its decarbonization targets. In addition to being one of the most dynamic airlines during the recovery period, we also worked hard on our profitability to try and bridge the gap with our competitors.

The pandemic reshuffled the cards, the latest IATA forecast show a great deal of disparity recovery in the industry. While US and European carriers are at the forefront of the recovery, led by a dynamic climate, other players, namely Asian airlines, are still struggling. Meanwhile, Air France-KLM has managed to close its profitability gap with its European peers, generating a 2022 EBIT margin nearing its competitors. This promising performance is essentially the result of our strategy, the deep transformation and cost-saving initiatives we have been implementing throughout all of our airlines and across all of our businesses over the past few years. In closing, I'd like to briefly underscore that we have definitely turned the page on COVID, not just with landmark results, but also with significant progress in restoring our balance sheet.

We have fully repaid all government aid received during the COVID-19 pandemic, and this is important for the group. All operating and strategic restrictions tied to this aid are now lifted, which enables us to conduct business as usual and retain control of our destiny. Our deleveraging has also been on pace to 1.5x by the end of March 2023, versus 1.8x by the close of 2022, therefore in line with our objectives. We've been hard at work, paving the way for our future with innovative financial instruments, namely by securing ESG-linked bonds and by resolving credit facilities indexed to sustainability targets. These tools are helping to align our financing strategy with our decarbonization plan.

Moving forward, we will further consolidate our balance sheet through additional non-dilutive initiatives, such as quasi-equity financing instruments, supported either by our loyalty program or with our MRO assets or both, perhaps by issuing more straight hybrid bonds. All in all, 2022 was a successful year. Through the efforts and dedication of our teams and the steadfast support of our customers, we were able to leverage the surge in demand quickly and efficiently. All the while, we continued to implement clear actions for our sustainability roadmap and fast-track restoring our balance sheet with all government aid fully paid back. The plan now is to tirelessly pursue delivering on our strategy to capture further profitable growth opportunities while stepping up our transform efforts to become the leader of a more sustainable aviation industry.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you. Thank you very much, Ben. Thank you for a clear presentation of what has been an exceptional year in so many respects. I'd like now to hand over to our CFO, Steven Zaat, who will present the group's financial results for 2022. Dear Steven, the floor is yours.

Steven Zaat
CFO, Air France-KLM

[Foreign language] Good afternoon, ladies and gentlemen. It's a pleasure for me to be at our AGM after we have achieved so much in the meantime since we met last year. The year 2022 did not have a kick-start as we hoped for. We ended 2021 with, again, a new variant of COVID. There were geopolitical tensions as Russia invaded Ukraine. As a consequence, the oil price came above $125 per barrel. Under normal circumstances, one of the three events could already lead to a heart attack of the CFO.

If somebody would have told me at that time that we would welcome 83 million passengers in 2022, that revenues would increase to EUR 26 billion, and that we would reach a profitability of EUR 1.2 billion, higher than where we ended in 2019, I wouldn't believe a word of her or him. The strong demand of our products ensured that we were able to increase capacity closer to the pre-COVID levels and to increase our ticket prices to compensate the higher fuel price and the rising inflations in 2022. This resulted that we were back- in- black with a positive operating result of EUR 1.2 billion, as said earlier, higher than before COVID. I think this is very promising. This is a very promising restart for all our stakeholders.

First, our employees, who gave everything during these difficult years to safeguard our company, and they brought our company further than where we ended before the crisis. Second, all our shareholders, including the French and the Dutch State, who kept supporting us during the crisis. I would like to thank both for their strong support and commitment. Besides the operational results, we have seen the strong improvement of our balance sheet. Our main KPI is the net debt, all our debt minus our cash, divided by the EBITDA. Our goal was to reach between 1.5 and 2 in 2023, but we were able to reach this target already in 2022. Let's zoom in on the businesses which we have in our beautiful company and compare them with 2019, the last year before the COVID crisis started.

The revenues of our passenger network were 8% below 2019 levels, as capacity was still 18% lower. The unit revenues were 12% higher than in 2019 due to strong ticket prices. Passengers wanted to travel again. The total load factor was not fully back yet at pre-crisis levels, although the load factor in the premium classes was already above the 2019 level, despite the lower demand of corporate traffic. This was driven by premium leisure passengers who would like to enjoy our premium services. We go to cargo. During 2020 and 2021, our cargo business was performing exceptionally strong due to the lack of capacity and a high demand for especially e-commerce packages. During the first half- year of 2022, the situation was comparable with the two years before.

In the second half year, the belly capacity coming from the passenger planes increased the cargo supply worldwide. This gave a pressure on the unit revenue. For the full year, the cargo revenues were still 64.5% higher than what it was in 2019, and the unit revenue even 82% higher. Going to Transavia. Transavia increased the revenues by a spectacular 29%. Capacity was increased by 14%. Despite the strong growth, the strong demand resulted in 23% higher ticket prices than in 2019, driving to an improvement of 14% higher unit revenues. Our maintenance business increased further the revenues in 2022, although not yet at the levels of 2019.

Most airlines were still not flying at full capacity and phased out some fleet. On top, there were supply chain difficulties in this segment. The result is that revenues in 2022 were still 35% below the level of 2019. The good news is that the margins already returned last year to 4.5%, contributing to the bottom line of our company. Last year, at the same day as the AGM, we announced a capital increase to restore our equity. Thanks to the support of our existing shareholders and new shareholders, like CMA CGM, we were able to close a very successful transaction and to generate EUR 2.3 billion of new capital. In April this year, we were released from all conditions attached to the state aid.

In less than one and a half years, we were able to redeem EUR 7.4 billion support we received from the Dutch and the French state. We paid a significant part from our own cash, and the other part was coming from the execution of very successful transactions in the financial market, as listed on this slide. The speed of the repayment was beyond our own expectations, and we are very happy that we could repay both states so fast, including a compensation for the support of more than EUR 700 million in the form of interest, guarantee fees, and other remunerations. We are very grateful for the invaluable support during this unprecedented crisis and want to thank again both states for the financial support, but also for the fruitful cooperation during this difficult period.

Although we already made big steps in the last one and a half years, we will further strengthen our balance sheet this year by non-dilutive initiatives, like we did in 2022 with our MRO assets, to ensure we will come to positive equity in the near future. We go to transformation. In November 2019, the new strategy for the group was revealed by Ben Smith. Part of it was a deep transformation program, and due to the COVID crisis, we accelerated and increased our ambition. The implementation of this transformation by the end of 2022 contributed by EUR 2.1 billion to our bottom line. We will continue our transformation to ensure we reach the targeted EUR 3 billion as per 2024.

All these transformation efforts, combined with high passenger demand, has resulted in an already mentioned positive operating result of almost EUR 1.2 billion in 2022. Compared to the COVID years, 2020 and 2021, in which we showed significant losses, the improvement is impressive. Even the 2019 results were outperformed in 2022, where we were not yet back again at the pre-COVID capacity levels. Not only the operating result was higher than the 2019, the operating margin in 2022 was higher than the 2019 level as well. With the strong booking environment and the continuation of our transformation, we have full confidence that we will reach our midterm goal to reach a 7% to 8% operating margins in the years to come.

A large part of our shareholders is as a base, consists of individual shareholders. These are non-professional investors who invest in shares of Air France-KLM. Probably you have seen before you have entered this room, the Air France-KLM Shareholders Club booth, where you could register yourself as a member of the Individual Shareholder Club if you own at least 50 shares. This club has already 1,600 members. A new dedicated website on the airfranceklm.com website has been created. The members receive on a regular basis, newsletters, and private events have been organized. We also renewed, in February this year, the Individual Shareholder Committee, the CCAI, with 10 new members who meet the Air France-KLM management regularly. We will introduce the members of the CCAI during the Q&A session later.

If you didn't register yourself to the club yet, please visit our website to register. I would like to thank all shareholders for your support in 2022. Without your strong support during the capital increase, we would not have been where we are today as a company. I really would like to say a big thank you. Thanks for your attention.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you very much, Steven, for your presentation. Now, I would like to present the group's governance structure. Thank you. Since 2018, our governance has been organized around the separation of the functions of chairman of the board, which I'm heading, and Chief Executive Officer with Ben Smith. This separation ensures a clear and coordinated distribution of respective roles. The dynamism of the board is supported by four specialized committees, which play an active and valuable role in preparing board meetings. The seven-member Audit Committee, chaired by Isabelle Bouillot, the Sustainable Development and Compliance Committee, chaired by Anne-Marie Idrac, with six members, the Compensation Committee, chaired by Alex Wynaendts, with six members, and the Nominating and Governance Committee, which I chair, with three members.

