Société Air France €200,000,000 4.75 Per Cent

Prospectus dated 19 April 2007

Société Air France €200,000,000 4.75 per cent. Notes due 2014 to be assimilated (assimilables) and interchangeable for trading purposes with the existing €550,000,000 4.75 per cent. Notes due 2014 issued on 22 September 2006, resulting in an aggregate issued principal amount of €750,000,000 4.75 per cent. Notes due 2014 (ISIN: FR0010369413)

Issue Price: 98.848 per cent. of the aggregate principal amount of the Notes, plus an amount corresponding to the accrued interest from, and including, 22 September 2006 to, but excluding, 23 April 2007 at a rate of 2.7719 per cent., i.e. €5,543,800 (calculated on the basis of the actual number of days elapsed)

The €200,000,000 4.75 per cent. Notes due 2014 (the "Notes") of Société Air France (the "Issuer") will be issued outside the Republic of France on 23 April 2007 (the "Issue Date") and will, upon listing, be assimilated (assimilables) and interchangeable for trading purposes with the €550,000,000 4.75 per cent. Notes due 2014 issued on 22 September 2006. The Notes will bear interest from, and including, 22 September 2006 to, but excluding, 22 January 2014, at the rate of 4.75 per cent. per annum payable annually in arrear on 22 January in each year, except that the first payment of interest will be made on 22 January 2008 for the period from, and including, 22 September 2006 to, but excluding, 22 January 2008. Payments in respect of the Notes will be made without deduction for or on account of taxes imposed or levied by the Republic of France to the extent described under "Terms and Conditions of the Notes – Taxation". Unless previously redeemed or purchased and cancelled, the Notes will be redeemed in full at their principal amount on 22 January 2014. The Notes may, and in certain circumstances shall, be redeemed, in whole but not in part, at their principal amount together with accrued interest in the event that certain French taxes are imposed (See "Terms and Conditions of the Notes - Redemption and Purchase"). Noteholders (as defined in "Terms and Conditions of the Notes") will be entitled, following an Air France Put Event or an Air France-KLM Put Event, to request the Issuer to redeem or, at the Issuer’s option upon the occurrence of an Air France-KLM Put Event, to procure the purchase of their Notes at their principal amount together with any accrued interest as more fully described in "Terms and Conditions of the Notes – Change of Control". This document constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of Directive 2003/71/EC. Application has been made for the Notes to be admitted to trading on the regulated market (within the meaning of Directive 2004/39/EC) of the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange. The Notes will on the Issue Date be inscribed (inscription en compte) in the books of Euroclear France which shall credit the accounts of the Account Holders (as defined in "Terms and Conditions of the Notes - Form, Denomination and Title") including Euroclear Bank SA/N.V. ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). The Notes have been accepted for clearance through Euroclear France, Euroclear and Clearstream, Luxembourg. The Notes are issued in dematerialised bearer form in the denomination of €50,000 each and will at all times be represented in book entry form (dématérialisé) in the books of the Account Holders in compliance with Article L.211-4 of the French Code monétaire et financier. No physical document of title will be issued in respect of the Notes. See "Risk Factors" below for certain information relevant to an investment in the Notes. The Notes have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") and are only offered outside the United States in reliance on Regulation S under the Securities Act.

HSBC Société Générale Corporate & Investment Banking

The Issuer, having made all reasonable enquiries, confirms that this Prospectus contains or otherwise incorporates by reference all information with respect to the Issuer, the Issuer and its subsidiaries and affiliates taken as a whole (the "Group" or the "Air France Group") and the Notes which is material in the context of the issue and offering of the Notes; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions or intentions expressed in this Prospectus with regard to the Issuer and the Group are honestly held or made, have been reached after considering all relevant circumstances and are based on reasonable assumptions; there are no other facts in relation to the Issuer, the Group or the Notes the omission of which would, in the context of the issue and the offering of the Notes, make any statement in this Prospectus misleading in any material respect; and all reasonable enquiries have been made to ascertain and verify the foregoing. The Issuer accepts responsibility accordingly. This Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuer or the Joint Lead Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offering of the Notes in certain jurisdictions, including, without limitation, the United States, the United Kingdom and the Republic of France, may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers and sales of Notes and distribution of this Prospectus, see "Subscription and Sale" below. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and, subject to certain exceptions, may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). No person is authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer or the Joint Lead Managers. The delivery of this Prospectus at any time does not imply that the information contained in it is correct as at any time subsequent to its date. In making an investment decision regarding the Notes, prospective investors should rely on their own independent investigation and appraisal of the Issuer, its business and the terms of the offering, including the merits and risks involved. The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective investor should consult its own advisers as to legal, tax, financial, credit and related aspects of an investment in the Notes. The Joint Lead Managers have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers or any of them as to the accuracy or completeness of the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection with the Notes or their distribution. See "Risk factors" below for certain information relevant to an investment in the Notes. In this Prospectus, references to the "Air France-KLM Group" are to the group consolidating the Issuer and its consolidated subsidiaries and affiliates and KLM and its consolidated subsidiaries and affiliates (the "Air France-KLM Group"). In this Prospectus, unless otherwise specified or the context requires, references to "euro", "EUR" and "€" are to the single currency of the participating member states of the European Economic and Monetary Union and references to "dollars", "USD" or "$" are to the single currency of the United States of America.

TABLE OF CONTENTS

Persons responsible for the information given in the Prospectus...... 4

Incorporation by reference ...... 5

Risk factors...... 7

Terms and Conditions of the Notes ...... 15

Use of Proceeds...... 26

Description of the Issuer...... 27

Recent Developments...... 50

Subscription and Sale ...... 60

General Information ...... 62

PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS

The Issuer accepts responsibility for the information contained (or incorporated by reference) in this document. To the best of its knowledge, having taken all reasonable care to ensure that such is the case, the information contained (or incorporated by reference) in this Prospectus is in accordance with the facts and contains no omission likely to affect its import.

Société Air France 45, rue de Paris 95747 Roissy – Charles de Gaulle France

Duly represented by: Jean-Cyril Spinetta Président-Directeur général

INCORPORATION BY REFERENCE

This Prospectus shall be read and construed in conjunction with the following documents which have been filed with the Luxembourg Commission de Surveillance du Secteur Financier and are incorporated in, and shall form part of, this Prospectus:

(a) The unaudited consolidated financial statements of the Issuer in the French language prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("EU GAAP") and the statutory auditors’ report issued in the French language in accordance with professional standards applicable in France with respect to the consolidated financial statements as of, and for the period started 1 April 2006 and ended, 30 September 2006;

(b) The audited consolidated financial statements of the Issuer in the French language prepared for the first time in accordance with EU GAAP and the statutory auditors’ report issued in the French language in accordance with professional standards applicable in France with respect to the consolidated financial statements as of and for the year ended 31 March 2006; and

(c) The audited consolidated financial statements of the Issuer in the French language prepared in accordance with French Generally Accepted Accounting Principles ("French GAAP") and the statutory auditors’ report issued in the French language in accordance with professional standards applicable in France on the consolidated financial statements as of and for the year ended 31 March 2005; save that any statement contained in a document which is incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise).

Copies of the documents incorporated by reference are available without charge (i) on the website of the Luxembourg Stock Exchange (www.bourse.lu) and (ii) on request at the principal office of Issuer or of the Paying Agents (Société Générale Bank & Trust and Société Générale) during normal business hours so long as any of the Notes is outstanding, as described in "General Information" below. The free translation into English of the documents incorporated by reference are available without charge on request at the principal office of Issuer or of the Paying Agents during normal business hours so long as any of the Notes is outstanding, as described in "General Information" below.

The information incorporated by reference in this Prospectus shall be read in conjunction with the cross reference list below. Any information not listed in the cross-reference list but included in the documents filed with the Commission de Surveillance du Secteur Financier is given for information purposes only.

CROSS-REFERENCE LIST

ANNEX IX of European Regulation 809/2004/EC

9.11.1. Historical financial information

Unaudited interim condensed consolidated financial statements of the Issuer for the period from 1 April to 30 September 2006 (a) consolidated balance sheet; 1 April – 30 September 2006 consolidated financial statements pages 3 and 4

ANNEX IX of European Regulation 809/2004/EC

(b) consolidated income statement; 1 April – 30 September 2006 consolidated financial statements page 2

(d) accounting policies and explanatory notes. 1 April – 30 September 2006 consolidated financial statements pages 8 to 24

Audited consolidated financial statements of the Issuer for the financial year ended 31 March 2006: (a) consolidated balance sheet; 2006 consolidated financial statements pages 3 and 4

(b) consolidated income statement; 2006 consolidated financial statements page 2

(d) accounting policies and explanatory notes. 2006 consolidated financial statements pages 8 to 74

Audited consolidated financial statements of the Issuer for the financial year ended 31 March 2005: (a) consolidated balance sheet; 2005 consolidated financial statements pages 3 and 4 (b) consolidated income statement; 2005 consolidated financial statements page 2 (c) consolidated cash flow statement; 2005 consolidated financial statements page 6 (d) accounting policies and explanatory notes. 2005 consolidated financial statements pages 7 to 55 9.11.3. Auditing of historical annual financial information

Auditors’ report on the unaudited interim condensed 1 April – 30 September 2006 auditors’ report pages 1 consolidated financial statements for the period from to 3 1 April to 30 September 2006

Auditors’ report on the consolidated financial statements 2006 auditors’ report pages 1 to 3 for the financial year ended 31 March 2006

Auditors’ report on the consolidated financial statements 2005 auditors’ report pages 1 to 4 for the financial year ended 31 March 2005

RISK FACTORS

Prior to making an investment decision, prospective investors should consider carefully all of the information set out and incorporated by reference in this Prospectus, including in particular the following risk factors. Prospective investors should be aware that this section is not intended to be exhaustive and that the risks described herein may combine and thus modify one another. They should make their own independent evaluations of all risk factors and should also read the detailed information set out elsewhere in this Prospectus. Terms defined in "Terms and Conditions of the Notes" below shall have the same meaning in the following section.

RISK FACTORS RELATING TO THE ISSUER

For the avoidance of doubt, and unless specified to the contrary, references in this section to the "Group" are to the Air France Group consolidating the Issuer and its subsidiaries and affiliates. References to the "Air France-KLM Group" are to the group consolidating the Issuer and its consolidated subsidiaries and affiliates and KLM and its consolidated subsidiaries and affiliates.

Risks linked to the European air transport industry

Risks linked to the cyclical and seasonal nature of the air transport industry The Group’s activities are affected by local, regional and international economic conditions. Periods of sluggish economic activity and crises are likely to affect demand for transport, both for tourism and for business travel, and have an impact on the Group’s financial results. Furthermore, during such periods, the Group may have to accept the delivery of new aircraft or may be unable to sell unused aircraft on acceptable financial terms.

Risks linked to changes in international, national or regional regulations and legislation The Group’s activities are highly regulated, notably with regard to traffic rights and operating standards (with the most important concerning security, aircraft noise, airport access and the allocation of time slots). Additional laws and regulations and tax increases (aeronautical and airport) could lead to an increase in operating expenses or reduce the Group’s revenues. The ability of transporters to operate international lines is liable to be affected by amendments to agreements between governments. As such, future laws or regulations could have a negative impact on the Group’s activity.

Risks linked to terrorist attacks, threats of attacks, geopolitical instability, epidemics or threats of epidemics The attacks of 11 September 2001 in the United States have had a major impact on the air transport sector. Airlines have seen falling revenues and rising costs linked notably to the fall in demand and to higher insurance and security costs. Certain aircraft have also seen their value drop. The SARS epidemic resulted in a sharp fall in air traffic and revenues in Asia. Any future attack, threat of an attack, military action, epidemic or perception that an epidemic could occur, could have a negative impact on the Group’s passenger traffic.

Unfair competition risks between EU and US airlines Following the events of 11 September 2001, the US airlines have been receiving substantial subsidies from the US federal authorities, whether in terms of insurance, security or pension fund liabilities. Moreover, four of the largest companies have filed for Chapter 11 protection, which allows them to restructure without calling into question their capacity development plans. Thus the US air carriers benefit from a significant competitive advantage over their European competitors operating on North Atlantic routes.

Risks linked to competition from other air and rail transport operators The air transport industry is highly competitive. The deregulation of the European market on 1 April 1997 and competition between carriers have led to a reduction in prices and an increase in the number of competitors. On 22 March 2007, the European Union approved the EU-US Open Skies agreement

which is due to enter into force in March 2008. This agreement provides, in part, that European airlines may operate flights to the US from any EU country, as opposed to just from their home country. This may result in increased competition for both Air France and KLM as, beginning in March 2008, any European airline may fly from CDG or Schiphol to the US. Nevertheless, Air France and KLM should be in a position to expand both their own network and the SkyTeam alliance network, and offer their customers new transatlantic routes. By enhancing transatlantic competition, this agreement should also make it easier for EU and US antitrust authorities to approve more commercial integration inside alliances. This will benefit global alliances like SkyTeam, which will be in a position to deliver a seamless world-wide product to customers. On its short and medium-haul flights to and from France and other European countries, the Air France Group competes with alternative means of transport. More specifically, the high-speed TGV train system in France competes directly with the Navette Air France, a shuttle service between Paris and the major French cities. Air France’s flights to London are in direct competition with the Eurostar train service. An extension of the high-speed train networks in Europe is likely to have a negative impact on the activity and economic results of the Group. Today, Air France is also facing competition from low- cost airlines. The percentage of routes on which Air France is in competition with these airlines has risen sharply over the last ten years. This competition is expected to continue or even intensify. The use of the internet has made it possible for customers to compare prices on a given route. This competition could have a negative impact on the Group’s business and economic situation.

Risk of loss of flight slots Due to the saturation at major European airports, all air carriers must obtain flight slots, which are allocated in accordance with the terms and conditions defined in Regulation 95/93 issued by the EC Council of Ministers on 18 January 1993. Under this regulation, at least 80% of the flight slots held by air carriers must be used during the period for which they have been allocated. Unused slots will be lost by this carrier and transferred into a pool. The regulation does not provide for any exemptions for situations in which, due to a dramatic drop in traffic caused by exceptional events, air transport companies are required to reduce activity levels substantially and no longer use their flight slots at the required 80% level during the period in question. The European Commission, however, decided to amend Regulation 95/93, temporarily suspending the rule governing the loss of unused flight slots following 11 September, the conflict in Iraq and the SARS epidemic, the European carriers having been forced to reduce their capacity to adjust to these crises.