In 2022, your board of directors and its committees demonstrated a high level of availability and investment and engagement alongside general management, notably in the implementation of the group's recapitalization and financing operations that Steven described, and that enabled the exit from state aid in April 2023. Your board of directors and its committees also continued to integrate sustainable development issues to take them on at the heart of our group strategy. For example, non-financial risks are reviewed by the Audit Committee after taking into account comments made by the Sustainable Development and Compliance Committee. ESG criteria for the performance conditions of short and long-term variable compensation for group executives are set by the Compensation Committee in conjunction with the work of the Sustainable Development and Compliance Committee.

The group's diversity policy and targets for gender diversity and senior management are reviewed and approved in coordination with the Nominating and Governance Committee, as well as the Sustainable Development and Compliance Committee. 2022 has shown the effectiveness and relevance of our corporate governance. Let's now turn to the makeup of our board. We are 20 directors. That's a lot. Five representing our main shareholders, the French State, the Dutch State, and our commercial trading partners, CMA CGM, China Eastern, and Delta Air Lines. Seven independent directors, including six women and four directors representing employees and employee shareholders. In addition, our board brings together a wide range of complementary skills and experience, particularly in the field of CSR, which has allowed it to carry out major projects, placing ESG at the heart of the group's strategy.

Following through on our commitments throughout 2022, the Board took all necessary decisions to ensure the full repayment of state aid, completed in April 2023, as already pointed out. I won't go over all the financial operations carried out this year as presented by Steven, yet I would like to underline the unfailing support of members of the Board of Directors and, more particularly, of the Audit Committee, who, over and above their more traditional duties, guided the management team through each stage of the process of exiting from state aid. We're also pleased that the group has been able to integrate CSR performance objectives into its latest financial transactions, and notably in the context of bond issues linked to sustainable development and the obtaining of revolving credit lines, also indexed on sustainable development objectives.

The great availability and expertise of the Sustainable Development and Compliance Committee have contributed to the development of a financial strategy aligned with the Air France-KLM Group's environmental roadmap, setting a further milestone in its ambition to act as a leader in a more sustainable aviation industry. Let's now turn to changes in the Board. Four directors' terms of office are expiring at the close of our meeting today. First of all, Benjamin Smith. We propose, of course, that you renew his term of office for a further four years. The term of office of Cees 't Hart, Chairman of the KLM Supervisory Board, we propose that you renew his appointment for a further term of one year.

The term of office of Mr. Pascal Bouchiat, co-opted on the proposal of the French government by the Board of Directors on 3 October 2022, to replace Astrid Panosyan for the remainder of the latter's term of office, i.e., until the close of today's AGM. We propose that you ratify this co-optation and renew her term of office for a further four years. The term of office of Mr. Jean-Dominique Comolli, a director appointed by the AGM on the proposal of the French State for the first time in 2010, is coming to an end. I would like to take this opportunity to thank him warmly for all he has contributed to the work of the Board over the past 12 years, especially in the last years of crisis, which we weathered together.

We propose to you today to appoint Yann Leriche as a replacement on the proposal of the French state for a four-year term. Lastly, I would also like to inform you that in March 2023, May Gicquel, a director representing the French state, will join the board for the remainder of Stéphanie Besnier's term of office, i.e., until today's AGM. A ministerial order has been issued, renewing May Gicquel's term of office for a further four years. I also submit... Sorry, going too fast. I also submit for your approval the ratification of the co-optation of CMA CGM, whose permanent representative is Ramon Fernandez, for the remainder of the term of office of his predecessor, Rodolphe Saadé, i.e., until the close of the annual general meeting in 2026.

I would like to inform you that Didier Dague has been appointed by the French Group Works Council as a director representing employees, replacing Karim Belabbas for a two-year term. I would also like to thank Karim Belabbas for his commitment to the board in recent years. Finally, I would like to inform you that Terence Tilgenkamp has been reappointed for a further two years as a director representing employees appointed by the European Works Council. Please note that the appointment renewal of the last two directors are not subject to the vote of the AGM. Thank you very much for your attention. Now, I invite Alexandre Wynaendts to join me so he can present the compensation items to be put to the vote. Mr. Wynaendts, please.

Alexander Wynaendts
Chairman of the Compensation Committee, Air France-KLM

[Foreign language] Thank you, dear Chairlady. Shareholders, good afternoon. In my capacity as Chairman of the Remuneration Committee of the Board of Directors, I'm going to present to you the main elements of the remuneration of corporate officers for 2022, as well as the proposed remuneration policy as proposed by the board for 2023. As a general comment, I'd like to point out that the group rebate have redeemed 75% of the aid for the recapitalization of 17 March, on 17 March 2023, and as a result, all the restrictions that apply to the remuneration were lifted from that date. These items are detailed in chapter two of the 2022 Universal Registration Document and will be put to your vote in resolutions 12 to 17. Let's start with 2022.

The total remuneration of all directors stands at EUR 836,321. This amount was set by the Board of Directors, part of the annual budget of EUR 950,000, approved by your General Meeting on 24 May 2022, which has remained unchanged since 2018. As a reminder, in the context of the pandemic, which continued to impact the group's operations and results at the beginning of the 2022 financial year, the directors had decided on the 16 February 2022, to maintain the principles of a 25% reduction in their remuneration paid in respect of 2022, until the group's annual operating profit had returned to a positive level.

After noting that the projected results since 13 June 2022, showed that the group's operating profit for 2022 would be positive, the directors decided on the 8 December 2022, to lift the 25% reduction in the directors' remuneration paid in respect of the 2022 financial year. As regard the Chairman of the Board of Directors, annual remuneration for 2022 remains at EUR 200,000. The Chairman did not receive any variable remuneration. Let's move on to the remuneration of the Chief Executive Officer paid and allocated in 2022.

First of all, I would like to remind you that the Chief Executive Officer of our group, under the terms of the agreement entered into when he joined in 2018, and in accordance with the remuneration policy approved by your general meeting on 24 May 2022, receives annual remuneration consisting of a fixed portion and a variable portion. His fixed remuneration stands at EUR 900,000. His variable remuneration, subject to strict performance criteria, represents 77.5% of his total remuneration. It is made up of an annual variable component of 27.5%, subject to performance conditions that you can see on screen behind me. The amount for targets achieved is equal to EUR 1.1 million, and the maximum amount is equal to EUR 1.35 million.

A long-term variable component consisting of a plan payable in shares, subject over three years to performance conditions and a condition of presence. The maximum amount awarded in terms of long-term variable compensation is EUR 2 million. I would remind you that the annual and long-term variable remuneration for 2022 was awarded by the Board of Directors, subject to repayment of the 75% of the state aid. As indicated in the introduction, since 75% of the state aid was repaid on the 17 March 2023, the associated restrictions are no longer applicable, and the condition precedent for the allocation of the Chief Executive Officer's variable remuneration in respect of the 2022 financial year has therefore been satisfied.

Alexandre Boissy
EVP Corporate Secretary, Air France-KLM

The amount of variable annual remuneration for 2022 was set by the board of directors at 117.8% of fixed annual remuneration, i.e., EUR 1,059,769. This percentage breaks down as follows: for quantitative criteria linked to the group's financial objectives, 18.2% of fixed remuneration based on Air France-KLM's operating profit compared with its main competitors, 36.7% for the results of the transformation plan and cash management, and 19.6% to strengthen shareholders' equity through market transactions.

For the criteria relating to the group's non-financial objectives, 15% of fixed salary for actions taken and results achieved in terms of social and environmental responsibility, 8.1% for fixed remuneration for actions taken and results achieved in the area of human capital, 5% for customer relationship management, and 15% for individual performance and leadership. The long-term variable remuneration detailed on the slide behind me on the screen is subject to the achievement of performance criteria that align the Chief Executive Officer's execution of the group's strategic orientations with the medium- and long-term vision of both shareholders and the interests of employees. Finally, I would like to stress that the three-year assessment period for the CEO's two 2020 long-term remuneration plans expired in 2022.