Environmental risks The air transport industry is governed by numerous environmental regulations and laws, focusing notably on issues such as noise exposure, gas emissions, the use of dangerous substances and the handling of waste products and contaminated sites. Over the last few years, the French, Dutch, European and US authorities have adopted various regulations, especially regarding noise pollution and the age of aircraft, introducing taxes on air transport companies and obligations for them to ensure the compliance of their operations. Compliance with the various environmental regulations could lead to additional costs for the Group and impose new restrictions on its subsidiaries with regard to their equipment and facilities, which could have a negative effect on the Group’s activity, financial position or results.

Risks linked to the Issuer’s activity

Risks linked to assurances given to KLM and the Dutch State In connection with their combination, Air France and KLM have given certain assurances to the Dutch State in order to maintain the quality of the KLM network at Schiphol, involving certain obligations for both Air France and KLM. In addition, Air France-KLM has given KLM certain other assurances with a view to safeguarding some of the founding principles of their combination. These assurances could limit Air France-KLM’s capacity to adjust to changes in its economic and competitive environment and could have a negative impact on its activities and financial situation.

Risks linked to commitments made by Air France in relation to the European Commission For the European Commission to authorize Air France’s combination with KLM, Air France had to make a certain number of commitments, notably with regard to the possibility of making landing and takeoff slots available to rival airlines at certain airports. The implementation of these commitments has not had and is not expected to have a significant negative impact on the activities of Air France. EasyJet’s appeal against the ruling handed down by the European Commission authorizing the combination was rejected by the Court of First Instance on 4 July 2006.

Risks linked to changes in commercial alliances The maintenance and development of strategic relations and alliances with partner companies is critical for the Group’s activity. Air France is member of the SkyTeam alliance, which is made up of KLM, Aeromexico, Alitalia, CSA Czech Airlines, Continental, Delta Airlines, Korean Air, Northwest and, since April 2006, Aeroflot. The success of this alliance depends in part on the strategies pursued by the various partners, over which Air France has a limited level of control. The lack of development of an alliance or the decision by certain members not to fully participate in or to withdraw from the alliance could have a negative impact on the activity and financial position of the Group. Furthermore, the airline sector is expected to see a rise in consolidation, notably through alliances. As such, the loss of or failure to develop these strategic alliances could have a negative impact on the Group’s business and financial position. In June 2006, the European Commission raised a number of objections concerning the operation of the SkyTeam alliance. Air France and its partners responded to those concerns in October 2006. In the event that the European Commission maintains its concerns, it is possible that Air France and its partners may make a certain number of commitments, including possibly making landing and takeoff slots available to rival airlines at certain airports.

Risks linked to financing Air France has been able to finance its capital requirements by contracting unsecured debt (including bonds and bonds exchangeable into Air France-KLM shares) or securing loans against its aircraft, which represent attractive collateral for lenders. This may not be the case in the future. Any prolonged obstacle preventing the raising of capital would reduce the Group’s borrowing capabilities and any difficulty in finding financing under acceptable conditions could have a negative impact on its activity and economic results.

Risks linked to social conflicts and the negotiation of collective agreements Personnel costs account for around one third of the revenues of the Air France Group. As such, the level of salaries has an impact on operating results. The profitability of the Group could be affected if the Group were unable to conclude collective agreements under satisfactory conditions. Any strike or cause for work to be stopped could have a negative impact on the Group’s activity and economic results.

Risks linked to the use of third-party services The Group’s activities are dependent on services provided by third parties, such as air traffic controllers and public security officers. The Group also uses sub-contractors over which it does not have any direct control. Any interruption in the activities of these third parties (as a result of a series of strikes) or any increase in taxes or service prices could have a negative impact on the Group’s activity or financial results.

Risks linked to the closure of Terminal 2E at Roissy-Charles de Gaulle Following the collapse of part of the boarding area in the departure hall in Terminal 2E and its subsequent closure, Air France was obliged to reorganize its flight arrivals and departures between the various terminals leased from Aéroports de Paris at Roissy-Charles de Gaulle. The prolonged closure of Terminal 2E, despite the compensation that Air France may obtain from Aéroports de Paris, could have a negative impact on the Group’s activity and economic results.

Risk management

Market risk management Market risk management is the responsibility of the Risk Management Committee (RMC) at the Air France-KLM Group level, which comprises, for Air France, the Chief Executive Officer and the Deputy Chief Executive Officer, Economic and Financial Affairs and, for KLM, the Chief Executive Officer and the Chief Financial Officer. The RMC meets at the beginning of each quarter and decides, after a review of the Group risk report, the hedging to be implemented: • multi-year for fuel, foreign currency and interest rate risk; and • targets for hedging ratios and the deadlines for the respect of these targets. These decisions are implemented within Air France by the treasury and fuel purchasing departments in compliance with the procedures governing the delegation of powers. The level of cash and cash equivalents is monitored daily by the treasury department, which produces a detailed monthly document reporting, amongst other information, interest rate and currency positions, the portfolio of hedging instruments, a summary of investments and financing by currency, and a statement of counterparty limits. This report is sent to the executive management. The policy on fuel hedging is the responsibility of the fuel purchasing department, which is also in charge of purchasing fuel for physical delivery. The treasury department follows the outstanding position per counterpart and the fuel purchasing department produces a weekly report sent to the executive management. This mainly includes the transactions carried out during the week, the valuation of all positions, the hedge percentages as well as the breakdown of instruments and underlyings used, average hedge levels and the resulting net prices. All of these data cover the current and next three years. The use of hedging aims to reduce the exposure of Air France and, therefore, to preserve budgeted margins. The instruments used are forward contracts, swaps and options. In-house procedures governing risk management closely monitor the IAS 39 qualification of instruments used in the strategy. Generally, transactions qualified as "trading" under IAS 39 accounting norms are not used but can be accepted within a certain limit.

Currency risk The majority of the Group’s revenues are generated in euros. However, because of its international activities, the Group incurs a foreign exchange risk on the main global currencies, particularly the US dollar, pound sterling and the yen. Therefore, any changes in the exchange rates for these currencies in relation to the euro will have an impact on the Group’s financial results. With regard to the US dollar, since expenditures such as fuel costs, operating lease costs and a portion of maintenance costs exceed the level of revenue, any significant appreciation in the dollar against the euro could result in a negative impact on the Group’s activity and financial results. For the yen and pound sterling, the level of revenues is higher than expenditures. As a result, any significant decline in these currencies against the euro could have a negative effect on the Group’s activity and financial results. In order to reduce its currency exposure, Air France has adopted hedging strategies. For the US dollar, Air France has a systematic hedging policy designed to cover approximately 30% of its net exposure over a sliding 12 months. This percentage may be increased to 70% over the financial year according to market conditions and expectations. For the other currencies, depending on market conditions, hedging levels may be between 30% and 70% of expected revenues for the current year and, in certain cases, the next two or three years. As far as capital expenditures are concerned, the Group has a high level of exposure to an increase in the dollar against the euro as aircraft and spare parts are purchased in US dollars. In this area, the procedure for hedging the currency risk provides for minimum systematic hedging of 30% at the beginning of the year. The exchange rate risk on the Group’s financial debt is very limited as the Group’s debt after taking into account derivatives is mainly denominated in euros.

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Despite this active hedging policy, not all exchange rate risks are covered, notably in the event of a major currency fluctuation. The Group might then encounter difficulties in managing currency risks, which could have a negative impact on the Group’s business and financial results.

Interest rate risk The Group's financial debt is mostly based on floating-rate instruments in line with market practice. However, the Group is working to reduce its exposure to interest rate risk. For this purpose, capitalizing on the historically low level of interest rates over the last three years, Air France has used swap strategies to convert a significant proportion of its floating-rate debt into fixed rates. Cash resources invested at variable rates exceed the amount of debt at floating rates. Air France is thus exposed to a fall in interest rates.

Equity risk Air France cash resources are not invested in the equity market (whether directly or in the form of equity mutual funds).

Fuel price risk Risks linked to the jet fuel price are hedged in accordance with the joint strategy of the Air France- KLM Group. The following minimum requirements must be respected: Hedge percentage: • Current financial year (N): 65% of volumes consumed, • Subsequent financial year (N+1): 45% of volumes consumed, • Year N+2: 25% of volumes consumed, • Year N+3: 5% of volumes consumed. Underlying: • For the current financial year, at least 30% of volumes consumed are hedged in Jet: beyond this minimum in Jet for the current financial year, the choice of underlying is at the discretion of Air France provided that this choice is based on compatible underlyings as defined by IAS 39. • For subsequent years, the choice of underlying is at the discretion of Air France provided that this choice is based on compatible underlyings as defined by IAS 39. Instruments: The instruments used within the framework of the strategy must, as a priority, be compatible with IAS 39.

Liquidity risks For the Air France Group, the balance of the cash flows tied to capital expenditure activities at 30 September 2006 was more than covered by the cash flows from operating activities, allowing the Group's net debt ratio to be reduced from 0.39 at 30 September 2005 to 0.29 at 30 September 2006. At 30 September 2006, Air France had an undrawn credit line of 1.2 billion euros from an expanded pool of banks, of which 85 million euros mature in April 2010, 10 million euros mature in April 2011 and 1.1 billion euros matures in April 2012. This credit line is subject to Air France respecting the following financial covenants: • net interest charges increased by one third of operating lease payments must not represent more than one third of gross operating result increased by the operating lease payments, amortization and depreciation (EBITDAR); • non-current assets in the balance sheet, not pledged as collateral, must be at least equal to unsecured debts. These ratios are calculated every six months and were largely respected as at 30 September 2006. The Air France Group favours long-term financing for its investments. It diversified the sources of its principally bank funding through the securitization of flight equipment in July 2003 (see note 29.4 of the notes to the consolidated financial statements as of 31 March 2006), the issuance of bonds convertible into new or existing Air France-KLM shares, OCÉANEs, in April 2005 (see note 29.2 of

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the notes to the consolidated financial statements as of 31 March 2006) and the issuance of 550 million euros of senior unsecured bonds on 22 September 2006 maturing on 22 January 2014. Despite a continued general reluctance from the financial markets to support air carriers in general, Air France continues to benefit from financing at attractive interest rates. Overall, the Group believes that the conditions for access to financial markets, cash resources of 3.2 billion euros at 30 September 2006 and the undrawn syndicated credit facility of 1.2 billion euros, available in full, reflect prudent liquidity risk management.

Investment risks The cash resources of Air France are primarily invested in liquid, short-term instruments, such as money market and dynamic money market mutual funds, on which the mandated investment horizon is shorter than 36 months. Cash notes or certificates of deposit rated A1/P1 are also used.

Insurance and risk coverage

The Air France-KLM Group’s insurance strategy As of 1 December 2004, Air France and KLM have pooled their airline risks on the insurance market in order to capitalize on the size of the Group.

Insurance policies taken out by Air France In connection with its air transport activities, Air France has taken out an airline insurance policy on behalf of itself and its airline subsidiaries, covering damage to aircraft, liability in relation to passengers and general liability to third parties. In accordance with French legislation, this policy has been taken out with a leading French underwriter, La Réunion Aérienne, and co-insurers which include the French insurers AXA and AFA and an international reinsurance company. The policy covers the civil liability of Air France for up to 2 billion dollars, as well as specific cover against terrorist acts for damage caused to third parties for up to 1 billion dollars. In respect of the hull war risk, a captive of reinsurance has been set up with a residual exposure of 2.5 million dollars. Lastly, in line with its risk management and financing policy to improve the protection of its activities, employees and assets, Air France has taken out a number of policies to insure its industrial sites, equipment pool and ancillary activities, with different levels of coverage depending on the guarantees available on the market and on the quantification of risks that can reasonably be anticipated. Air France has also taken out a number of specific or local policies in order to comply with the regulations in force in the countries in which it has a representative office.

Exceptional events and disputes

In connection with the normal exercise of its activities, Air France and its subsidiaries are involved in disputes, for which they are not necessarily required to book provisions in their accounts (see "Selected financial information: half year ended 30 September 2006" below).

RISK FACTORS RELATING TO THE NOTES

Notes may not be a suitable investment for all investors

Each potential investor in the Notes must determine the suitability of that investment in light of such investor’s own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Prospectus; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact such investment will have on its overall investment portfolio;

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(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes; (iv) understand thoroughly the terms of the Notes; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the relevant risks.

No Limitation on Issuing Debt

There is no restriction on the amount of debt which the Issuer may issue or guarantee. The Issuer may incur additional indebtedness or grant guarantees in respect of indebtedness of third parties, including indebtedness or guarantees that rank senior in priority of payment to the Notes. If the Issuer's financial condition were to deteriorate, the Noteholders could suffer direct and materially adverse consequences, including non-payment of the interest and, if the Issuer were liquidated (whether voluntarily or involuntarily), loss of their entire investment.

Redemption Risk

The Notes may at the option of the Issuer, and shall in certain circumstances, be redeemed, in whole but not in part, at their principal amount together with accrued interest for certain tax reasons (see "Terms and Conditions of the Notes – Redemption and Purchase"). There can be no assurance that, at the relevant time, Noteholders will be able to reinvest the amounts received upon redemption at a rate that will provide the same return as their investment in the Notes.

Long-term securities

The Notes will be redeemed on 22 January 2014. The Issuer is under no obligation to redeem the Notes at any time before this date. The Noteholders have no right to call for their redemption except upon the occurrence of an Air France Put Event or an Air France-KLM Put Event as provided in Condition 8 or upon the occurrence of an Event of Default as provided in Condition 9. The Notes may, and in certain circumstances shall, be redeemed, in whole but not in part, at their principal amount together with accrued interest in the event that certain French taxes are imposed as provided in Condition 5.

Put option

Exercise of a put option, either the Air France Put Option or the Air France-KLM Put Option, as defined and provided in Condition 8 in respect of any Notes may affect the liquidity of the Notes in respect of which such put option is not exercised. Depending on the number of Notes in respect of which the put option is exercised, any trading market in respect of any outstanding Notes may become to varying degrees less liquid.

Exchange rate risk

The Issuer will pay principal and interest on the Notes in euro. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit other than euro (the "Investor’s Currency"). These include the risk that exchange rates may significantly change (including changes due to devaluation of Euro or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. As a result, investors may receive less interest or principal than expected.

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Fixed Rate

The Notes bearing interest at a fixed rate, investment in the Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Notes. While the nominal interest rate of a fixed interest rate note is fixed during the life of such a note or during a certain period of time, the current interest rate on the capital market (market interest rate) typically changes on a daily basis. As the market interest rate changes, the price of such note changes in the opposite direction. If the market interest rate increases, the price of such note typically falls, until the yield of such note is approximately equal to the market interest rate. If the market interest rate decreases, the price of a fixed rate note typically increases, until the yield of such note is approximately equal to the market interest rate. Noteholders should be aware that movements of the market interest rate can adversely affect the price of the Notes and can lead to losses for the Noteholders if they sell Notes during the period in which the market interest rate exceeds the fixed rate of the Notes.

An active trading market for the Notes may not develop (liquidity risk)

There can be no assurance that an active trading market for the Notes will develop, or, if one does develop, that it will be maintained. If an active trading market for the Notes does not develop or is not maintained, the market or trading price and liquidity of the Notes may be adversely affected. The Issuer is entitled to buy and sell the Notes for its own account or for the account of others, and to issue further Notes. Such transactions may favourably or adversely affect the price development of the Notes. If additional and competing products are introduced in the markets, this may adversely affect the value of the Notes.

Market Value of the Notes

The market value of the Notes will be affected by the creditworthiness of the Issuer and a number of additional factors, including, but not limited to, market interest and yield rates and the time remaining to the maturity date. The value of the Notes depends on a number of interrelated factors, including economic, financial and political events in France or elsewhere, including factors affecting capital markets generally and the stock exchanges on which the Notes are traded. The price at which a Noteholder will be able to sell the Notes prior to maturity may be at a discount, which could be substantial, from the issue price or the purchase price paid by such Noteholder.

Change of Law

The Terms and Conditions of the Notes are based on French law in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change in French law or the official application or interpretation of French law after the date of this Prospectus.

No Legal and Tax Advice

A Noteholder's effective yield on the Notes may be diminished by the tax impact on that Noteholder of its investment in the Notes. A Noteholder's actual yield on the Notes may be reduced from the stated yield by transaction costs. Each prospective investor should consult its own advisers as to legal, tax and related aspects of an investment in the Notes.

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TERMS AND CONDITIONS OF THE NOTES

The issue outside the Republic of France of the €200,000,000 4.75 per cent. Notes due January 2014 (the "Notes") by Société Air France (the "Issuer") has been authorised pursuant to a resolution of the Board of Directors (Conseil d’administration) of the Issuer dated 28 March 2007 and a decision of its Président-Directeur général dated 5 April 2007. The Notes are issued subject to and with the benefit of a fiscal agency agreement dated 22 September 2006 and a supplemental fiscal agency agreement dated 23 April 2007 as amended and supplemented from time to time (together, the "Fiscal Agency Agreement") between the Issuer, Société Générale Bank & Trust as fiscal agent and principal paying agent (the "Fiscal Agent", which expression shall, where the context so admits, include any successor for the time being as Fiscal Agent) and Société Générale as paying agent (together with any additional paying agents, the "Paying Agents", which expression shall, where the context so admits, include the Fiscal Agent and any successors for the time being of the Paying Agents) and as put agent (the "Put Agent", which expression shall, where the context so admits, include any successor for the time being as Put Agent). Copies of the Fiscal Agency Agreement are available for inspection during normal business hours at the specified offices of the Paying Agents. The Notes will be assimilated (assimilables) and interchangeable for trading purposes upon their listing date with the existing €550,000,000 4.75 per cent. Notes due 2014 issued on 22 September 2006 (the "Original Notes"). References below to "Conditions" are, unless the context otherwise requires, to the numbered paragraphs below. In these Conditions, "holder of Notes", "holder of any Note" or "Noteholder" means the person whose name appears in the account of the relevant Account Holder as being entitled to such Notes.

1. Form, Denomination and Title

The Notes are issued in dematerialised bearer form (au porteur) in the denomination of €50,000 each. Title to the Notes will be evidenced in accordance with Article L.211-4 of the French Code monétaire et financier by book entries (inscription en compte). No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be issued in respect of the Notes.

The Notes will, upon issue, be inscribed in the books of Euroclear France, which shall credit the accounts of the Account Holders. For the purpose of these Conditions, "Account Holders" shall mean any authorised financial intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France, and includes Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg").

Title to the Notes shall be evidenced by entries in the books of Account Holders and will pass upon, and transfer of Notes may only be effected through, registration of the transfer in such books, and only in the denomination of €50,000.

2. Status

The Notes constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and rank and will rank all times pari passu without any preference among themselves and (subject to such exceptions as are from time to time mandatory under French law) equally and rateably with any other existing or future unsecured and unsubordinated obligations of the Issuer.

3. Negative Pledge

The Issuer undertakes, until all the Notes have been redeemed, not to grant to holders of other present or future bonds (obligations), any mortgage (hypothèque) over its present or future assets or real property interests, nor any pledge (nantissement) on its business (fonds de commerce), nor any other security on its present or future assets, without granting the same security to the holders of the Notes and the same status to the Notes. Such undertaking is given only in relation to security interests given

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for the benefit of holders of bonds (obligations) and does not affect in any way the right of the Issuer to dispose of its assets or to grant any security in respect of such assets in any other circumstance.

4. Interest

(a) Interest Payment Dates

The Notes bear interest from, and including, 22 September 2006 to but excluding 22 January 2014 at the rate of 4.75 per cent. per annum payable annually in arrear on 22 January in each year (each an "Interest Payment Date"), except that the first payment of interest will be made on 22 January 2008 for the period from, and including, 22 September 2006 to, but excluding, 22 January 2008 and shall amount to €3,168.84 per €50,000 principal amount of Notes.

(b) Interest Payments

Each Note will cease to bear interest from the due date for redemption, unless payment of principal is improperly withheld or refused on such date. In such event, interest on such Note shall continue to accrue at such rate until, and including, whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant holder and (ii) the day of receipt by or on behalf of Euroclear France of all sums due in respect of all the Notes.

Interest shall be calculated on an Actual/Actual - ICMA basis, as follows:

(i) if the Accrual Period is equal to or shorter than the Determination Period during which it falls, the Actual/Actual-ICMA basis will be the number of days in the Accrual Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Periods normally ending in any year; and

(ii) if the Accrual Period is longer than one Determination Period, the Actual/Actual- ICMA basis will be the sum of:

(a) the number of days in such Accrual Period falling in the Determination Period in which it begins divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year; and

(b) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year

where

"Accrual Period" means the relevant period for which interest is to be calculated (from and including the first such day to but excluding the last); and

"Determination Period" means the period from, and including, the Issue Date to, but excluding, the first Interest Payment Date and each successive period from, and including, an Interest Payment Date to, but excluding, the next succeeding Interest Payment Date.

5. Redemption and Purchase

The Notes may not be redeemed otherwise than in accordance with this Condition and with Condition 8.

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(a) Final Redemption

Unless previously redeemed or purchased and cancelled as provided below, the Notes will be redeemed by the Issuer at their principal amount on 22 January 2014.

(b) Redemption for Taxation Reasons

(i) If, by reason of a change in any law or regulation of the Republic of France or any political subdivision or authority therein or thereof having power to tax, or any change in the official application or interpretation of such law or regulation (including a holding by a competent court), becoming effective after the Issue Date, the Issuer would, on the occasion of the next payment of principal or interest due in respect of the Notes, not be able to make such payment without having to pay additional amounts as specified in Condition 7, the Issuer may, at its sole discretion, at any time, subject to having given not more than 60 nor less than 30 days' prior notice to the Noteholders in accordance with Condition 12 (which notice shall be irrevocable), redeem all, but not some only, of the Notes outstanding at their principal amount, together with all interest accrued to the date fixed for redemption, provided that the due date for redemption of which notice hereunder may be given shall be no earlier than the latest practicable date on which the Issuer could make payment of principal or interest without withholding for French taxes.

(ii) If the Issuer would on the next payment of principal or interest in respect of the Notes be prevented by French law from making payment to the Noteholders of the full amount then due and payable, notwithstanding the undertaking to pay additional amounts contained in Condition 7, then the Issuer shall forthwith give notice of such fact to the Fiscal Agent and the Issuer shall, subject to having given not less than seven days' prior notice to the Noteholders in accordance with Condition 12 (which notice shall be irrevocable), redeem all, but not some only, of the Notes at their principal amount, together with all interest accrued to the date fixed for redemption of which notice hereunder may be given, provided that the due date for redemption shall be no earlier than the latest practicable date on which the Issuer could make payment of the full amount of principal or interest payable in respect of the Notes or, if such date has passed, as soon as practicable thereafter.

The Issuer may at any time purchase Notes in the open market or otherwise (including by way of tender or exchange offer) at any price.

(d) Cancellation

All Notes which are redeemed or purchased by the Issuer pursuant to this Condition 5 shall be immediately cancelled and may not be re-issued or resold.

6. Payments

(a) Method of Payment

Payments of principal, interest and other amounts in respect of the Notes will be made in euro, by credit or transfer to an account denominated in euro (or any other account to which euro may be credited or transferred) specified by the payee with a bank in a city in which banks use the TARGET System (as defined below). Such payments shall be made for the benefit of the Noteholders to the Account Holders and all payments made to such Account Holders in favour of Noteholders will be an effective discharge of the Issuer and the Fiscal Agent, as the case may be, in respect of such payment.

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Payments of principal, interest and other amounts in respect of the Notes will be made subject to any fiscal or other laws and regulations or orders of courts of competent jurisdiction applicable thereto, but without prejudice to the provisions described in Condition 7. No commission or expenses shall be charged to the Noteholders in respect of such payments.

(b) Payments on Business Days

If the due date for payment of any amount of principal or interest in respect of any Note is not a Business Day (as defined below), payment shall not be made of the amount due and credit or transfer instructions shall not be given in respect thereof until the next following Business Day and the relevant Noteholder shall not be entitled to any interest or other sums in respect of such postponed payment.

For the purposes of these Conditions, "Business Day" means any day, not being a Saturday or a Sunday, (i) on which foreign exchange markets and commercial banks are open for business in Paris and Luxembourg, (ii) on which Euroclear France, Euroclear and Clearstream, Luxembourg are operating and (iii) on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) system (the "TARGET System") or any successor thereto is operating.

The name and specified offices of the initial Fiscal Agent, initial Put Agent and other initial Paying Agent are as follows:

FISCAL AGENT, PRINCIPAL PAYING AGENT Société Générale Bank & Trust 11, avenue Emile Reuter L-2420 Luxembourg Luxembourg

PARIS PAYING AGENT AND PUT AGENT Société Générale 29, boulevard Haussmann 75009 Paris France

The Issuer reserves the right at any time to vary or terminate the appointment of the Fiscal Agent, the Put Agent or any Paying Agent and/or appoint a substitute Fiscal Agent or Put Agent and additional or other Paying Agents or approve any change in the office through which the Fiscal Agent, the Put Agent or any Paying Agent acts, provided that, so long as any Note is outstanding, there will at all times be (i) a Fiscal Agent having a specified office in a major European city, (ii) so long as the Notes are listed on the Luxembourg Stock Exchange and the rules applicable to such stock exchange so require, at least one Paying Agent having a specified office in Luxembourg (which may be the Fiscal Agent).

Such appointment or termination shall be notified to the Noteholders in accordance with Condition 12.

7. Taxation

(a) Withholding Tax Exemption

The Notes being denominated in euro and accordingly deemed to be issued outside the Republic of France for taxation purposes, payments of interest and other revenues made by the Issuer in respect of the Notes to non-French residents benefit under present law from the exemption, provided for by Article 131 quater of the French Code général des impôts (French General Tax Code), from the

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deduction of tax at source set out under Article 125 A III of the French Code général des impôts. Accordingly, such payments do not give the right to any tax credit from any French source.

(b) Additional Amounts

If any French law or regulation should require that any payment of principal or interest in respect of the Notes be subject to deduction or withholding with respect to any present or future taxes, duties, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of the Republic of France or any political subdivision or authority therein or thereof having power to tax, the Issuer will, to the fullest extent then permitted by law, pay such additional amounts as may be necessary in order that the Noteholders, after such deduction or withholding, receive the full amount provided in such Notes to be then due and payable; provided, however, that the Issuer shall not be liable to pay any such additional amounts in respect of any Note to a holder (or beneficial owner (ayant droit)):

(i) who is subject to such taxes, duties, assessments or other governmental charges, in respect of such Note by reason of his having some connection with the Republic of France other than the mere holding of such Note;

(ii) more than 30 days after the Relevant Date (as defined below), except to the extent that the holder thereof would have been entitled to such additional amounts on the last day of such period of 30 days;

(iii) where such deduction or withholding is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments or any other European Union Directive implementing the conclusion of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such Directive.

For the purpose of this Condition 7, "Relevant Date" in relation to any Note means whichever is the later of (A) the date on which the payment in respect of such Note first becomes due and payable, and (B) if the full amount of the moneys payable on such date in respect of such Note has not been received by the Fiscal Agent on or prior to such date, the date on which notice is given in accordance with Condition 12 to Noteholders that such moneys have been so received.

Any reference in these Conditions to principal and/or interest shall be deemed to include any additional amounts which may be payable under this Condition 7.

8. Change of Control

For the purposes of this Condition 8:

"Control", in respect of any entity, means:

(i) the holding or acquisition, directly or indirectly, by any Relevant Person (as defined below) of:

(a) more than 50 per cent of the issued ordinary share capital of such entity; or

(b) such number of the shares in the capital of such entity carrying more than 50 per cent of the voting rights normally exercisable at a general meeting of such entity; or

(c) a number of shares in the ordinary share capital of such entity carrying at least 45 per cent. of the voting rights exercisable in general meetings of such entity where no other shareholder of such entity, directly or indirectly, acting alone or in concert with others,

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holds a number of shares carrying a percentage of the voting rights exercisable in such general meetings which is higher than the percentage of voting rights attached to the number of shares held by such Relevant Person; or

(ii) whether by the ownership of share capital or the possession of voting power, contract or otherwise, the ability, directly or indirectly, of any Relevant Person to appoint or dismiss all or the majority of the members of the board of directors or other governing body of such entity.

"Relevant Person" means any person or persons acting in concert (as defined in Article L.233-10 of the French Code de commerce) or any person or persons acting on behalf of any such person(s).

(a) Change of Control of Air France

In the event that Air France-KLM ceases to hold, directly or indirectly, at least two-thirds of the capital and voting rights of Air France (an "Air France Put Event"), then the Issuer shall promptly give notice (an "Air France Put Event Notice") to the Noteholders of such Air France Put Event in accordance with Condition 12, and each Noteholder shall have the option (the "Air France Put Option") to require from the Issuer the early redemption of all or part of such Noteholder’s Notes, and the Issuer shall be obliged to redeem such Noteholder’s Notes, at their principal amount together with accrued interest up to the Air France Optional Redemption Date (as defined below).