Performance under the long-term phantom share plan payable in cash was 59.3%, giving entitlement therefore to 297,093 performance units. Performance under the specific plan payable in shares was 86.67%, giving entitlement to 434,216 performance units. The Chief Executive Officer has decided to defer payment of the performance units awarded under the phantom share plan for a maximum of three years. He had already triggered this option for the plans of 2018 and 2019. Let's move on now to the remuneration policy for 2023. With regard, the maximum remuneration payable to directors for 2023 remains unchanged. It's EUR 950,000, which hasn't changed since 2018. You can see here how this remuneration is distributed.

Also, that is unchanged since 2018, comprising a flat rate portion and a part which depends on their attendance at board and committee meetings. With regard to the 2023 compensation of the chair of the board of directors, fixed annual remuneration has been set at EUR 200,000, so that has also remained unchanged since 2018, and no variable remuneration is provided for. With regard to the chief executive office, a summary of his remuneration for 2023 is shown on the screen. His fixed remuneration remains unchanged since 2018 and is at EUR 900,000. The remuneration structure, including the variable component, also remains unchanged.

However, for the variable annual portion, the performance criteria and the assessment methods decided by the board of directors are as follows: quantitative criteria aligned with financial objectives, accounting for 60% of the assessment, and qualitative criteria aligned with the group's non-financial objectives, accounting for 40% of the assessment, notably, the group's environmental, social, of the group, as you can see on the screen. I would like to point out that the quantitative criteria relating to the group's performance and financial targets of the group have been set in the context of the end of the crisis linked to the pandemic and are part of a strategy of ambitious redevelopment of the group's business.

If the objectives are achieved, the amount of variable annual remuneration is equal to EUR 1.1 million, with a maximum of EUR 1,350,000. For the long-term variable component, the Chief Executive Officer also receives long-term variable remuneration, again, under a single amount, a single plan of an amount, which can attain EUR 2 million, payable in shares and subject to the achievement of performance conditions assessed over a three-year period. This plan focuses on the group mid- and long-term objectives, with a view to improving operational performance and addressing environmental and social issues. I thank you, dear shareholders, for your attention.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you, dear Alex, dear Chairman, for your presentation, and thank you all for your attention to this sequence on governance and compensation. Now, I hand over to Eric Dupré, representing the statutory auditors, to present their reports.

Eric Dupré
Partner, Air France-KLM

Thank you, Madam Chair. Ladies and gentlemen, shareholders, hello. On behalf of the joint statutory auditors, PwC and KPMG, which I represent, I am pleased to report on the independent assignment you have entrusted to us. Our reports on the 2022 financial year are included in the 2022 Universal Registration Document and in the Notice of Meeting.

We have issued seven reports for your attention: A report on the consolidated financial statements, which are on pages 425 to 429 of the Universal Registration Document. A report on the annual accounts, which are on pages 402 to 408 of the Universal Registration Document. A report on regulated agreements, which are on pages 430 to 435 of the Universal Registration Document. Four reports on transactions involving the company share capital, which are on pages 85 to 90 of the Notice of Meetings. Allow me now to outline the key points of our reports. With regard to reports on the accounts, our responsibility is to express an opinion on these consolidated financial statements based on our audit, and that there's no significant anomaly.

Our audit approach has taken into account the specific characteristics of your group. Our reports highlight the key points representative of the elements we considered most sensitive in forming our opinion. It's one, the ongoing concern, a key point in the reports on the annual and consolidated financial statements, evaluation of equity investments and related receivables, a key point in the report on the annual accounts, the evaluation of aeronautical assets, a key point in the report on the consolidated financial statements, recognition of revenue, key point in the report on the consolidated financial statements, and recognition of the French tax groups' deferred tax assets, key point in the report on the consolidated financial statements. Your company's Audit Committee and the Board of Directors have been kept regularly abreast of our work.

As a conclusion, in our opinion, we have no reservation, no observation, and the financial statements of your company and the consolidated financial statements of the group for the year ended 2022, presented in accordance with the first and second resolutions, have been approved without qualification and without comment. Now, with regard to our special report on regulated agreements, our report sets out the agreements authorized and entered into during the year just ended, and the reasons for entering into them. These agreements have been authorized by the board of directors, and they are submitted for your approval under resolutions four and five.

They relate to the buyback in June, July, and December of part of the undated, deeply subordinated notes, referred to in the fourth resolution. The conclusion of a commercial cooperation agreement on air freight between Air France-KLM, Société Air France, CMA CGM Air Cargo, and CMA CGM, which is the subject of the fifth resolution. Our report also mentions agreements entered into and approved previously that were ongoing throughout the year.

These agreements concern a subscription agreement for the issue of perpetual, deeply subordinated notes, a loan contract guaranteed by the French state, a framework agreement between Air France-KLM, KLM, and the Dutch state, the transatlantic partnership of Blue Sky signed with Delta Air Lines and Virgin Atlantic Airways, the cooperation agreement between Air France- KLM, Société Air France, KLM, and China Eastern, an adjustment to the financial conditions relating to the settlement of the partnership and cooperation agreement mentioned above, and a commitment relating to severance pay for the Chief Executive Officer, the directeur général. We have no comments to make on these resolutions. Our reports on capital transactions.

The first report deals with proposals to delegate powers to the council, of various issues of shares and/or securities, on which you are asked to vote in accordance, with resolutions, 19 to 24, 26 to 31, and 33. We have nothing to report on the information, and modalities given in the board of directors' report. We will issue a supplementary report, a complimentary one, on the use of these delegations of authority by the board of directors in the event of the issue of shares and/or securities giving access to the capital without pre-emptive subscription rights.

The second and third reports concern the proposed delegation to the board of directors of the power to decide to issue shares and/or securities giving access to the capital without pre-emptive subscription rights reserved for employees who are members of a company savings scheme, which appears in the 35th resolution, and reserved for employees of foreign companies, as set out in the 35th resolution. We have nothing to report on the information provided in the board of directors' report. We will issue in the same way, a supplementary report on the use of these delegations by your board of directors. Finally, the final report concerns the proposal to authorize the board of directors to reduce the share capital in accordance with the 37th resolution.

We have no comment to make on the reasons for, and terms and conditions of the proposed capital reduction. Madam, Chair, ladies and gentlemen, thank you for your attention and your confidence.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you, Mr. Statutory Auditor, I thank all statutory auditors for all the work done throughout 2022, which was very eventful and a busy year for you. Thank you. Now, dear shareholders, we can start our Q&A session. Let's— it takes about 30 minutes, if you don't mind. Let me remind you of the rules. What we suggest that we take a couple of questions together, so we can provide the most appropriate answers to your questions. I will suggest we be concise, so we can have as many questions as possible, so we allow more people to ask questions. Perhaps, Alexandre, you could orchestrate this?

Alexandre Boissy
EVP Corporate Secretary, Air France-KLM

Marie, Dear shareholders, as Steven told you earlier, the individual Shareholders' Consultative Committee was renewed this year, I invite them to stand up. I believe they're on the right of the room, on my right, at any rate. A questionnaire has been sent to individual shareholders who are members of the Shareholders Club, the CCAI will now ask three questions that emerged from this survey about your expectations for this General Assembly. You have the microphone three now.

Speaker 10

Hello, Mrs. Chair, Mr. DG, ladies and gentlemen, [Philippe Millet]. After several years of crisis and 15 years without the payment of dividends, what policy of dividend is scheduled with the bounce back in activities, and the return to positive results of Air France-KLM?

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you very much. I think Steven Zaat will answer your question, but let's have a second question.

Speaker 10

Hello, I come from individual shareholders of Air France-KLM. My question with regard to the environmental stakes. The Air France-KLM Group has been showing an objective of net zero of emissions of CO2 into by 2050. That's at once an objective which is far in the future, but also an ambitious one indeed. Moreover, many scientists doubt of the capacity of Air France-KLM to attain said objective. Could you tell us a few words about how you're looking to attain this target? Thank you.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you, gentleman. I think, Ben, you will answer this question.

Speaker 10

Right. Good afternoon. I'm [Isabelle Rant] from [D AI]. My question is about the air world, and it's important to be big to have an impact on the market. Also, what's Air France's strategy in terms of development, consolidation, and what are the next steps so that we can in have a stronger impact on the market? What are the projects?

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you, madam. Ben, I think this question will also be for you. We will answer these first three questions, if you can, Steven?