A Noteholder wishing to exercise the Air France Put Option to require redemption under this Condition 8 must transfer or cause to be transferred by its Account Holder its Notes to be so redeemed to the account of the Put Agent specified in the Air France Put Event Notice for the account of the Issuer within the period (the "Air France Put Period") of 30 days after the Air France Put Event Notice is given, together with a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (an "Air France Put Option Notice") and in which the holder may specify a bank account to which payment is to be made under this Condition 8.

The Issuer shall redeem the Notes in respect of which the Air France Put Option has been validly exercised as provided above, and subject to the transfer of such Notes to the account of the Put Agent for the account of the Issuer as described above, on the date which is the tenth Business Day following the end of the Air France Put Period (the "Air France Optional Redemption Date"). Payment in respect of any Note so transferred will be made in Euro to the holder to the Euro-denominated bank account specified in the Air France Put Option Notice on the Air France Optional Redemption Date via the relevant Account Holder.

(b) Change of Control of Air France-KLM

If at any time while any Note remains outstanding (i) there occurs a Change of Control (as defined below) of Air France-KLM and (ii) a Rating Downgrade (as defined below) in respect of that Change of Control occurs ((i) and (ii) together, an "Air France-KLM Put Event"), the holder of each Note will have the option (the "Air France-KLM Put Option") (unless, prior to the giving of the Air France-KLM Put Option Notice (as defined below), the Issuer gives notice of its intention to redeem the Notes under Condition 5(b)) to require the Issuer to redeem or, at the Issuer's option, to procure the purchase of that Note on the Air France-KLM Optional Redemption Date (as defined below) at its principal amount together with (or, where purchased, together with an amount equal to) accrued interest to but excluding the Air France-KLM Optional Redemption Date (as defined below).

A "Change of Control" in respect of Air France-KLM shall be deemed to have occurred at each time (whether or not approved by the Board of Directors of Air France-KLM) that any Relevant Person at any time following the Issue Date acquires Control of Air France-KLM.

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"Rating Agencies" means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. and/or Moody's Investor Services and/or Fitch Ratings and their respective successors or affiliates and/or any other rating agency of equivalent international standing specified from time to time by the Issuer which has a current rating of the Notes at any relevant time (each a "Rating Agency").

A "Rating Downgrade" shall be deemed to have occurred in respect of a Change of Control:

(i) if within a period ending 120 days after a Change of Control has occurred the solicited ratings previously assigned to the Notes by any Rating Agency is:

(x) withdrawn or

(y) changed from an investment grade rating (BBB-/Baa3, or their respective equivalents for the time being, or better) to non-investment grade ratings (BB+/Ba1, or their respective equivalents for the time being, or worse) or

(z) if any such rating was below an investment grade rating (as described above), lowered one full rating notch (for example, from BB+ to BB or their respective equivalents),

provided that a Rating Downgrade otherwise arising by virtue of a particular change in rating shall be deemed not to have occurred in respect of a particular Change of Control if each Rating Agency making the change in rating does not publicly announce or publicly confirm that the primary cause(s) for the reduction was (or were) any event(s) or circumstance(s) comprised in or arising as a result of, or in respect of, the applicable Change of Control; or

(ii) if at the time of the occurrence of a Change of Control the Notes carry no rating and no Rating Agency assigns within the period ending 120 days after a Change of Control has occurred an investment grade rating to the Notes.

Promptly upon the Issuer becoming aware that an Air France-KLM Put Event has occurred, the Issuer shall give notice (an "Air France-KLM Put Event Notice") to the Noteholders in accordance with Condition 12 specifying the nature of the Air France-KLM Put Event and the circumstances giving rise to it and the procedure for exercising the Air France-KLM Put Option contained in this Condition 8.

To exercise the Air France-KLM Put Option to require redemption or, as the case may be, purchase of a Note under this Condition 8, the holder of that Note must transfer or cause to be transferred by its Account Holder its Notes to be so redeemed or purchased to the account of the Put Agent specified in the Air France-KLM Put Event Notice for the account of the Issuer within the period (the "Air France-KLM Put Period") of 120 days after the Air France-KLM Put Event Notice is given, together with a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (an "Air France-KLM Put Option Notice") and in which the holder may specify a bank account to which payment is to be made under this Condition 8.

The Issuer shall redeem or, at the option of the Issuer, procure the purchase of the Notes in respect of which the Air France-KLM Put Option has been validly exercised as provided above, and subject to the transfer of such Notes to the account of the Put Agent for the account of the Issuer as described above, on the date which is the tenth Business Day following the end of the Air France-KLM Put Period (the "Air France-KLM Optional Redemption Date"). Payment in respect of any Note so transferred will be made in Euro to the holder to the Euro-denominated bank account specified in the Air France-KLM Put Option Notice on the Air France-KLM Optional Redemption Date via the relevant Account Holder.

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9. Events of Default

The Representative (as defined in Condition 11 below), acting on behalf of the Masse (as defined in Condition 11 below), may, upon written notice to the Issuer (copy to the Fiscal Agent) before all defaults shall have been cured, cause all, but not some only, of the Notes to become immediately due and payable, at their principal amount together with any accrued interest thereon:

• if any amount of principal of, or interest on, any Note is not paid on the due date thereof and such default is not remedied within a period of 15 days from such due date; or

• if any other obligations of the Issuer under the Notes is not complied with or performed within a period of 30 days after receipt by the Issuer of written notice of such default given by the Representative (as defined in Condition 11); or

• if any event of a default by the Issuer in the payment of any borrowed money or loans guaranteed by the Issuer for an amount in excess of €125 million on their due date as such date may have been extended by any originally applicable grace period, unless the Issuer challenges such default in good faith before a competent tribunal, in which case an early redemption of the Notes will be mandatory only if the tribunal has found against the Issuer; or

• in the case where the Issuer applies for the appointment of an ad hoc representative (mandataire ad hoc), or has applied to enter into a conciliation procedure (procédure de conciliation) with its principal creditors or into a safeguard procedure (procédure de sauvegarde), or a judgment is issued for the judicial liquidation (liquidation judiciaire) or for the transfer of the whole of the business (cession totale de l’entreprise) of the Issuer, or if the Issuer is subject to any other similar measure or proceeding.

10. Prescription

Claims against the Issuer for the payment of principal and interest in respect of the Notes shall become prescribed 10 years (in the case of principal) and 5 years (in the case of interest) from the due date for payment thereof.

11. Representation of the Noteholders

The Noteholders will be grouped automatically for the defence of their respective common interests in a masse (hereinafter referred to as the "Masse").

The Masse will be governed in accordance with Article L.228-90 of the Code de commerce (French Commercial Code) (the "Code") by the provisions of the Code applicable to the Masse (with the exception of the provisions of Articles L.228-48, L.228-59 and L.228-65 I 1° thereof) and of French decree No. 67-236 of 23 March 1967, as amended, applicable to the Masse (with the exception of the provisions of Articles 218, 222, 224 and 226 thereof):

(a) Legal Personality

The Masse will be a separate legal entity, by virtue of Article L.228-46 of the Code, acting in part through a representative (the "Representative") and in part through a general assembly of Noteholders.

The Masse alone, to the exclusion of all individual Noteholders, shall exercise the common rights, actions and benefits which now or in the future may accrue with respect to the Notes.

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(b) Representative

The office of Representative may be conferred on a person of any nationality. However, the following persons may not be chosen as Representative:

(i) the Issuer, the members of its Board of Directors (Conseil d’administration), its general managers (directeurs généraux), its statutory auditors, its employees and their ascendants, descendants and spouses;

(ii) companies guaranteeing all or part of the obligations of the Issuer, their respective managers (gérants), general managers (directeurs généraux), members of their board of directors, executive board or supervisory board, their statutory auditors, employees and their ascendants, descendants and spouses;

(iii) companies of which the Issuer possesses at least 10 per cent. of the share capital or companies possessing at least 10 per cent. of the share capital of the Issuer; or

(iv) persons to whom the practice of banker is forbidden or who have been deprived of the right of directing, administering or managing a business in whatever capacity.

The Representative shall be Eric Noyer domiciled at 10 Harewood Avenue, London NW1 6AA, United Kingdom.

The alternative representative (the "Alternative Representative") shall be Anne Besson-Imbert domiciled at 10 Harewood Avenue, London NW1 6AA, United Kingdom.

The Representative will not be remunerated with respect to its duties.

In the event of death, incompatibility, resignation or revocation of the Representative, such Representative will be replaced by the Alternative Representative. The Alternative Representative shall have the same powers as the Representative.

In the event of death, incompatibility, resignation or revocation of the Alternative Representative, a replacement will be elected by a meeting of the general assembly of the Noteholders.

The appointment of the Representative shall terminate automatically on the date of final redemption in full of the Notes. Such appointment shall, if applicable, be automatically extended until the final resolution of any proceedings in which the Representative may be involved and the enforcement of any judgements or settlements relating thereto.

All interested parties will have the right to obtain the names and the addresses of the Representative and Alternative Representative at the head office of the Issuer and at the offices of any of the Paying Agents.

The Representative shall, in the absence of any decision to the contrary of the general assembly of the Noteholders, have the power to take all acts of management to defend the common interests of the Noteholders.

All legal proceedings against the Noteholders or initiated by them, in order to be valid, must be brought against the Representative or by it.

The Representative may not interfere in the management of the affairs of the Issuer.

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(d) General Assemblies of Noteholders

General assemblies of Noteholders may be held at any time, on convocation either by the Issuer or by the Representative. One or more Noteholders, holding together at least one-thirtieth of the outstanding principal amount of the Notes may address to the Issuer and the Representative a demand for convocation of the general assembly; if such general assembly has not been convened within two months from such demand, such Noteholders may commission one of themselves to petition the competent court in Paris to appoint an agent (mandataire) who will call the meeting.

Notice of the date, hour, place, agenda and quorum requirements of any meeting of a general assembly will be published as provided under Condition 12 not less than fifteen calendar days prior to the date of the general assembly.

Each Noteholder has the right to participate in general assemblies of the Masse in person or by proxy. Each Note carries the right to one vote.

(e) Powers of General Assemblies

A general assembly is empowered to deliberate on the fixing of the remuneration, dismissal or replacement of the Representative and the Alternative Representative and may also act with respect to any other matter that relates to the common rights, actions and benefits which now or in the future may accrue with respect to the Notes, including authorising the Representative to act at law as plaintiff or defendant.

A general assembly may further deliberate on any proposal relating to the modification of the Conditions of the Notes including any proposal, whether for arbitration or settlement, relating to rights in controversy or which were the subject of judicial decisions, it being specified, however, that a general assembly may not increase amounts payable by Noteholders, nor authorise or accept a postponement in the maturity for the payment of interest or a modification of the terms of repayment or of the rate of interest, nor establish any unequal treatment between the Noteholders, nor decide to convert the Notes into shares.

Meetings of a general assembly may deliberate validly on first convocation only if Noteholders present or represented hold at least one fifth of the principal amount of the Notes then outstanding. On second convocation, no quorum shall be required. Decisions at meetings shall be taken by a two-thirds majority of votes cast by the Noteholders attending such meeting or represented thereat.

Decisions of the general assembly must be published in accordance with the provisions set out in Condition 12 not more than 90 calendar days from the date thereof.

(f) Information to the Noteholders

Each Noteholder or representative thereof will have the right, during the fifteen calendar day period preceding the holding of each meeting of a general assembly, to consult or make a copy of the text of the resolutions which will be proposed and of the reports which will be presented at the meeting, which will be available for inspection at the principal office of the Issuer, at the offices of the Paying Agents and at any other place specified in the notice of the general assembly.

(g) Expenses

The Issuer will pay all duly evidenced and reasonable expenses incurred in the operation of the Masse, including expenses relating to the calling and holding of general assemblies and the expenses which arise by virtue of the remuneration of the Representative, and more generally all administrative expenses resolved upon by a general assembly of the Noteholders, it being expressly stipulated that no

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expenses may be imputed against interest payable on the Notes. Accordingly, the second sentence of the first paragraph of Article L.228-71 of the French Commercial Code shall not apply to the Notes.

(h) Single Masse

The Noteholders and the holders of the Original Notes will be grouped in a single Masse upon listing of the Notes.

12. Notices

Any notice to the Noteholders will be valid if delivered to Euroclear France, Euroclear and Clearstream, Luxembourg for so long as the Notes are cleared through such clearing systems, provided that, so long as the Notes are listed on the regulated market of the Luxembourg Stock Exchange and the rules applicable to that stock exchange so require, such notice shall also be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) or in a leading daily economic and financial newspaper having general circulation in Luxembourg (which is expected to be the d’Wort). If any such publication is not practicable, notice shall be validly given if published in leading English language daily newspaper having general circulation in Europe. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which such publication is made.

13. Further Issues and Assimilation

The Issuer may from time to time without the consent of the Noteholders issue further notes to be assimilated (assimilables) with the Notes as regards their financial service, provided that such further notes and the Notes shall carry rights identical in all respects (or in all respects save for the amount and date of the first payment of interest thereon) and that the terms of such further notes shall provide for such assimilation.

In the event of such an assimilation, the Noteholders and the holders of such further notes will be grouped together in a single masse for the defence of their common interests.

14. Governing Law and Jurisdiction

(a) Governing Law

The Notes are governed by, and shall be construed in accordance with, the laws of the Republic of France.

(b) Jurisdiction

Any legal action or proceeding against the Issuer arising out of or in connection with the Notes will be irrevocably submitted to the exclusive jurisdiction of the competent courts in Paris.

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USE OF PROCEEDS

The net proceeds of the issue of the Notes will be used by the Issuer for its general corporate purposes.

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DESCRIPTION OF THE ISSUER

For the avoidance of doubt and unless specified to the contrary, references in this section to the "Group" are to the Air France Group.

History and Development 1933: Air France is formed by the merger of five French airlines. 1945: Nationalization of Air France. 1946: Inauguration of the Paris-New York service using a DC4 with a flight time of 23 hours and 45 minutes. 1959-1960: Commissioning of the first Caravelle and Boeing 707s, the latter model reducing the flight time on the Paris-New York route to 8 hours. 1976: Commissioning of Concorde, initially scheduled on the Paris-Rio, Paris-Caracas and Paris-Washington routes and then the Paris-New York service the following year, connecting the two cities in 3 hours and 45 minutes. 1990: Acquisition of UTA, incorporated in 1963. 1992: Merger of Air France and UTA. This gave Air France a 72% stake in Air Inter after combining its own interest with that of UTA. 1996: Air Inter changed its name to Air France Europe. 1997: Merger by absorption of Air France and Air France Europe. 1999: Successful flotation of Air France with the participation of 2.4 million private individuals, international institutions and 72% of employees. The initial listing of Air France on the Monthly Settlement Market of the Paris Bourse took place on 22 February 1999. 2000: Launch of SkyTeam and SkyTeam Cargo alliances, of which Air France is a founding member along with Aeromexico, Delta and Korean. Creation of a regional division following the acquisition of Regional Airlines, Flandre Air, and Proteus Airlines (which all merged into Régional, Compagnie Aérienne Européenne later), and Brit Air and CityJet. 2001: "Open sky" agreement between France and the United States. Alitalia and CSA join SkyTeam. 2002: SkyTeam is the only alliance in the world to benefit from antitrust immunity for its trans-Atlantic and trans-Pacific flights. 2003: Air France celebrates its 70th anniversary. Air France and KLM officially announce their business combination based on a friendly exchange offer by Air France for KLM. 2004: Formation of the AIR FRANCE-KLM Group, listed for trading in Paris, Amsterdam and New York. KLM and its American partners Northwest Airlines and Continental join the SkyTeam alliance. 2005: Air France and KLM introduce Flying Blue, their single frequent flyer program, which replaces the Air France's Fréquence Plus program and KLM’s Flying Dutchman program. Marketing and sales teams of Air France Cargo and KLM Cargo are integreted in a single organization, the Joint Cargo Team. 2006: The new flight crew center is inaugurated at Roissy. Aeroflot joins the Skyteam alliance. 2007: “Open sky” agreement between the UE and US.

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The Air France-KLM Group On 30 September 2003, Air France and KLM announced the merger of their businesses by way of an exchange offer, which created Europe’s leading air transport group, in terms of turnover as well as passenger traffic. On 16 October 2003, the two companies signed a framework agreement detailing the practical terms of the merger. Pursuant to this agreement, Air France launched an exchange offer for KLM securities, which opened on 5 April 2004 and closed successfully on 3 May 2004, with Air France having obtained, at that date, 89.22% of KLM’s ordinary shares. The exchange offer was declared unconditional on 4 May 2004 and from 5 May 2004, Air France shares were listed on the stock exchanges of Paris, Amsterdam and New York. The subsequent offer, launched on 4 May 2004 and closed on 21 May 2004, increased Air France’s holding in KLM from 89.22% to 96.33% of the ordinary shares of KLM. As a result of the exchange offer, the shareholders’ holdings were diluted, with the French State’s holding decreasing from 54% to 44%, Air France employees’ holding decreasing from 12.8% to 10%. As a result, the holding of the public increased to 46%, of which 18.40% represent previous shareholders of KLM. The agreements governing the merger envisaged that the group would have a listed holding company, Air France-KLM (previously Air France), holding two operational companies, Air France and KLM. The final internal reorganization of the legal structure of the group, made possible by the French law of 19 July 2004, involved a transfer by Air France to one of its subsidiaries of all its property, assets, liabilities, activities and employees, with the exception of KLM shares obtained pursuant to the exchange offer, a minority stake (2% of share capital at 1 April 2004) in ALITALIA, Air France’s own shares, €17.1 million cash for distribution (dividends and refund of the equalization tax (précompte)) for the 2003-2004 financial year, and net current assets relating to fiscal integration for the 2003-2004 financial year for a net amount of €1.4 million. After completion of this transaction, Air France became the holding company and was renamed Air France-KLM and the subsidiary that was the transferee of Air France’s assets and activities was renamed Air France. The resulting holding company now holds two operational subsidiaries, Air France and KLM, which still hold their own subsidiaries and affiliates. The transfer of assets and activities by Air France to its subsidiary was subject to the legal demerger regime in accordance with article L.236-22 of the French Code de commerce. The transfer of assets and activities had retroactive effect for tax and accounting purposes as from 1 April 2004, the first day of the 2004-05 financial year. In accordance with articles 210 A and B of the French Code général des impôts, this transfer constituted a transfer of a business.

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Air France Legal Information

Legal name The corporate name of the Issuer has been société Air France since 15 September 2004. The corporate name before that date was, since 19 April 2004, Air France – Compagnie Aérienne. Prior to that, its name was Air Orient. Commercial name The business name of the Issuer is now Air France. Registration Air France is registered with the Bobigny Trade and Companies Register (Registre de commerce et des sociétés) under number 420 495 178 RCS Bobigny. Term of the company 100 years expiring 16 October 2097 (unless extended). Legal form and specific applicable legislation French limited liability company (société anonyme) with a board of directors (Conseil d’administration). The Issuer is governed by the French Commercial Code and the provisions of the Civil Aviation Code as amended by an Act of Parliament dated as of 9 April 2003 relating to air transport companies. Registered office Registered and administrative office: 45, rue de Paris – 95747 ROISSY CDG CEDEX Telephone: +33 1 41 56 78 00 Corporate object In accordance with article 2 of the Articles of Association, the primary purpose of the Issuer is to provide air transport services. It may also acquire stakes in any company irrespective of its structure. Financial year The financial year runs from 1 April to 31 March. Regulatory environment Legislative and regulatory environment for the air transport industry Commercial air transport is governed by various international conventions that each State undertakes to apply in its air space after ratification. Three principal treaties establish the legal and regulatory framework governing commercial air transport: the Montreal Convention, the Chicago Convention and the Rome Convention, the latter of which was not ratified by France. The Montreal Convention In May 1999, a new treaty was signed in Montreal by more than 50 States. It aims to provide better protection for victims for damages suffered. This convention entered into force on 28 June 2004. It is based on several fundamental provisions, notably the principle of the unlimited liability of air transport companies in the event of physical injury with the implementation of a two-tier system: • a first level that sets an objective liability for the air transport company of up to 100,000 Special Drawing Rights (SDR); and

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• a second level, based on a presumption of negligence for the air transport company, for which the airline may be exempt if it proves that it or its agents or officials have not been negligent in any way or that the damages result exclusively from the acts of a third party. Furthermore, with regard to compensation, the rule relative to the regional authority of courts has been extended. The Chicago Convention (1944) This convention sets out the legal, regulatory and technical rules governing international commercial aviation and its signatories are required to implement a common legal framework governing their domestic airspace and their relations with each other. The Chicago Convention established the International Civil Aviation Organization (ICAO), which in 1947 became the aviation division of the United Nations, within the framework of which member States establish the international technical regulations governing civil aviation. IATA In addition to the inter-state regulatory framework, airlines created IATA in 1945. The role of this organization is to establish regulations for the air transport industry and to provide its members with a framework for the coordination and proper implementation of tariffs, together with commercial and financial support services. European legislation On 1 April 1997, a single European airspace was established within which all European airlines may freely operate and, in particular, perform cabotage (transport passengers or cargo from one city to another, either within a Member State or between Member States other than the airline’s home country). Furthermore, any resident of an EU Member State may hold a stake in the shares of any EU registered airline, without limit, provided the shareholder is not acting as a front for a beneficial owner who is not a citizen of an EU Member State. This framework does not prevent EU Member States from participating in the ICAO, nor does it conflict with the principles and regulations of the Chicago Convention. It creates a standardized regulatory framework for all European air carriers and eliminates the need for bilateral treaties between Member States. French regulations and legislation Air transport in France is governed by the Civil Aviation Code, which groups together the legal and regulatory provisions applicable to aircraft, airfields, air transport and flight personnel. Other legal issues relating to Air France’s activities Access to the main international airports is regulated by the allocation of time slots. A slot represents clearance given to a carrier to land at or take off from an airport at a specified time and date. Access to most European (London, Paris, Frankfurt, Milan, Madrid, Amsterdam, etc.) and Asian (Bangkok, Tokyo, Hong Kong, Singapore, etc.) airports is regulated through slots. In the United States, with the exception of John F. Kennedy Airport (New York) and O’Hare Airport (Chicago), access to airports is controlled by other regulations based on the assignment of boarding gates (e.g. Los Angeles, San Francisco). For airports within the EU, Regulation 95/93 passed by the European Council on 18 January 1993 stipulates that each Member State will, in relation to all the airports under its responsibility, and after consulting the airlines that regularly use the airports concerned, their representative organizations and the airport authorities, designate an individual or an entity to be responsible for the allocation of slots and the monitoring of their use. Such individuals or entities must have specialized knowledge in the area of coordinating aircraft routes for air transport companies.

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Slots are allotted twice a year by the designated airport coordinator, at the same time as the airline flight schedules for the relevant IATA season (April to October summer season and November to March winter season) are being prepared, in line with the following procedure: • airlines file their slot applications with the coordinator five months prior to the beginning of each IATA season; • the coordinator first allocates slots to airlines that already had slots the previous season (known as "grandfather rights" of past operators); • once the slots have been allocated, the coordinator gives all interested parties certain information about the requested slots: slots subject to grandfather rights and slots allocated, with a breakdown by airline and ranking in chronological order for all carriers, as well as information on which slots are on hold and which may still be available; and • for each coordination period, a pool is created to include all available slots, whether they are newly created, unused, abandoned by a transporter or become available for any reason; the coordinator allocates half of the pooled slots to newcomers and the other half to long-standing operators in proportion to the slots allocated previously; any remaining slots are allocated based on the same procedure. An allocated slot that is not used is reclaimed and re-allocated to another airline. Since slots are first allocated to existing long-standing operators, and given the expansion plans of most airlines, requests for new slots are rarely satisfied at saturated airports. At the end of this preliminary allotment (pre-coordination) process, a conference attended by virtually all airport coordinators and airlines is organized in order to enable airlines to: • simultaneously coordinate the slots they are allocated in different airports so that when they operate flights between two coordinated airports they are granted compatible slots by each of them, and • exchange slots among themselves in the event that the slots originally allocated by the airport coordinators are unsatisfactory. The grandfather rights of long-standing users give established airlines a decisive commercial competitive edge over other airlines in saturated airports because they already enjoy the best slots in their principal airports in terms of both quality and quantity.

On 22 March 2007, the European Council of Transport Ministers approved the aviation agreement concluded by European and US negotiators. European and US airlines will be in a position to operate or market services between any point in the EU and the US, and local communities should benefit as airlines seek to explore new opportunities and serve new destinations. Air France and KLM will therefore be in a position to expand both their own network and the SkyTeam alliance network, and offer their customers new transatlantic routes.

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Business Overview

Air France and the Air France-KLM Group First in Europe in terms of passenger transport, Air France transported 26.6 million passengers over the course of the first half of the 2006-07 financial year (+5.8%), with a fleet of 380 aircraft in service as of 30 September 2006, of which 127 in the regional fleet. Over the course of the first semester, the Group posted revenues of €7.9 billion and achieved income from current operations of €536 million. Following the combination of Air France and KLM during the 2004-05 financial year, Air France is one of the subsidiary airline companies of Air France-KLM, one of the largest airline groups in the world, ranking first worldwide in terms of turnover as of 31 December 2006, according to IATA, and first among airlines in Europe in terms of traffic (revenue passenger-kilometers) for the financial year ended 31 March 2006, according to the Association of European Airlines (AEA), with an overall market share of 27%. The combination of Air France and KLM has also created a European and global leader in cargo activities. Air France-KLM currently ranks first in Europe (excluding integrators) in terms of scheduled freight tons carried as of 31 March 2006, according to the AEA. Air France and KLM are also active in the field of aircraft maintenance and are among the world’s leading suppliers of maintenance services. Although Air France-KLM continued to operate in a difficult international environment during the half year ended 30 September 2006, total operating revenues were €11.9 billion, an increase of 10.3% and operating income were €979 million (+30.5%)(from the prior period).

Principal Activities Air France’s three main businesses are passenger transportation, cargo operations and maintenance operations. Air France’s other activities are related to air transport, and include principally catering. Passenger: Passenger operating revenues primarily come from passenger transport services on scheduled flights with Air France’s airline code, including flights operated by other airlines under code-sharing agreements. The revenues also include commissions paid by SkyTeam alliance partners, code-sharing revenues, revenues from excess baggage and airport services supplied by the Air France Group to third party airlines and services linked to IT systems. Cargo: Cargo operating revenues come from freight transport on flights under the Air France codes, including flights operated by other partner airlines under code-sharing agreements. Other cargo revenues are derived principally from sales of cargo capacity to third parties. Maintenance: Maintenance operating revenues are generated through maintenance services provided to other airlines and customers globally. Other: The revenues from this segment come primarily from catering supplied by the Air France Group to third-party airlines.

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The summary charts below show the division of Air France’s operating revenues for the six-month periods ended 30 September 2006 and 2005 from the different parts of the business: • Half year ended 30 September 2006 In € millions Non Passenger Cargo Maintenance Other Total allocated Total sales 6,913 875 946 305 - 9,039 Intersegment sales (254) (2) (637) (222) - (1,115) External sales 6,659 873 309 83 - 7,924 Income from current operations 502 (2) 27 9 536 Income from operating activities 502 (2) 27 9 (25) 511 Share of profits (losses) of associates 1 4 - 5 Net cost of financial debt and other (47) (47) financial income and expenses Income taxes (139) (139) Net income from continuing 502 (2) 28 13 (211) 330 operations

• Half year ended 30 September 2005 In € millions Non Passenger Cargo Maintenance Other Total allocated Total sales 6,264 807 894 293 - 8,258 Intersegment sales (228) (1) (647) (218) - (1,094) External sales 6,036 806 247 75 - 7,164 Income from current operations 313 10 29 8 - 360 Income from operating activities 313 10 29 8 534 894 -- - Share of profits (losses) of associates 16 16 Net cost of financial debt and other -- -- financial income and expenses (70) (70) Income taxes - - - - (185) (185) Net income from continuing 313102924279655 operations

Geographical segments Group activities are broken down into five geographical regions: - Europe and North Africa - Caribbean, French Guyana and Indian Ocean - Africa, Middle East - North and Latin America, Polynesia - Asia and New Caledonia

Passenger Activity • Revenues of €6.66 billion, an increase of 10.3% Continuing the growth trend of the 2006 financial year, Air France Group traffic in Revenue Passenger-Kilometers (RPK) increased by 6.8% during the half-year ended 30 September 2006.