Steven Zaat
CFO, Air France-KLM

It is a very good question. We have suffered, of course, during the last years in our equity. We need first to restore our equity. The main target is first to make sure that we have sufficient equity. Then this question of dividends comes offshore, of course, again on the table. It is not something we foresee, let's say, in the next year. It's something more for the time after when we have sufficient equity in our balance sheet.

Ben Smith
CEO, Air France-KLM

Perhaps for the second question about how we plan to reach the ambitious targets of attaining net zero by 2050. This is one of our top priorities. We speak about it every single week at our group executive committee. We follow all of the projects that we have in place, and I'll start with the biggest one, which is capital expenditure. New aircraft make up at least 2/3 of our CapEx that we plan to spend in 2023 and 2024, which is new airplanes. As I mentioned in the few words that I said previously, we have an extensive fleet of Airbus A350-900s. We have 41 of those on order for Air France.

We have Airbus A220, 60 of them on order, or delivered for Air France as well. At KLM, we have 15 787-10s, 13 787-9s, and 25 Embraer E2. All of these aircraft range in price from EUR 30 million all the way up to EUR 200 million, and this is a very strong commitment on our part. As you know, the fuel reduction, CO2 reduction, noise reduction, as I said, this is a major, major part of our plan going forward. We take it very seriously. As I said, it is a top priority. Perhaps I'll ask Anne and Marjan to go into more detail of what we're doing at each specific airline.

Anne Rigail
CEO, Air France

Yes, good afternoon, everyone. It's indeed a priority, for Air France, we have lowered by 6% our CO2 emissions. When we did our decarbonization plan for the coming years, we have seen that we needed to double these, the reduction of the emissions, this is what Ben showed in his presentation, with an objective of 20% reduction of emissions, then using 10% of sustainable fuel, which is much more than the European world. It's only 6% in the European world, for us it's 10%. We see that for these efforts to renewing the fleet, decarbonization efforts, when it is possible.

Of all these efforts in our group and for an airline that has a lot of long carriers representing 80% of its carbon footprint, this will only make it steady if we do not change our energy fuels, which, i.e., sustainable fuel. Therefore, this is why it is important for what we'll have in terms of volume and price for sustainable fuel. This is really what is at stake in the future and about scientists being doubtful. I encourage you to read the report from the fuel academy scientists, and they really place the sustainable fuel at the core of the recommendations. We are going to have biomass fuel or synthetic fuels, and this will enable us to pave the way for a new possibility to decarbonize in the future with midterm steps, but in a zero net emission by 2050.

Ben Smith
CEO, Air France-KLM

At KLM?

Marjan Rintel
President and CEO, KLM

I will not repeat what my colleague, Anne Rigail, saying. We do, of course, the same. We are front runners in sustainability already for a long time. We flew biofuel on 2011, the first fly on synthetic fuel on 2021. We already use 1% of SAF today in our flights. Next to this, we need to focus on operational measures to obtain the targets, such as weight reduction, electrical equipment on the ground, route optimization, and of course, we need a Single European Sky.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

[Foreign language] T hank you, Ben. Thank you, Marjan. Third question, Ben was focusing on consolidation.

Ben Smith
CEO, Air France-KLM

Yeah, the consolidation, I guess, sequence has already started around the world, but now also in Europe. As you know, we have been under this European Commission series of bans that were in place. Now we're relieved of those because we fully repaid state aid both in the Netherlands and in France. As I said, this gives us complete flexibility to look at opportunities that may make sense for us. We've put some targets, and we've made some commitments towards reaching, in the midterm, a 7% to 8% margin, and that does not change. This is priority.

If there is an opportunity that does not jeopardize that makes sense for us, we will most definitely study and look at that and see if it is worth the risk. Not getting marginalized in Europe is key, but again, our 7%-8% midterm ambition is key. We've had some questions around TAP. This process has not officially started, so there's nothing to share on that. We did take a close look at ITA, the new carrier that's emerged since the bankruptcy of Alitalia. At the end, it didn't make sense for us, and we continue to study what else could be of interest to us.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you. Thank you, Ben, Alexandre. We're gonna take the next three questions in the room. I hope we've answered your questions, ladies and gentlemen. Thank you very much.

Alexandre Boissy
EVP Corporate Secretary, Air France-KLM

We'll continue to proceed, by packages of three questions in the room.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Let's take questions in the room. Question number two.

Alexandre Boissy
EVP Corporate Secretary, Air France-KLM

Question number two? Three? Maybe question five? A nd 6. Here we go.

Speaker 10

Bonjour. My name is [Marie Geleion], Amstelveen, a town you've probably known, as the headquarters of KLM are located there since a very long time. As a kid growing up in Amstelveen, I was proud of KLM, like everyone around me. This sense of pride has lessened a lot since my childhood. For decades, it is obvious that the activities of KLM are endangering lives of children, people, animals. The pride has gone at all since I realized that KLM is concealing the Paris Climate Agreement. KLM's climate targets for 2030 are negligible. Maybe KLM can do something in 2035. Do you know what the world looks like in 2035 after 12 more years of dangerous climate change?

I have only one simple question: Is KLM going to curb emissions, in absolute terms, over the entire value chains, it has Scope one, two, and three, with 2019 as base year, by at least 45% in the year 2030?

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

[Foreign language] Thank you, madam. I think this question will be for Marjan, and we'll answer this question later on. Right, question number—

Alexandre Boissy
EVP Corporate Secretary, Air France-KLM

The question number five.

Speaker 9

My name is Charlotte, and I'm part of the Dutch Fossil Free Movement, and my question is also for the CEO of KLM, Marjan Rintel. Today, we are here in Paris, the city that promised us climate action. Yet here we are, discussing growth plans of a polluting industry that has no viable option to decarbonize. Still, you fight degrowth with your lobby against kerosene taxation, with lawsuits against necessary caps, and by throwing sand in our eyes with your green marketing. You are posting pictures of flight attendants with recycled coffee grounds and of planes flying on a drop of cooking fat to obscure the fact that your growth plans will cook the climate. I am not the only one who says that you are misleading.

According to the Dutch state agents, you are misleading in your annual report about whether you have met the conditions for the government bailout. We all know, and you know, that continuing on this path is going to result in a loss: a loss for your shareholders, a loss for your employees, but most of all, in a loss of all life on Earth, especially the most vulnerable, who are not represented here today. Today, the Dutch court ruled that our greenwashing case, which you tried to block, will continue. My question to you is, it is now finally time that you are going to tell the truth about your unsustainable business model that is based on a fairy tale of growth, while a healthy world needs fewer flights. Are you going to tell the truth, or will you accept to be known as the Lying Dutchman?

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

[Foreign language] Thank you, madam.

Alexandre Boissy
EVP Corporate Secretary, Air France-KLM

Next, please. Question number six.

Speaker 10

Hello. Ladies and gentlemen, shareholders, I'm Mr. [Mormont Jules]. I'm an individual shareholder. I have one question to put to you. In the course of 2022, what progress has been accomplished with regard to the diminution of the issues presented by the fleet of Air France, KLM, and Transavia with regard to noise? The noise around Orly and Roissy- Charles de Gaulle. What efforts have been accomplished to help the people living in that area, and to ensure that the inhabitants of Pointe-à-Pitre, Fort-de-France, Cayenne, and of the areas that are flown over at low altitude? It happens that sometimes, when you are close to the airport areas and zones, you can feel... y ou have an impression of a kerosene, of jet fuel, that you can smell it.

It's true that it's less than 30 years ago. What do you do? What are you doing to ensure that that be zero? What impact does all of that have with regard to your objectives, to your environmental objectives, and the lowering of CO2 emissions? I am expecting from you, I am waiting from you, and hoping from you an objective answer.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

[Foreign language[ Right. Thank you. We're going to answer those three questions, that are all on the climate change and the challenge of climate change. Maybe Ben first.

Ben Smith
CEO, Air France-KLM

Before I ask Marjan and Anne to go into more specifics, so to the two people who posed the question specifically to Marjan, I think I have something overall in general to say is, we take, you know, the future of the health of the planet extremely seriously. However, going to zero flights, as we hear from some people immediately, is something that we view as a net negative for all the stakeholders that depend on flying around the world. That we don't believe that as a net neutral, that is actually in the best interest of all of our stakeholders.