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This increase was principally due to strong growth in Asia (+13.7%), Africa (+11.6%), Europe (+7.6%) and North and Latin America (+5.5%, with particularly strong growth in the Latin America network), while the Caribbean-Indian Ocean network decreased by 2.6%. Taking into account the 5.2% increase in the offerings, the high level of traffic enabled further improvement in occupancy and an increase in an already high load factor (+1.2 point to 81.3%). Half-year period ASK (1) RPK (2) Load factor Scheduled ended September passenger 30, 2006 revenue In million Change In million Change In % Change change Long haul 59,848 +5.6% 50,416 +6.6% 84.2% +0.8 point + 13.9% Medium haul 20,732 +4.0% 15,119 +7.6% 72.9% +2.4 points + 7.6% Total 80,580 +5.2% 65,535 +6.8% 81.3% +1.2 points + 11.0%

(1) ASK: Available Seat Kilometers (2 ) RPK: Revenue Passenger-Kilometer

The unit revenues per passenger kilometer increased by 3.9%, in particular due to the progressive increase in fuel surcharges. The improvement in the load factor drove a growth of unit revenue per available seat kilometer of 5.5%.

Half-year period ended 30 September 2006 2005 Change Consolidated passenger revenues (in €M) 6,659 6,036 + 10.3% Consolidated scheduled passenger revenues (in €M) 6,231 5,612 + 11.0% Unit revenue per ASK (in € cents) 7.73 7.33 + 5.5% Unit revenue per RPK (in € cents) 9.51 9.15 + 3.9%

Growth in revenue by network was varied, in parallel with the activity: growth was strong in North and Latin America and Asia, as well as in the Europe and Africa-Middle East networks. The slowdown in the Caribbean-Indian Ocean network was compensated by an increase in unit revenue.

Half-year period ended 30 By network By sales zone September 2006 Schedules Passenger in million % of total Change in million % of total Change Revenues € € Europe 2,742 44.0% + 7.6% 4 110 66.0% + 9.2% Caribbean and Indian Ocean 478 7.7% + 3.5% 184 3.0% - 2.1% Africa-Middle East 723 11.5% + 7.9% 397 6.4% + 3.4% North and Latin America 1,499 24.1% + 20.7% 1 086 17.3% + 24.8% Asia 789 12.7% + 14.2% 454 7.3% + 11.5% Total 6,231 100.0% + 11.0% 6,231 100.0% + 11.0%

Cargo Activity • Revenues of €873 million (+8.3%) Cargo activity remained strong, while the load factors slightly increased to 59.5%. With the offerings (expressed in Available Ton-Kilometers, ATK) increasing by 4.0%, traffic (expressed in Revenue Ton- Kilometers, RTK) increased by 6.9%.

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Unit revenue per Ton-Kilometer was affected by high competition levels, in particular in the second quarter, increasing by 1.2% over the half-year. The increase in fuel surcharges was not sufficient to fully transfer the rise in fuel prices to the cargo activity clients.

Half-year period ended September 30, 2006 2006-07 2005-06 Change Consolidated cargo revenues (in million €) 873 806 + 8.3% Consolidated scheduled cargo revenues (in million €) 789 728 + 8.3% Unit revenue per ATK (in € cents) 15.57 14.95 + 4.0% Unit revenue per RTK (in € cents) 26.14 25.80 + 1.2%

The increase in activity with Asia (+11.8%) and North and Latin America was particularly favourable for cargo revenues. The Africa network, with a growth of 12.6%, also contributed to this increase.

Half-year period ended 30 By network By sales zone September 2006 Cargo transport Revenues in €M % of total Change in €M % of total Change Europe 23 2.9% - 11.5% 371 47.1% + 3.6% Caribbean and Indian Ocean 82 10.4% + 6.5% 16 2.0% + 6.7% Africa-Middle East 98 12.4% + 12.6% 51 6.5% + 15.9% North and Latin America 273 34.6% + 5.8% 99 12.5% + 11.2% Asia 313 39.7% + 11.8% 252 31.9% + 13.5% Total 789 100.0% + 8.3% 789 100.0% + 8.3%

The cargo activity revenues decreased during the second half of the financial year 2006-2007 (winter season). As a result, Air France implemented an action plan with includes, in particular, the adaptation of its offerings and a progressive replacement of the fleet permitting significant productivity gains; the replacement of the previous generation B747 (B747-200F) by B777-200F will begin in summer 2008, with the entry of more recent B747 (B747-400SF) into the fleet for the transitional period.

Maintenance Activity • Significantly increased revenues of €309 million Second worldwide operator in multi-product aircraft maintenance, Air France maintains its own aircraft and markets its maintenance know-how under the name Air France Industries. Maintenance activities accounted for revenues of €309 million, increasing by 25.1% compared to the same period in 2005-06. This activity has a client-base of approximately 100 airlines. The equipment and engine activities are extremely strong. Air France’s maintenance operating facilities are located at four main sites: Toulouse Blagnac for heavy maintenance of small aircraft, Orly for heavy maintenance of large aircraft, engines and equipment, Roissy for light maintenance and Le Bourget, where special fleets are serviced. Air France Industries is the world leader for heavy maintenance of A320 Airbus aircraft, for equipment support on the range of Airbus A320, A330, A340 and Boeing B777 aircraft, as well as the world leader in CFM56-5 engine maintenance on Airbus A320 and A340 aircraft.

Other Activities Air France’s other activities primarily include its catering activity carried out through its Servair subsidiaries.

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Airline Industry Trends Dynamic Passenger Business The impact of the 11 September 2001 terrorist attacks, the war in Iraq and the outbreak of SARS had a significant negative impact on airline passenger traffic in 2001, 2002 and 2003. Following a recovery in traffic first witnessed in the second half of 2003 and continuing through 2004, 2005 levels of passenger traffic have continued to follow this upward trend with sustained levels of activity accompanied in general by a significant improvement in unit revenues. This trend continued in 2006, supported by sustained economic growth. Increased Fuel Prices Since spring 2004, the airline industry has faced sharp increases in fuel prices which continue to impact profitability in the sector. According to IATA, fuel currently accounts for approximately 25% of the total costs for airlines. During the half-year ended 30 September 2006, fuel prices remained high, peaking at $78 per barrel in early August, followed by a decrease to around $60 per barrel. Geographic Trends Recent airline industry trends in the three main geographic zones — Europe, the United States and Asia — have differed significantly. In the United States, most airlines have not been profitable since 2001 and the American air transport sector remains in difficulty. Following the filing for Chapter 11 bankruptcy of United Airlines and US Airways (whose shareholders have since accepted a merger with America West) in 2003, Delta and Northwest both filed for Chapter 11 bankruptcy in September 2005. Furthermore, faced with higher fuel prices, against which these airlines are unable to implement hedging policies due to their generally weak financial position, many U.S. carriers have continued to seek assistance from the U.S. federal government. U.S. airlines are nevertheless recovering and some airlines have announced positive net incomes for the half-year ended 30 September 2006. European airlines broke even at the end of 2005 and achieved $1.6 billion of profits. The business of European airlines has generally been strong since the beginning of 2005, with a 6.2% increase in traffic and a 4.3% increase in capacity, resulting in an increase in load factor of 1.4 points to 76.0%. Europe’s leading airlines have been able to implement hedging policies and impose fuel surcharges, while benefiting from the improvement in their load factors. These airlines have also been able to benefit from the increasing globalization of Europe’s economies, thereby becoming less dependent on local economic growth. This trend has continued during the 2006-07 financial year. Air France Group: a Strategy of Profitable Growth For a period of two years now, the Air France Group has implemented its strategy of profitable growth within the Air France-KLM Group. By capitalising on the combined networks of the two companies and maintaining significant growth in its traffic offering, the Group has increased its market share: Air France’s share of RPK in 2005-06 among AEA companies reached 17%, representing a 0.5 point increase in just one year. The merger synergies with KLM continue to increase during the current financial year and should reach €500 million this year as opposed to €350 million at the end of 2005-06 financial year. Approximately half of these synergies have an impact on the financial results of Air France. Initial estimates, which valued synergies at €265 million for the third year following the merger are going to be significantly exceeded. In particular, revenue synergies were much higher than anticipated, due to the success of Air France and KLM fare combinability, offering passengers the possibility to combine, without restriction, a flight offered by one airline to a given destination with a return flight offered by the other airline from that destination, using the complementary hubs at Roissy-CDG and Schiphol airports. In terms of cost synergies, a special effort has been made to merge the sales and operational teams situated abroad under a single roof and within a co-ordinated organization. In France and the Netherlands, sales and operational personnel have been integrated within the company based

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in each country. Furthermore, the gradual integration of the computer systems of both airlines has begun to produce synergies. Due to the favourable development of synergies, Air France-KLM has increased its forecast for the coming financial year and estimates that it will have generated €1 billion in synergies by the 2010- 2011 financial year. Air France has also continued to implement its cost-cutting program in the first half year 2006-07. The "Major Competitiveness 2007" cost-savings plan achieved further savings of around €111 million, for a total of around €765 million in cumulative savings achieved since the plan was launched in 2004-05. Competition Air France faces competition on point-to-point traffic from different national carriers serving these destinations. In addition, for connecting traffic, Air France competes with other major international airlines operating hub facilities. In the European market, Air France also faces competition from low-cost airlines, principally easyJet and Ryanair, as well as alternative means of transportation, in particular the French high-speed rail link (TGV) and the Eurostar. Air France has code-sharing arrangements with the TGV network, offering rail/air transfers at the Roissy-CDG Terminal 2 and rail/air links from five regional cities to Roissy- CDG, thereby feeding hub traffic and allowing TGV passengers to access Air France’s international network. Similarly, Air France has a code-sharing arrangement with Thalys International, a high-speed rail network with a Brussels-Paris link. Passengers may purchase combined train/air tickets and travel on any one of five direct trips per day between Brussels-Midi station and Roissy-CDG. Air France’s competitors in cargo transport are principally Lufthansa, Cargolux and Singapore Airlines as well as freight integrators. Principal Raw Materials Suppliers The principal raw material Air France use in its business is jet fuel. Air France obtains such fuel from approximately 60 oil companies or retailers, with six large international oil companies providing approximately 75% of its supplies. The prices of fuel set forth in these contracts fluctuate with market indicators and are subject to periodic adjustment. Air France pays for approximately 100% of its jet fuel in dollars. Refueling contracts with oil companies are generally renegotiated annually through standard tendering procedures. The Air France standard contract is for at least one year. This duration can be adapted to market opportunities (joint tendering process Air France-KLM or with SkyTeam alliance partners) in order to benefit from increased purchasing leverage. The price of jet fuel is historically volatile and is susceptible to geopolitical instability and has recently been at historically high levels. Air France employs a variety of risk management tools for oil and jet fuel purchasing, including swaps and options with or without premiums. These tools are based on various oil underlyings such as crude oil, heating oil, gasoline and jet fuel. Doing that, Air France can exploit any arbitrages or price differences between such these underlyings emerging from specific market conditions. In response to the increase in the price of jet fuel, Air France has introduced a series of fuel surcharges on its passenger and cargo flights and has strengthened its cost control policy.

Fleet Air France is accelerating the renewal of its fleet in response to the combined effects of very high oil prices and a weak dollar. Air France decided to replace the B747-200 and -300 aircraft used in its Caribbean and Indian Ocean network with B777-300ER, which consume significantly less fuel, and the cargo B747-200 aircraft with B747-400ERF and B777F. It is currently contemplated that Air France will complete these replacements in the summer of 2010.

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Air France Group Fleet As at 30 September 2006, the Air France Group fleet consisted of 401 planes, including 259 in the Air France fleet and 142 in the regional fleet. 49% of the Air France Group fleet is owned, 16% is under financial lease, and 35% is operated under operating leases. Air France fleet Air France operates a fleet of 259 aircraft, with 253 in operation, including 147 medium-haul, 94 long- haul and 12 cargo aircraft. During the half year ended 30 September 2006, 5 aircraft were added to the fleet and 4 were withdrawn. In the medium-haul fleet, 1 Airbus A318was added. One Airbus A320 and 3 Boeing B737-500s were withdrawn. The rationalization process in the medium-haul fleet continued, focused on models of the A320 family, ranging from 123 to 206 seats, allowing Air France to benefit from a reduction in operating and maintenance costs due to common technical specifications for flight decks, equipment and engines. It is currently contemplated that the withdrawal of the last Boeing B737-500 will occur in the summer of 2007. In the long-haul fleet, 4 B777-300 ER were added. The cargo fleet remained unchanged for the period. However, following the slowdown in activity, the company made the decision in early 2007 to early replace 2 B747-200Fs by 1 B747-400ERF under operating lease. The anticipated phase out of the B747-200Fs could be achieved by January 2008 as the first B777-200Fs on order are delivered. Until then 3 B747-400 passenger aircraft will also be converted to freighters. Investments in flight equipment over the half year amounted to €552 million (including advances on orders and capitalized maintenance expenses). At 30 September 2006, there were firm orders for 28 aircraft and options on 15. The following table sets forth the Air France fleet as at 30 September 2006 and 31 March 2006:

TOTAL In operation Aircraft Owned Finance lease Operating lease 3/31/06 9/30/06 3/31/06 9/30/06 3/31/06 9/30/06 3/31/06 9/30/06 3/31/06 9/30/06 B747-400 8 8 1 1 7 7 16 16 16 16 B747-300/200 6 6 6 6 4 B777-200/300 19 23 4 4 15 15 38 42 37 42 A340-300 10 10 3 3 7 7 20 20 20 20 A330-200 6 6 1 1 9 9 16 16 16 16 Long-haul fleet 49 53 9 9 38 38 96 100 93 94 B747-400 2 2 3 3 5 5 5 5 B747-200 5 5 1 1 1 1 7 7 7 7 Cargo 7 7 1 1 4 4 12 12 12 12 A321 11 11 2 2 13 13 13 13 A320 49 52 31615 68 67 66 67 A319 20 19 4 4 21 22 45 45 44 45 A318 12 13 12 13 12 13 B737-500 3 3 9 6 12 9 11 9 Medium-haul fleet 95 98 7 4 48 45 150 147 146 147 Total Air France 151 158 17 14 90 87 258 259 251 253 fleet

The Air France regional fleet The Air France regional division has a fleet of 142 planes with 100 seats or fewer, with 127 aircraft in operation and 5 leased from third-party companies. This fleet is primarily organized around four aircraft: the Régional Embraer, the Brit Air Bombardier, the Régional and BritAir Fokker (capacity of 79 and 100 seats), and the CityJet BAE.