We are, however, aligned with everything that you've just said, that there has to be a move forward as quickly as possible to reduce our impact, and you've heard some of the efforts that we've made. We are ahead of the majority of airlines. We're quite proud of what we've actually done. However, I think going further as to the levels that you are looking at, is not in the net, from a net perspective, what all stakeholders are looking for in total. Thank you for your comments. I think it keeps us— We like hearing about this. We like the pressure that you put on us. I think it's important.

We get pressure from a lot of our employees that wanna work in an industry, they can be proud of. Many of our employees have their own kids, their own families, that do exactly the same thing that you bring up, that this is extremely, you know, important, number one of importance in terms of, not just the aviation community, but many other, industries that do contribute to pollution. So maybe, Marjan, you can, you can specifically go into what the two ladies asked, and then we can ask Anne to talk about the third one.

Marjan Rintel
President and CEO, KLM

First of all, thank you for your question, and I'm really sad to hear that your pride in KLM has disappeared. I agree with you that we need to accelerate the decarbonization, and we do everything we can to accelerate this. The 45% you're mentioning is the reference, is an average reduction for all industries to achieve this goal of the Paris Climate Agreement. It's very important that we reach this goal altogether. However, some industries can accelerate more than others, and we therefore set our goals as well with the Science Based Targets Initiative for aviation, it's 30% reduction of PAX kilometers in 2030, and it is in line with the Paris Climate Agreement. Anne, you want to add, or you want me to proceed?

Anne Rigail
CEO, Air France

[Foreign language] Yes, to answer your question about the noise nuisance and, tied to global impacts, the renewal of the fleet is clearly the best solution to reduce noise pollution. A few figures: at Air France, we're bringing in an Airbus 350, replacing older 777 s 200, or other older planes. We're also bringing in 60 A220 Airbuses, and these new planes reduce noise by 44% compared to the planes they're replacing. By speeding up the renewal of the fleet, we're having a big impact on noise. We had only, I think, 4% of new generation aircraft in 2019, and we're gonna reach 30% by the end of this year. You see, it's a real and ongoing... It's not the medium term, it's now.

We're going to reach 70% by 20— half by 2025, and 75% in 2030. You mentioned Transavia and the impact of low cost for people, by the end of this year, they will receive neo A320s at a higher speed, with a reduced noise and CO2 footprint compared to what we have today. A lot of local work is underway with the local residents, the association representing them, to work on those reduction plans. There are also operational procedures, such as Continuous Descent, we're working on with the people and air control, too, 'cause we need air control to modernize, which they're doing, to be able to go ahead with Continuous Descent. It allows us to reduce the overall noise by removing steps and slowdowns. Thank you, gentlemen and ladies. We're gonna take next question. Marjan, wanted to add something?

Marjan Rintel
President and CEO, KLM

I think it's important to answer. We need to be very transparent in our communication. I agree with you, we need to learn, and we do it step- by- step. Last year already, we stopped all the communication you mentioned about because we agreed it's not the right way. We need to look forward, and we need to learn and do it in a different way. And your example of coffee recycling, I recognize as well. It's a very small thing. It's not about small things if you want to reach the CO2 reduction, it's about big things, so we communicate both.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

[Foreign language] Thank you, Marjan. It was important to specify this. We are all, along with Ben, concerned with the way we communicate, so we can't be told that we're not saying the truth. Alexandre, can you keep going with the questions?

Alexandre Boissy
EVP Corporate Secretary, Air France-KLM

Yes, of course, we do have other questions in the room. Question three, we had this raised earlier. Question one and two.

Speaker 10

[David Rondon], individual shareholder. I'd like to as say is for Ben Smith's attention. Since 2008, I've been traveling with Air France, and I can see a clear difference within amongst the teams. You're talking about operational excellence. Clearly, that's the case. We can see the difference, and I don't work with Air France. I'm not an Air France employee. Bear this in mind. They look much happier since 2018. This is about, because we're in France, there's always a but somewhere, and this is a question for Anne Rigail , maybe, or it'll be less nice. As a matter of fact, most of revenues are generated from the core of the business, the core of the reactor, so to speak.

I, our client, the Air France clients and the loyal clients of Air France programs, as so in Universal Registration Documents that we had 12 aircrafts with no Wi-Fi on board. Whilst 80% of the flights are equipped with in-flight Wi-Fi from Air France, from Paris to Montreal. Most of the time, the infotainment doesn't work, the Wi-Fi doesn't work, and you get your luggage lost along the way. When you get in touch with the customer service, they say, they tell you, We can't do anything for you. The answer is that, Okay, move on, basically. We can do better than that.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you. I'm sure Anne will be happy to take this question. Question number two or one? The second question, number one.

Speaker 10

Hello. [Foreign language] , and the rest will be in English. I live near Schiphol Airport, with my wife and our little kids, and we regret buying a house in a place that is targeted by hundreds of airplanes every day. It was the biggest mistake we ever made. Airplanes, many of them are yours, keep us awake at night, and we worry about the air we breathe. Maybe it's a good thing that your airplanes woke me up. I cannot ignore noise, and they constantly remind me of the climate change we cannot ignore. We stopped eating meat, we reduced our energy consumption, and we canceled all future plans to fly. We are staying grounded. It's not enough, but it's a start.

Unfortunately, whatever we do, when I look up, I see the fossil-fueled planes everywhere, and I have no reason to think that this will change anytime soon. Sustainable ways to fly will be too little, too late. I have one simple question: Is KLM going to curb its emissions in absolute terms over the entire value chain, in other words, Scope one, two, and three, with 2019 as base year, by at least 45%? I already heard your answer. The 45% is an average, that means that you want other sectors to work harder, you will do less. The only thing you have to do is fly less make the same numbers. Thank you.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you, sir. Third question, last question, number two.

Speaker 10

[Foreign language] Hello, [Philippe Sallanche], individual shareholder. Two very brief questions. Just like to share with you a couple of comments. I do a few Paris-Montreal return flights a year. I have a single daughter, and I really want to see her. She preferred to head to Canada. I don't know why. As a result, I do hope you'll never stop this service, this Paris-Montreal flights. Turning to the reality of the issues at hand, as one you might not be responsible for, is luggage. For about one year now, we've seen systematic issues with luggage, involving luggage. Maybe I'm on the same flights as this other gentleman there, but my have on two occasions my luggage got to me in miserable conditions, damaged. There might be a problem in [YC].

Something needs to be done. I don't know whether that's something I can do something about, and that's stupid stuff. You know, things have been stolen, and although these are not valuables. Now, that was the first point. Now, I'm a disabled citizen, and I are systematically asked to get on board before everybody, and I don't want to get caught in a waiting line. On two occasions, crew systematically forget about disabled citizens. That's a real problem you need to pay attention to. That's all I wanted to share with you.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you, sir. Ben, perhaps you can take that?

Ben Smith
CEO, Air France-KLM

Toanswer your question specifically about to the gentleman who lives around Schiphol Airport. The two questions that were asked in French, that people who visit Canada a lot, we'll have Anne answer those. [Foreign language] . Thank you very much for your loyalty. Thank you to the two of you. This is much appreciated by the teams. At Air France, we don't take this for granted. Now, in terms of where is the gentleman? Yes. In terms of the issues that we've experienced with onboard systems, and we'll tell you exactly what we're doing about it. For luggage systems, last year was a really complicated year for us. There was sorting machines issues, and there were strikes. We were hit by strikes at Aéroports de Paris.

It seems that, this summer, things are looking up, and we're much better prepared than last year. Teams between Paris Aéroport and Air France are working together to address these issues, and I believe that this summer, things will not be perfect. This is a challenging airport, to operate in, but, these things will improve from last year. We'll continue on with Anne. [crosstalk]

Marjan Rintel
President and CEO, KLM

Thanks for sharing your thoughts. Top noise reduction is a top priority for us, just as sustainability and CO2 reduction. Next week, we will present our plan to the Minister of Infrastructure in the Balanced Approach procedure to reduce noise, and for people living around Schiphol, next to the CO2 reduction we already mentioned before, and the investment in our fleet.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

[Foreign language] Thank you, Marjan. Anne?

Marjan Rintel
President and CEO, KLM

Yes. To try and answer this question, on which we could spend a lot of time, of course, these concern a lot of our time. We spend a lot of time on these issues. About Wi-Fi, I think there are only six 777 airplanes that are not technically with Wi-Fi. The difficulty with Wi-Fi is to keep a sustained reception. These systems are much less mature than what you have at home. These are colossal investments for airlines. It's likely we'll need to reinvest again soon. These are choices we made several years ago, which are no longer fully robust. To give you an example, even though it's not Paris-Montreal, the main concern is the 320 aircraft, we need to change components. You know, that's this, your supply chain is very cumbersome in aircraft.

It takes much longer to settle any problems. We are generally upgrading our Wi-Fi, not just certain installations. Of course, there are certain areas over the Atlantic, like the polar route, where there's no Wi-Fi at all, there's no satellite reception. We'll need better coverage. We are working on upgrading our Wi-Fi service. This is an investment, one of the investments we're making besides renewal of the fleet. It's one of our priorities. About black screens, that was bad luck. We ran into a problem on certain planes because of an upgrade, that was corrected, the pace of renewal of our aircraft has enabled us to onboard bigger, higher definition screens, more of the screens.

I'll take your name. I'll give you my email to make sure you will get an answer if this happens again, but I don't think it should happen. About luggage, like Ben said, these were our main two points of attention, as well as for queues at customs. The two topics we worked on as a priority with Paris Aéroport, hand- in- hand. It was decided to open two more sorters on the Roissy platform to improve our luggage sorting operations. We worked closely with the Paris Aéroport. That's improved maintenance. Last summer, it was not up to par and up to the standards our customers can expect, so this is a major point of attention. Also, you know, the problems we're having with air control, air traffic control, and so there's less time for luggage connections, and this leads to delays.

We have to solve these problems collectively with our partners, governments, civil aviation, et cetera, so we can get to the summer peak in a good situation. These are topics we've been working on since last summer, since they came up as major pain points. Anne, can you add an answer to the question on disability?

Anne Rigail
CEO, Air France

Let's talk. I'd like to see you afterwards, so you can tell me exactly what happened. We pay special attention to welcoming our passengers with problems moving around or getting on board, but of course, we can do better. We monitor indicators. There were big problems when we changed the service provider last year on the Charles de Gaulle Airport platform. We solved these problems since then. I wasn't aware of these problems of, abusive luggage— excessive luggage handling, and maybe because of losses. Let me take your points concrete, so we can work on these specific points, like all our employees try to do to improve the experience. Ben, you wanted to add something?

Ben Smith
CEO, Air France-KLM

[Foreign language] Yes, maybe to add, a few points for the gentleman who asked the third question. Monsieur truly is, good example of the values that our company offers on Dutch and French citizens, a few hundred thousand Dutch citizens and over 2 million French citizens who live outside of Europe. In our industry, this offers us a value, and we need to continue working with these communities for those who are outside of Europe.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you, Ben. Thank you, Anne. Thank you, Marjan. What I suggest we do is we need to maybe take two last questions. For the questions we cannot answer today, please write them down 'cause we're running out of time, and we want... Yes, I see there's a lot of questions. Yes, Alex?

Alexandre Boissy
EVP Corporate Secretary, Air France-KLM

I suggest we take question number two and question number three and six, and we'll take the others in writing.

Speaker 10

{Foreign language] Hello, [Alain Chabisier], individual shareholder. I shall be brief. Three comments. First of all, congratulations to the managing teams for the spectacular recovery of the group. This is an awesome recovery. Quickly on domestic flights, Air Inter, Régional, Brit Air, HOP!, what's happening today, any updates with regards to all of these bans for distances, for short distances? Final question, what is the group's strategy in terms of fuel hedging? Although this might not be a winning bet, right, and winning gamble.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you, sir.

Alexandre Boissy
EVP Corporate Secretary, Air France-KLM

Oui. Question number three, maybe.

Speaker 10

[Foreign language] Many thanks, dear Chair. My name's [Armand Kersten], a European Investors- VEB, an investors association. I'll be very brief. I'll try to be brief. This letter, as part of the fifth report to the Dutch state, to the second chamber of the Dutch Parliament and Ministry of Finance, wrote that the minister will form a judgment on the degree of conformity— of compliance from the part of KLM. On the basis of this judgment, on this, the cabinet will see in the future the opportunity as well as the legal feasibility of the next steps. Therefore, this is a key question right there. What's going to be happening, and what are gonna be the next steps, or the next for the Dutch state who maybe file a legal complaints against KLM?

This question is for the group and to the parent company, therefore. The state of this is judges and deemed that, and ask KLM admits in this letter of 24 May last year have not fulfilled its — the conditions required. As a result, the documents put forward is misleading. As I said, we'd like to know how the parent company, in view of its responsibility for the, its management control of the groups to include its subsidiaries, including its subsidiaries, to estimate the risks of reporting vis-à-vis misleading information from KLM to its parent company. As a conclusion, just a very quick comment.

We would like if we were to... We'd like to challenge the groups that in the future, Air France and KLM can truly, I'd say, stop spoiling the pilots, because we was under the impression that the pilots are running the show, both in Air France or at Air France and KLM. The group must reduce operating costs on a structured basis. We would therefore like to say that putting pilots in such a position cannot be sustainable. Thank you very much.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you, sir. Last question, question number six.

Speaker 10

[Foreign language]

Speaker 11

Hello, dear Chair. Can't see who's talking.

Speaker 10

[Foreign language] [Paul Laprevotte]. Dear Chair, since I've been a shareholder since 1975, as an individual shareholder, it's not 90 years, but nearly 50, former director of the company and the group. Each year, we vote in resolutions regarding the employees' shareholding schemes, and if they're not implemented and they don't get implemented, I am a strong believer in employees' shareholding schemes, and I hope this one will be approved in the Universal Registration Document, the employees' shareholding scheme, so that 3.7% in 2020, 2.5% in 2021, and 1.2% in 2022. There were a number of dilutive effects, but I do believe it will be high, it is high time to put these resolutions not only on the agenda, but to turn them into reality and approve them.

Secondly, in the registration document, on down the legal aspects, the freight, and Air France has been formally condemned and charged. It is that the company is considering going to appeals. What about the appeal from the prosecutor's office and ruling regarding the Paris, Rio or the Rio-Paris disaster? What about the social conditions, the number of violence in the workplace, violent acts in the workplace, and the number of claims filed within the company? Violence is— violent phenomena are growing. Company is no exceptions.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you very much. Ben, maybe on domestic flights, you have something to say with Anne, and we, of course, will answer the question on the state agent report for KLM. Lastly, the question from one of our shareholders.

Anne Rigail
CEO, Air France

[Foreign language] hedging?

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

On the hedging? Yes, thank you.

Ben Smith
CEO, Air France-KLM

[Foreign language] Yes, for this gentleman who submitted the question on our hedging policy. We abided by the French state's ruling to stop all domestic flights where there was a train alternative of two hours and 30 minutes. That is in place today. We do, however, see on some routes, you know, where there is a train alternative, perhaps a little longer. As an example, Marseille, we are seeing a big shift of our customer base to the train on a voluntary basis. Our flying schedule has significantly reduced as an example on that route. We find over two hours and 30 minutes, a lot of our customers who, for business reasons, for family reasons, are not able to allocate the amount of time it takes to go by train.

Two hours and 30 minutes seems to be the right balance. However, as I said, the people who can take the time to take three hours, four hours by train, we are seeing them actually do that. What we plan to do is to see how things play out. As I said, Marseille, we've reduced our capacity by up to 50%. Toulouse is reducing as well, we're seeing these double digits as well. Our domestic services are following the demands of our customers, of course, there is a lot more awareness about the impact of aviation on the environment. The majority of our customers are making, I would say, responsible decisions on how they would like to get to and from their destinations.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Marjan?

Marjan Rintel
President and CEO, KLM

Yes. On the state report, first of all, KLM is very grateful to the state, and that's what we said during the last few years of the support caused by Covid. Government support has been very effective. KLM has successfully survived the Covid period and the crisis, travelers can travel with us again. The conditions, however, were formulated in 2020 against a different background. When we came out of the crisis, we had a labor shortage, inflation, and a very difficult situation, long lines, waiting lines at Schiphol, and we needed to solve these problems. We achieved results. We achieved structural costs in the years 2020, 2021, and 2022. We have repaid the debt, the repayment of the wages also has begun.