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During the half year ended 30 September 2006, 1 BAE 146-300s and 7 Avro RJ85 were added to the CityJet fleet; Régional added 1 Fokker 100 and withdrew 1 Embraer 120-ERs and one Saab 2000 from its fleet. Investments in flight equipment amounted to €52 million for the period. There were firm orders for six aircraft at 30 September 2006. The following table sets forth the Air France regional fleet as at 30 September 2006 and 31 March 2006: BRIT AIR TOTAL In operation Aircraft Owned Finance lease Operating lease 3/31/06 9/30/06 3/31/06 9/30/06 3/31/06 9/30/06 3/31/06 9/30/06 3/31/06 9/30/06 Canadair Jet 100 2 2 11 11 6 6 19 19 19 18 Canadair Jet 700 2 3 10 9 12 12 12 12 F100-100 5 5 8 8 13 13 13 13 Total 9 10 21 20 14 14 44 44 44 43

CITY JET TOTAL In operation Aircraft Owned Finance lease Operating lease 3/31/06 9/30/06 3/31/06 9/30/06 3/31/06 9/30/06 3/31/06 9/30/06 3/31/06 9/30/06 BAE146-200/300* 5 5 1 1 13 14 19 20 19 20 AVRO RJ 85 7 7 Total 5 12 1 1 13 14 19 27 19 20 sub-leased by KLM

REGIONAL TOTAL In operation Aircraft Owned Finance lease Operating lease 3/31/06 6/30/06 3/31/06 6/30/06 3/31/06 6/30/06 3/31/06 6/30/06 3/31/06 6/30/06 BEECH 1900 3 3 1 1 1 1 5 5 EMB145-EP/MP 2 2 17 17 9 9 28 28 28 28 EMB135-ER 2 2 3 3 4 4 9 9 9 8 EMB120-ER 8 8 1 1 2 1 11 10 9 9 F100-100 1 3 1 1 7 6 9 10 9 10 F70-70 5 5 5 5 5 5 SAAB 2000 5 4 5 4 5 4 Total 16 18 28 28 28 25 72 71 65 64

Total Regional fleet 30 40 50 49 55 53 135 142 128 127

Property After the fleet, land and buildings are the second largest category of tangible assets for the Air France Group.

Air France land and buildings Air France occupies around 1,800,000 m2 of buildings, mostly in mainland France (85% of surface area), of which 52% is rented, 41% fully owned, and 7% leased. Note that only 18% of the surface area which is wholly owned or leased is situated on land fully controlled by Air France, most of the Group’s facilities being based in airport zones where land availability is subject to occupancy agreements or long-term leases.

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The use of building surface area by the core activities in France can be categorized as follows: Activity Approximate surface area in m2 Operations 166,000 Cargo 246,000 Maintenance 635,000 Support 455,000 Geographically, Air France occupies seven main sites: Sites Approximate surface area in Type of financing m2 Roissy–Charles de Gaulle Airport 728,000 ownership, leases, rental Orly Airport 436,000 ownership, rental Toulouse 71,000 ownership, leases Vilgénis 45,000 ownership Le Bourget 57,000 rental Montreuil 36,000 rental Valbonne 17,000 ownership

The main property asset operation for the year concerned the building of the new flight crew center at Roissy-Charles de Gaulle, completed in March 2006, representing a total surface area of about 33,000 m2 under finance lease. The three main rental contracts concern: Sites Approximate surface area in m2 Type of rental contract Commercial head office, France, in 20,000 commercial lease Montreuil Hangar H4 at Roissy-Charles de Gaulle 35,000 agreement Hangar Hbn6 at Orly 45,000 agreement

The two main construction projects currently underway are the A380 hangar at Roissy-Charles de Gaulle, representing an investment of approximately €47 million, with completion expected in spring 2008 and the construction of the maintenance center at the Roissy hub, with an estimated cost of €27 million with completion expected in spring 2007. Air France also has other freehold and leasehold interests in real estate in numerous countries throughout the world that collectively are less significant. In April 2004, Air France opened its new industrial centre in Blagnac, Toulouse to replace the Montaudran plant. Total investment was approximately €40 million. This centre is dedicated to major maintenance for small aircraft. The Roissy-CDG and Orly airports are operated by ADP (Aéroports de Paris), a majority state-owned entity which has a concession to operate and manage the airports in the Paris area. Air France rents technical, administrative and commercial premises within the airport, parking strips for the aircraft and industrial premises and hangars for cargo and maintenance that are often located near the runways. In certain cases, Air France is the tenant of equipped premises (commercial premises within the terminals) or empty premises that it equips (for example, lounges for passengers at Roissy-CDG). Regarding terminal 2F at Roissy-CDG, Air France is responsible for completely equipping, remodeling and decorating the private areas in the interior of the terminal. This was also true of terminal 2E which was closed following the collapse of part of the roof on 23 May 2004. With respect to industrial premises and hangars, Air France is usually the tenant of the land and the owner of the buildings that it has constructed. This is also the case for Air France’s corporate head offices, where Air France has a long-term construction lease of 70 years (from 1994) with the landowner, ADP. On 28 January 2004,

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Air France entered into a 12-year sale and leaseback agreement with a syndicate of banks covering the building and Air France’s rights under the construction lease. Air France also occupies premises and land in the airports outside the Paris region, pursuant to the same temporary occupation regime. In foreign airports, Air France is subject, as are the other airline companies, to applicable local law. Air France’s largest leased area outside of France is at New York’s John F. Kennedy airport.

Organisational structure The current structure of the AIR-France KLM Group is as follows: Air France - KLM Jurisdiction of % of % of Voting Subsidiary Organization Head Office Interest Rights Société Air France France Roissy-CDG, France 100 100 KLM the Netherlands Amstelveen, the Netherlands 97 49

Société Air France’s significant subsidiaries are as follows:

Société Air France Jurisdiction of % of % of Voting Subsidiary Organization Head Office Interest Rights Air France Finance France Roissy-CDG, France 100 100 Brit Air France Morlaix, France 100 100 CityJet Ireland Dublin, Ireland 100 100 Régional Compagnie Aérienne Européenne France Bouguenais, France 100 100 Servair France Roissy-CDG, France 97 97

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Administration, management, and supervisory body The Board of Directors Organization Air France is subject to French corporate law. The articles of incorporation and the rules and procedures for electing board representatives are provided for both in Articles L.225-27 to L.225-34 of the French Code de commerce and in the company’s bylaws. The Chairman must be appointed by the Board of Directors. At the meeting on 15 September 2004, the Board of Directors voted not to separate the functions of the Chairman and Chief Executive Officer. In addition, it nominated a Deputy Chief Executive Officer. Directors are appointed for a six-year term. The minimum number of Air France shares to be held by directors has been set at 1. In addition to the legal and statutory provisions, the Board of Directors is governed by Air France’s bylaws in accordance with the rules of good governance presented in the 2002 AFEP-MEDEF reports. A Code of ethics defines the rights and obligations of Directors, notably for Directors’ obligations on confidentiality issues, conflicts of interest and trading in Air France-KLM’s stock, as well as the matters to be decided on by the Board. The roles of the two specialized committees on the Board are defined in the bylaws: the Audit Committee and the Strategy Committee. Composition of the Board of directors The current Board of Directors comprises 18 members: - 6 executive directors, including one representative of Air France-KLM, - 5 independent directors, - 1 director representing the French State, - 6 employee representatives, including: - 1 elected by cockpit crew - 1 elected by cabin crew - 4 elected by other employees including 1 representing managerial staff. All of the directors, with the exception of those six elected by employees, are appointed by the General Shareholders’ Meeting. All of the directors are of French nationality.

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As at 28 March 2007, the Air France’s Board of Directors is composed as follows: Name and business address Other Directorships Chairman and Chief Executive Officer: Mr. Jean-Cyril SPINETTA Chairman and Chief Executive Officer. Chairman and Chief Executive Officer of Air France-KLM. Director of Saint-Gobain, Unilever and Alcatel-Lucent. Permanent Representative of Air France on the Board of Directors of Le Monde Entreprises. Directors: Mr. Pierre-Henri GOURGEON Chief Operating Officer (Directeur Général Délégué) and Permanent Representative of Air France-KLM, Chief Operating Officer and director of Air France-KLM, director of Amadeus GTD and Stéria. Mr. Jean-Pierre AUBERT Chairman and Chief Executive Officer of Consortium de Réalisation (CDR). Mr. Christian BOIREAU Senior Vice President of sales France (Directeur Général Adjoint Commercial France). Director of Amadeus GTD and Amadeus France Services SA, member of the supervisory board of Amadeus France, chairman of the supervisory board of Transavia France since 12 March 2007. Mr. Philippe CALAVIA Chief Financial Officer (Directeur Général Délégué Economie-Finances) of Air France and Vice-President Finance of Air France-KLM. Chairman and Chief Executive Officer of Air France Finance SA. Director of Air France Finance Ireland and Member of the Supervisory Board of Horizon Epargne Mixte. Mr. Philippe CADOREL Director representing cabin crew. Mr. Jean-Louis CHAMBON Director of Sustainable Development, Atomic Energy Commission. Member of the Supervisory Board of Maurel et Prom. Mr. Dominique-Jean CHERTIER Vice President of Social and Institutional Affairs (Directeur Général Adjoint Affaires sociales et institutionnelles), Safran Group. Director of Safran Conseil and Safran Sixty, Chairman and Chief Executive Officer of Safran Human Resources Support, Inc. (USA). Director of Messier-Dowty International Ltd. GB. Mr. Jean-François COLIN Senior Vice President of Human Resources (Directeur Général Adjoint Politique Sociale). Mr. Michel FAURÉ Director representing employees. Mr. Pascal de IZAGUIRRE Senior Vice President Ground Operations (Directeur Général Adjoint Exploitation Sol). Director of Servair and Sodesi. Ms. Rose-Marie van Chairman of the Management Board of Groupe Korian. Member of the LERBERGHE Board of Directors of Institut Pasteur. Mr. Daniel MACKAY Director representing employees. Mr. Pascal MATHIEU Director representing managerial employees. Mr. Bernard PÉDAMON Director representing cockpit crew. Mr. Jean PEYROT Director representing the French State. Mr. Pierre WEILL Chairman of the Strategic Committee of TNS Sofres. Director of Leger Marketing (Quebec), Chairman of Pierre Weill Conseil and Intage (USA). Mr. Pascal ZADIKIAN Director representing employees. The business address of each of the directors is 45, rue de Paris – 95747 Roissy CDG Cedex.

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Conflicts of interest To the knowledge of the Issuer, there is no potential conflict of interest between any duties owned by the members of its Board of Directors to Air France and their private interests or other duties. Share Capital The share capital of the Issuer at 30 September 2006 was €1,901,231,625 and was divided into 126,748,775 shares, having a nominal value of €15 each. Proportion of share capital remaining unpaid The share capital is entirely paid up. Major Shareholders The share capital of Air France is held 100% by Air France-KLM. Listing of the Issuer’s shares The Issuer’s shares are not listed.

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Selected financial information: half year ended 30 September 2006 The half-year ended 30 September 2006 was characterised by sustained economic growth permitting strong activity, both in passenger and cargo traffic. Fuel prices remained high, peaking at $78 per barrel in early August, followed by a decrease to around $60 per barrel. In May, two years after the privatisation, the collective agreements on employment and remuneration conditions for the three personnel categories (ground staff, cockpit and cabin crew) entered into force, replacing the former personnel regulations provided for by law. Since that date, Air France has begun payment into the French national unemployment insurance fund and in accordance with its obligations, compensates employees for their payments. Aeroflot joined the SkyTeam alliance in April 2006; China Southern is pursuing membership in the alliance. Air France made an offering of €550 million senior unsecured bonds due 2014. In October 2006, Airbus notified Air France of a significant change in the scheduled deliveries of A380. The first deliveries will be postponed to summer 2009. This tortuous delay will nevertheless have no impact on the Company’s growth plan, due to the flexible fleet management policy used by Air France for several years. Air France Consolidated Financial Results for half year ended 30 September 2006 Sales for the half-year ended 30 September 2006 increased by 10.6% as compared with the same period in 2005-06. All activities recorded a strong growth: 10.3% for passenger activity; 8.3% for cargo activity; 25.1% for maintenance activity; and 10.7% in other revenues (essentially catering).

Half-year ended 30 September (in million €) 2006 2005 Change Revenues 7,924 7,164 10.6% Current operating income 536 360 48.9% Income from operating activities 511 894 (42.8%) Net income, Group share 347 648 (46.5%)

External expenses increased by 8.9% compared to the same period in 2005, increasing to €4.19 billion from €3.85 billion. The increase in external expenses resulted principally from the increase in fuel costs (19.3%). Fuel costs excluded, external expenses would have increased by only 5.1%, corresponding to the progression in the EASK offerings of the Group.

Six-month period ended September 30, in million of € 2006 2005 % Change Aircraft fuel (1,235) (1,036) 19.3% Chartering costs (269) (234) 15.0% Aircraft operating lease costs (231) (233) (0.9)% Landing fees and en route charges (553) (526) 5.3% Catering (167) (161) 3.9% Handling charges (450) (420) 7.3% Aircraft maintenance costs (242) (203) 19.2% Commercial and distribution costs (434) (447) (2.9)% Other external expenses (608) (588) 3.4% Total (4,190) (3,848) 8.9% Total excluding fuel costs (2,955) (2,812) 5.1%

45.