KLM recorded a positive financial result, and the credit facility is ended, and we have a new credit facility in place with 14 banks. Of course, we had a dilemma last year. We needed to close a new CLA against these different circumstances. We needed to hire 600 extra staff to overcome the problems, and we still have a gap of a lot of staff due to the war in the Ukraine. In regard to the topic of misleading, KLM's reporting is always been correct and factual, and also today, our annual report is audited by two auditing firms. For us, this is an unqualified opinion.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

[Foreign language] Yes. In addition to what Marjan just said, as chairwoman for the Air France-KLM Group, I want to say that on this particular topic, within in our group and in our Audit Committee, we have followed very closely the different steps from the state agent and its report. At different moments, at each step of this report, we had a very serious follow-up, and what Marjan has just said is of great importance, as the conditions, the situation at the very beginning of the crisis is very different from what it is today.

We have to keep in mind that over the months and years that have passed by since the beginning of the crisis, we have had the state agent, and we have talked to them, discussed with them, and they have thanked us for the quality of our dialogue. This is what I wanted to say, and of course, this doesn't mean that we'll stop there. We will continue talking with the Dutch government through the intermediary of Marjan and the KLM offices, and of course, with Ben and myself, just as we did with the Dutch Parliament, if need be, to go and speak with Marjan on all the issues we're facing today. I want to say that Marjan is very brave, and thank you for facing these topics, 'cause Marjan has only been with us for a year.

Ben Smith
CEO, Air France-KLM

I'll add one quick remark about Marjan. Marjan's been here nine months, and in terms of a leadership position on the different options for transportation, Marjan does, when possible, take the train between Amsterdam and Paris. That can take quite a lot of time. You know, she either comes in in the afternoon and spends the whole afternoon, early evening, or she may do that the same the following day. There is a strong sign and leading from the top by our new CEO at KLM.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you, Ben. Steven, maybe you have a few words to say on the hedge on the employees.

Steven Zaat
CFO, Air France-KLM

The hedge. We are not hedging to gain money. We are actually hedging to make sure that if there's a shock in the oil price, that actually we have the, that we absorb that shock over a certain period and that we can act. We gained last year, EUR 900 million on our hedge portfolio, so it has been successful when the oil price increased. Now, we see that the oil price is decreasing. We continue our hedge policy to be in the quarter hedged on 70%, the next quarter, 55%, the Q3, 40%, and then 25%. On average, around 50% hedged for the year to come. That makes us agile, that we can at least, let's say, take six months to act in our pricing, whatever happens, let's say, to the oil price.

On the actionnaire individuel, I don't understand exactly the question. Is the question about the provisions?

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

[Foreign language]

Steven Zaat
CFO, Air France-KLM

Sorry. I think we put a resolution in front of you for the employee shareholders. It's not that we don't want to execute it. We are going to work on that plan. We will make sure that you don't come with the same complaint as you come today.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

[Foreign language] Yes, we're working on it. Soon, I'd like to come up with solutions to be implemented. We haven't answered anything on the Rio, on the freight, maybe?

Alexandre Boissy
EVP Corporate Secretary, Air France-KLM

We said this in our URD. We are still expecting the decision of the appeal court of the European Union, we've maintained the better provision of EUR 352 million in the accounts, in the P&L of Air France-KLM. No date as of yet, with regard to when the decision will be taken. The appeal was launched in June 2022, it's up to two years, but no more details. Maybe a few words with the compensation of our employees or remuneration levels.

Ben Smith
CEO, Air France-KLM

It's important for us to ensure that our entire team is remunerated appropriately, and we benchmark this to the industry, and in many instances, we are below industry standards. Our pilots, as well as the rest of our employees form, they are the base of our company. Our pilots are not above market, neither at KLM, neither at Air France. As you've seen in previous years, the relationship between some of our pilots and the corporation has not been aligned. We're very, very proud of our pilots. We stand by our pilots. We believe their remuneration is fair, and without this relationship, we don't believe we'd be able to achieve the results that we've been able to do over the last few years.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you. Thank you, Ben. Right. I'm very sorry, but we're running out of time. Anne, maybe can you say a few things about inappropriate behavior on aircraft?

Anne Rigail
CEO, Air France

We've seen the number of inappropriate behavior rise, we've worked on with the safety teams on the procedures to make sure that we handle these people responsible for inappropriate behavior correctly or deal with what may happen on the ground to protect our employees and of course, passengers as well. It's not a new topic, 'cause you know that an aircraft is a closed environment, when something happens, you know, have to deal with this immediately.

This, the numbers of these crimes have risen, we want to pay more attention on this in particular. I want to say that we have a good hold of these things. It is in parallel with what we see in civil society.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Well, thank you very much, Anne. I suggest that we close this Q&A session. I can see that some people still want to ask questions. I suggest that you give your questions to the organization people you see so we can answer them. Sorry, the question is not asked in the microphone. The interpreter cannot translate.

... The elephant that has been shoved aside by big words, slick movies, and mesmerizing programs. It shouldn't come as a surprise that this elephant is the climate catastrophe that's going on right now, right outside this door. In Pakistan, extreme floods impacted the lives of 33 million people, causing them to drown, starve, and leave their homes. You were making sure that KLM's profit would increase. While in the — [Foreign language] wildfires, sandstorms, and heatwaves, you were making sure that KLM's profit would increase. I had a lot of patience today, but not anymore. All these climate victims, all these countries that bear next to no responsibility for the climate catastrophe and suffer the most from it.

I am here appeal to your humanity [Foreign language]

We can't hear her. [Foreign language] Thank you, madam, for your comment, but I don't think we can answer this. Marjan, or would you like to say something?

Marjan Rintel
President and CEO, KLM

I feel responsible, and we are in an airline industry, and we need to accelerate. That's what we said. The industry can't do whatever we did, in the last couple of decades. We want to take bigger steps, that's what we discussed today. The impact of flying in the climate is there, so we need to reduce CO2, we need to reduce noise. We follow this by the scientific route, by the Paris Climate Agreement, by 30% in 2030.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

[Foreign language] Thank you, Marjan. Thank you very much. Before we close this Q&A session, in the name of the managing team of this group, and in particular, in the name of the people who are executive directors of these companies, that their commitment is sincere, and they have honest, skillful, and engaged people. I said that earlier, it's through dialogue that we can find the appropriate solutions. I invite you, just as we just did, invite you to participate in this dialogue and find the appropriate solutions together. Of course, it's very important to be able to listen to each other.

Thank you again very much for your participation and this question Q&A session, and we tried our best to answer your questions. For those of you who still have questions that we couldn't answer, please send them to us, and we will make sure that we will answer them. Once again, I want to thank you for this moment of dialogue, and I am going now to give the floor to Alexandre Boissy, so that we start voting on the resolutions. Thank you again.

Alexandre Boissy
EVP Corporate Secretary, Air France-KLM

Thank you, Anne-Marie. First, with regard to the quorum, because we now have the final quorum, 73.74%. The legal quorum is one quarter of shares with voting rights, has therefore been reached. This quorum represents all shareholders present, represented, or having voted by post. Before we proceed to the vote, I suggest you watch a film indeed, on the use of the tablets you have been provided with.

Speaker 12

[Foreign language]

Alexandre Boissy
EVP Corporate Secretary, Air France-KLM

I suggest that we move on to the vote. First, the ordinary resolutions. The first resolution with regard to the approval of the parent company financial statement for the year ended 31 December 2022, showing a net loss of EUR 13 million. Voting is now open. You have 12 seconds to vote. Vote is closed. Resolution was carried. Second resolution, now with regard to the approval of the consolidated financial statements for the year ended 31 December 2022, showing a net profit attributable to the group of EUR 728 million. Vote is open. Vote is closed. Resolution is carried. Third resolution with regard to the appropriation of net income for the year ended 31 of December 2022, it is proposed that the losses for the year be allocated to retained earnings. The vote is open. Vote is closed. Resolution carried.

Fourth resolution, with regard to the approval of three related party agreements within the French State. Vote is open. Vote is closed. Resolution carried. Fifth resolution, approval of a regulated agreement relating to the conclusion of a commercial cooperation agreement with CMA CGM. Vote is open. Vote is closed. Resolution is carried. Sixth resolution with regard to the re-election of Benjamin Smith as director for a four-year term. Vote is open. Vote is closed. Resolution is adopted. Seventh one, with regard to the ratification of the co-option of Mr. Pascal Bouchiat as director to replace Mrs. Astrid Panosyan. Vote is open. Vote is closed. Resolution is adopted. Eighth resolution with regard to the re-election of Mr. Pascal Bouchiat as the director for a four-year term. The vote is open. Vote is closed. Approved.

The ninth resolution, the ratification of the co-option of CMA CGM as a director to replace Mr. Rodolphe Saadé. Vote is closed. Approved. Resolution approved. The 10th resolution, reappointment of Mr. Cees 't Hart as a board director for a one-year term of office, subject to the approval by the shareholders meeting of the amendment to Article 18 of the Articles of Association. Vote open. Vote closed. Approved. 11th resolution with regard to the appointment of Mr. Yann Leriche as a board director for a four-year term of office. Vote open. Vote closed. Approved. 12th resolution with regard to approval of the information on the 2022 compensation for each of the company officers required by Article L2210-9, one of the French Commercial Code. Vote open. Vote closed. Resolution carried.

13th resolution, approval of the fixed, variable, and extraordinary components of the total compensation and benefits of any kind paid during the 2022 financial year or granted in respect to this financial year to Ms. Anne-Marie Couderc as Chair of the Board of Directors. Vote open. Vote closed. Carried. 14th resolution, approval of the fixed, variable, and extraordinary components of the total compensation and benefits of any kind paid during the 2022 financial year or granted in respect to this financial year to Mr. Benjamin Smith as Chief Executive Officer. Vote open. Vote closed. Resolution carried. 15th resolution, approval of the 2023 remuneration policy for non-executive directors. Vote open. Vote closed. Resolution carried. 16th resolution, approval of the 2023 remuneration policy for the Chair of the Board of Directors. Vote open. Vote closed. Resolution carried.

17th resolution, approval of the 2023 remuneration policy for the Chief Executive Officer. The vote is open. Vote closed. Resolution carried. [18th] resolution, authorization for the Board of Directors to carry out transactions involving the company shares. Vote open. Vote closed. Vote carried. We will now move on to the extraordinary resolutions. We begin with the financial delegations that can be used outside of public offer periods. The 19th resolution is regard to delegation of authority to the Board of Directors to issue shares or securities with preemptive subscription rights for existing shareholders, up to a maximum per value of EUR 1,285,000. Vote is open. Vote is closed. Resolution carried.

20th resolution, delegation of authority to the Board of Directors to issue shares or shares equivalent by means of public office, other than those referred to in Article L 411-2, one of the French Monetary and Financial Code, without preemptive subscription rights, but with a mandatory priority subscription period, up to a maximum nominal amount of EUR 1.285 million. Vote is open. Vote is closed. Resolution carried. 21st resolution, delegation of authority to issue ordinary company shares or securities, granting access to other company securities by way of public offerings other than those referred to in Article L 411- 2, first of the CMF. No preferential subscription right, optional priority subscription period outside of EUR 514 million. Vote is open. Vote closed. Resolution carried.

22nd resolution, delegation of authority to the Board of Directors to issue shares and securities without preemptive subscription rights for existing shareholders by means of a public offering, as referred to in the first of Article L 411-2 of the French Monetary and Financial Code, up to a maximum nominal amount of EUR 514 million. The vote is open. Vote is closed. Resolution carried. 23rd resolution, delegation of authority to the Board of Directors to increase the number of shares to be issued in the event of a capital increase, with or without shareholders' preemptive subscription rights by up to 15% of the amount of the initial issue. Vote open. Vote closed. Resolution carried.

24th resolution, delegation of powers to the Board of Directors to increase the share capital by up to 10% in order to remunerate contributions in kind made to the company in the form of shares or securities, giving access to the share capital. Vote is open. Vote is closed. Resolution carried. 25th resolution, delegation of authority of the Board of Directors to increase the share capital by capitalization of reserves, profits, share premiums, or other amounts that may be capitalized up to a maximum nominal amount of EUR 1.285 million. Vote is open. Vote closed. Resolution carried. We'll move on now to the delegations which are available during takeover bids.

We'll start with the 26th resolution, delegation of authority to the Board of Directors to issue shares of securities with preemptive subscription rights for existing shareholders, up to a maximum nominal amount of EUR 643 million. Vote is open. Voting is closed. The resolution is carried. 27th resolution on the delegation of authorities to issue ordinary company share securities, granting access to other company security by way of public offerings other than those referred to in Article L 411-2, one of the CMF. No preferential subscription right, mandatory subscription period within tender offer period, with a maximum authorized of EUR 643 million. Vote is open. Voting is closed. Resolution is carried.

28th resolution on delegation of authorities to issue ordinary company share security, granting access to other company's securities by way of public offerings other than those referred to in Article L 411-2, one of the CMF. No preferential subscription right, optional priority subscription period, limited to EUR 250 million within tender offer period. Vote is open. Vote is closed. R esolution is carried. 29th resolution, delegation of authority to issue ordinary company share security, granting access to other company's securities by way of public offering, by way of the public offerings referred to in Article L 411-2, one of the CMF. No preferential subscription right, and within the maximum a mount as indicated here. Vote is open. Voting is closed. Resolution is carried.

The 30th resolution on delegation of authorities to the board to increase the number of securities to be issued in the event of a capital increase, with or without preferential subscription right, within the limit not to exceed 15% of the amount of the initial issuance. Voting is open. Vote is closed. R esolution is carried. 31st resolution on delegation of power to increase the share capital by an amount not to exceed 5% of the share capital in order to compensate contributions in kind granted to company, then comprised of capital securities or securities granting access to share capital. Voting is open. Voting is closed. R resolution is carried.

32nd resolution on delegation of authority to increase the share capital via capitalization of reserves, profits, premiums, or other amounts eligible for capitalization within a maximum authorized amount of EUR 643 million. Voting is open. Voting is closed. R esolution is carried. Next resolution on the delegation of authorities having more flexibility on the price setting. Delegation of authority determining the issue price of ordinary shares and/or securities, granting access to other capital securities limited to 10% and without preferential subscription rights, maximum authorized 10% of the share capital. Voting is open. Voting is closed. Resolution is carried. Next resolutions, 34, 35, for the employees of the group.

Resolution 34 on delegation of authorities to be granted to the board of directors for the purpose of carrying out capital increases reserved to members of a company or group savings plan, without shareholders' preferential subscription rights within a limit of 3% of the share capital. Voting is open. Voting is closed. R esolution is carried. Resolution 35, delegation of authorities to be granted to the board of directors for the purpose of carrying out capital increases reserved to categories of beneficiaries composed of employees of foreign subsidiaries, without shareholders' preferential subscription rights within the limit of 3% of the share capital. Voting is open. Voting is closed. R esolution is carried.

Resolutions 36, 37, this one is about the 36th resolution on the reverse share split of the company share by allocating one new ordinary share for 10 ordinary shares. Voting is open. Voting is closed. R esolution is carried. 37th resolution, this is an authorization to carry out capital reduction not due to losses through a reduction in the nominal values of the shares and the allocation of the amount of the reduction to share premium accounts. Voting is open. Voting is closed. R esolution is carried. Resolutions 38, 39, amendment of Article 18 and 26 of the Articles of Incorporation. Article 18, related to the term of office of board of directors. Voting is open. Voting is closed. Resolution is carried.

Resolution 39 on amendment of Article 26 of the Articles of Incorporation related to the age limit of a company's officers. Voting is open. The vote is closed. R esolution is carried. 40th resolution, the final one, on powers to accomplish formalities. Voting is open. Voting is closed. R esolution is carried. All resolutions have now been submitted to voting. I'd like to again the floor over to the chair.

Anne-Marie Couderc
Chair of the Board of Directors, Air France-KLM

Thank you, Alexandre, for voting these resolutions. Thank you, ladies and gentlemen. Thank you, dear shareholders. Our general assembly is now over. I want to thank you for being here this afternoon, for the quality of our dialogue, even though we had a bit of disruption at the end of our meeting. The quality of our dialogue was very good, and I really want to thank you for being part of this general assembly and these debates. I think you can really trust Air France-KLM's commitment to rebuild a European leadership, and we want to make sure we continue our transformation and make new additional profits and guarantee our energy and environmental transition. You can count on Ben's professionalism and his team, and I want to thank... I want to seize this opportunity to thank you for being a part of this general assembly. Thank you, everyone. Thank you.

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