Chartering costs increased by 15%, to €269 million, due to the development of code-sharing partnerships on the medium-haul network, mainly with Air Europa in the Iberic peninsula. Aircraft operating lease costs totalled €231 million, representing a 0.9% decrease, due to the reduction of the number of leased aircrafts within the Group fleet. Landing fees and en route charges increased by 5.3% to €553 million, reflecting the increase in activity. Catering expenses rose by 3.9% to €167 million. Handling charges totalled €450 million for the half-year ended 30 September 2006, increasing by 7.3%. This increase, stronger than that of offerings, results from additional services provided by Air France at Roissy-CDG in order to compensate for infrastructure saturation. Aircraft maintenance costs amounted to €242 million. The 19.2% increase as compared to the same period in 2005-06 is principally due to an accounting reclassification of €26 million (in the first half year 2006-07) corresponding to engine leases and components transportation costs. These costs were previously recorded in “Other expenses”. On constant accounting basis, the increase would have amounted to 6.4%. Commercial and distribution costs decreased by 2.9% to €434 million. This decrease resulted from the elimination of commissions paid to travel agents in the French market. Other expenses rose slightly by 3.4% to €608 million, due to the accounting reclassification of €18 million in engine leases and transportation costs in 2005-06, with other costs increasing by 10.0%. Salaries and related costs rose to €2,458 million for the half-year ended 30 September 2006, from €2,275 million for the same period in 2005, representing an increase of 8% as compared to an increase of 0.8% in the number of employees. The increase in salaries and related costs includes the social charges related to the Air France contribution to the French national unemployment insurance fund from May 2006, the effect of the end of the 1999 salary-share exchange and the increase in profit sharing. Amortisation and depreciation totalled €616 million, increasing by 7.1%. Provisions decreased by 63.5% to €11 million from €30 million in financial year 2005-2006. Other income and expenses showed an expense €1 million as compared to income of €11 million the previous year. Operating income for the half-year ended 30 September 2006 amounted to €536 million, increasing by 48.9%. This sharp increase results mainly from passenger activity, which produced increased operating income of €502 million as compared to €313 million in the same period in financial year 2005-2006. Cargo activity recorded a loss of €2 million, while operating income from other activities remained stable. Aircraft equipment disposals totalled €6 million. Other non-recurring operating income and expenses decreased from €534 million to a negative balance of €31 million. During financial year 2005-2006, this amount primarily represented the gain realised on the Amadeus GTD transaction. Due to this non-recurring income, income from operations decreased significantly, amounting to €511 million, as compared to €894 million the previous year. Net financial expenses decreased from €48 million at 30 September 2005 to €19 million at 30 September 2006, due to the reduced indebtedness of the Group. Other financial income and expenses amounted to a net expense of €28 million at 30 September 2006 as compared to €22 million at 30 September 2005. The decrease is primarily due to a decrease in currency effect and losses on financial instruments.

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The tax charge amounted to €139 million at 30 September 2006as compared to €185 million at 30 September 2005, decreasing by 24.9%. The tax charge for the half-year ended 30 September 2005 included an amount of €154 million related to taxes on income from the Amadeus GTD transaction. The share in equity affiliates decreased from €16 million at 30 September 2005 to €5 million at 30 September 2006. The change is due principally to Amadeus GTD: following the completion of the transaction in July 2005, the Group no longer includes its share in the income of Amadeus GTD. Income attributable to equity holders totalled €347 million for the half-year ended 30 September 2006, a decrease over income attributable to equity holders of €648 million for the half-year ended 30 September 2005.

Air France Group Investments and Financing for the half year ending 30 September 2006 The total of investments in tangible and intangible assets for the half-year ended 30 September 2006 amounted to €735 million, representing a significant decrease from €992 million in the previous financial year. Sales/Disposals decreased significantly to €73 million, as compared with the same period in 2005-06, due to the disposal of Amadeus GTD shares in an amount of €817 million. In total, cash flows related to investment activities totalled €761 million. Cash flows related to investment activities is covered by cash flows from operations which totalled €1,142 million. The net debt amounted to €1.45 billion. Shareholders’ equity including minority interests amounted to €4.98 billion at 30 September 2006, decreasing as compared to the beginning of the financial year. Gains for half-year ended 30 September 2006 compensated losses in the fuel hedging portfolio related to price decreases. The ratio of net debt to equity at 30 September 2006 is 0.29.

47.

Persons responsible for auditing the accounts Principal Statutory Auditors Deloitte & Associés KPMG Audit 185, avenue Charles de Gaulle Département de KPMG S.A. 92200 Neuilly sur Seine 1, Cours Valmy 92923 Paris La Défense Represented by Pascal Pincemin Represented by Jean-Luc Decornoy and Appointed for 6 financial years at a Jean-Paul Vellutini general meeting of shareholders of Air Appointed for 6 financial years at a France held on 19 May 2004 general meeting of the shareholders of Air Date of first appointment: 19 May 2004 France held on 19 May 2004 Date of first appointment: 19 May 2004 Deloitte & Associés are registered with the Versailles regional office of the Compagnie Nationale des Commissaires aux Comptes ("CNCC") and KPMG Audit are registered with the Versailles regional office of the CNCC. Deputy Auditors B.E.A.S. SCP Jean-Claude André et Autres 7/9 Villa Houssay Les Hauts de Villiers 92200 Neuilly-sur-Seine 2 bis, rue de Villiers Represented by Alain Pons 92300 Levallois-Perret Appointed for 6 financial years at a Represented by Jean-Claude André general meeting of shareholders of Air Appointed for 6 financial years at a France held on 19 May 2004 general meeting of shareholders of Air Date of first appointment: 19 May 2004 France held on 19 May 2004 Date of first appointment: 19 May 2004 B.E.A.S. are registered with the Versailles regional office of the CNCC and SCP Jean-Claude André et Autres are registered with the Versailles regional office of the CNCC.

48.

Litigation The Group is involved in several disputes, and the potential losses have not necessarily been recorded in the consolidated financial statements. The Company was definitively removed by the Court of Appeals of Richmond, Virginia on 9 December 2004, from in the HALL action, the name of one of the travel agents who had filed a class action suit against American and European airlines, including Air France and KLM, accusing them of illegal agreements to reduce the commissions collected on the sale of airline tickets. A lawsuit based on the same complaints, filed by fifty travel agents acting individually against the same airlines is still pending in the Federal Court of the Northern District of Ohio. However, given the small number of agents involved in this action, the financial stakes for the Company are not significant. No provisions have been recorded in connection with this suit. In the dispute between Servair a subsidiary of the Company, and its employees for payment of meal times, all judgments issued to date by the courts have dismissed the claims of the employees involved. Only one proceeding with 255 employees is still pending before the Labour Board. This action, like the preceding cases, is considered to be not relevant by the Company and no provisions have been recorded. As of 14 February 2006, authorities from the EU Commission and the US Department Of Justice (DOJ) presented themselves at the offices of Air France and KLM, as well as most airlines and world major cargo operators, formally requesting information about an alleged conspiracy to fix the price of air shipping services. Skyteam Cargo, a Company in which Air France held shares, was subject to the same investigations. Air France-KLM as well as Air France and KLM are cooperating with these investigations. As of 30 September 2006, over 85 purported class action lawsuits were filled in the US against air cargo operators including Air France-KLM, Air France, KLM and/or related entities. Plaintiffs allege that defendants engaged in a conspiracy to fix the price of air shipping services since 1 January 2000 including various surcharges in air cargo services in violation of antitrust laws. They consequently seek compensatory damages and treble monetary damages in unspecified amounts, costs and attorney’s fees, as well as injunctive relief amounting to triple amount of compensatory damages. These actions are in the process of being transferred and consolidated before the US District Court of the Eastern District of New-York. Air France and KLM intend to defend these cases vigorously. At this time, Air France-KLM is unable to predict the outcome of these investigations requested by antitrust and civil litigation authorities, or the amount of penalties and compensatory damages which could be due. On 20 July 2006, Air France was placed under formal investigation for (i) possible illegal employment practices and (ii) being a possible accessory to misappropriation of funds by Pretory, a company that supplied on board safety guards to Air France for flights to the US or other destinations following the September 11 terrorist attacks. Air France has denied any illegal practice and immediately filed an appeal against the judge’s decision. This appeal is still pending before the Paris Court of Appeal

49.

RECENT DEVELOPMENTS

The following consolidated financial information pertaining to the Air France-KLM Group, extracted from the press release issued by Air France-KLM on 14 February 2007, has been neither audited nor reviewed by the statutory auditors of Air France-KLM:

Third quarter results (as of 31 December 2006) of Air France-KLM

1. 14 FEBRUARY 2007

Turnover up 5.9% to 5.75 billion Euros Operating income up 32.6% to 252 million Euros

NINE MONTHS TO 31 DECEMBER 2006 Operating income of 1.23 billion Euros, up 31% Adjusted1 operating margin of 7.8%, up one point Net income, group share of 847 million Euros, up 73.9% versus 31 December 2005 excluding the Amadeus operation

The board of Directors of Air France-KLM, at a meeting on 13 February 2007 chaired by Jean-Cyril Spinetta, examined the accounts for the Third Quarter of Financial Year 2006-07.

2. CONSOLIDATED FIGURES IN IFRS

Third Quarter Nine months to 31 December to 31 December Financial year 2006-07

(in € millions) 2006 2005 Change 2006 2005 Change

Turnover 5,751 5,429 +5.9% 17,684 16,251 +8.8% Operating income 252 190 +32.6% 1,231 940 +31.0% Pre- tax income of fully 216 108 +100.0% 1,046 1,271(1) nm integrated companies Net income, Group share 229 77 nm 847 906(2) nm Net income, Group share excl. 229 77 nm 847 487 Amadeus capital gain +73.9% Net earnings per share (in €) 0.87 0.30 +190.0% 3.19 3.45 nm Net diluted earnings per share 0.79 0.28 +182.1% 2.93 3.22 nm (in €) (1) Includes gross capital gain in respect of Amadeus of 504 million Euros (2) Includes net capital gain in respect of Amadeus of 419 million Euros

1 Based on operating income adjusted for the portion of operating leases corresponding to financial charges (34%).

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3. THIRD QUARTER TO 31ST DECEMBER 2006: OPERATING INCOME OF 252 MILLION EUROS (190 MILLION EUROS AT 31ST DECEMBER 2005)

Passenger activity remained dynamic with buoyant unit revenues, against a favourable economic backdrop including a drop in oil prices back to the levels of a year ago. On the other hand, the Cargo activity experienced another difficult quarter during which the competitive environment remained highly aggressive.

Group turnover rose by 5.9% to 5.75 billion Euros for production measured in equivalent available seat kilometres (EASK) up by 3.9%. Unit revenue per EASK was up 1.8% and by 3.3% excluding currency effects. Operating costs rose 5.0% to 5.50 billion Euros. Excluding fuel costs they rose 4.2%. Unit costs per EASK were up 0.9%, but remained stable (-0.1%) on a constant currency and fuel price basis.

The main changes in operating costs were as follows:

- The fuel bill rose 8.3% to 1.08 billion Euros (versus 1 billion Euros at 31 December 2005) reflecting a rise in volume of 2%, a rise in jet fuel prices after hedging of 12% and a favourable currency effect of 6%. - Employee costs rose by 4.8% to 1.67 billion Euros, mainly as a result of a 12% increase in social security costs linked to the contribution of Air France to the general unemployment insurance scheme.

Operating income amounted to 252 million Euros versus 190 million Euros at 31 December 2005, a rise of 32.6%. The adjusted1 operating margin progressed by 0.8 points to 5.3%.

Pre-tax income of fully integrated companies amounted to 216 million Euros (versus 108 million Euros at 31 December 2005). Following the four point reduction in the Dutch tax rate (to 25.6% as of 1 January 2007), the Group wrote back 73 million Euros relating to various provisions for deferred tax, resulting in to the booking of a tax income of 10 million Euros compared with a charge of 36 million Euros a year earlier. The contribution from associates was 8 million Euros versus 6 million Euros at 31 December 2005. Net income, group share amounted to 229 million Euros (versus 77 million Euros a 31 December 2005).

Information by business

(a) Passenger activity In the three months to 31 December 2006, traffic rose 4.3% with a 4.7% rise in capacity, and the load factor was therefore maintained at the high level of 79.8% (-0.3 points).

Total passenger turnover was up 7.1% to 4.52 billion Euros. Operating income amounted to 168 million Euros versus 99 million Euros at 31 December 2005, a rise of 69.7%.

1 Based on operating income adjusted for the portion of operating leases corresponding to financial charges (34%).

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Three months to 31st December

2006 2005 Change Total passenger business turnover (in € m) 4,525 4,225 +7.1% Turnover from regular passenger business (in € m) 4,264 3,968 + 7.5% Unit revenue per RPK (in € cts) 8.76 8.51 +3.0% Unit revenue per ASK (in € cts) 6.99 6.81 +2.6% Unit cost per ASK (in € cts) 6.63 6.55 +1.2% Operating income (in € m) 168 99 +69.7%

The yield (RRPK) increased by 4.3% on a constant currency basis while unit revenue per available seat kilometer (RASK) was up by 4.0%. Unit costs per available seat kilometer were up by 0.4% on a constant currency and fuel price basis.

(b) Cargo activity The cargo activity in the Third Quarter was stable in terms of traffic (+0.1%) as well as capacity (- 0.7%). The load factor stood at 69.8% (+0.6 points).

Under the combined effect of pressure on unit revenues and a negative currency impact, total cargo turnover fell 3.0% to 789 million Euros. Operating income amounted to 62 million Euros versus 98 million Euros at 31 December 2005.

Three months to 31 December

2006 2005 Change Total cargo business turnover (in € m) 789 813 -3.0% Turnover from transportation of cargo (in € m) 735 760 -3.3% Unit revenues per RTK (in € cts) 25.10 25.96 -3.3% Unit revenues per ATK (in € cts) 17.52 17.96 -2.5% Unit costs in ATK (in € cts) 16.06 15.65 +2.6% Operating income (in € m) 62 98 -36.7%

Unit revenue per revenue tonne kilometre (RRTK) was down by 0.7% on a constant currency basis while the yield was stable (+0,1%). Unit costs rose 1.2% on a constant currency and fuel cost basis.

(c) Maintenance activity The maintenance activity saw revenues up 9.7% year-on-year to 260 million Euros. Operating income rose by 12.5% to 27 million Euros at 31 December 2006.

(d) Other activities Turnover from the Group’s other activities amounted to 177 million Euros versus 154 million Euros at 31 December 2006, up 14.9%. The operating result improved significantly from a loss of 31 million Euros at 31 December 2005 to a loss of 5 million Euros at 31 December 2006.

4. NINE MONTHS TO 31 DECEMBER 2006: OPERATING INCOME OF 1.23 BILLION EUROS AND AN ADJUSTED1 OPERATING MARGIN OF 7.8%, UP ONE POINT

Turnover for the first nine months of financial year 2006-07 rose by 8.8% to 17.68 billion Euros for production measured in equivalent available seat kilometers (EASK) up 4.4%. Unit revenue per EASK

1 Based on operating income adjusted for the portion of operating leases corresponding to financial charges (34%).

52.

rose 4.2% (4.5% on a constant currency basis). Operating charges were up 7.5% to 16.45 billion Euros. Excluding fuel costs they rose by 4.7%. Unit costs per EASK were up by 2.8% but decreased by 0.6% on a constant currency and fuel cost basis.

The main factor in the rise in operating charges over the period was once again the fuel bill which increased by 20.1% to 3.26 billion Euros reflecting a volume effect of 3%, a price effect after hedging of 19% and a favourable currency effect of 2%.

Operating income amounted to 1.23 billion Euros, up 31.0% (versus 940 million Euros at 31 December 2005). The adjusted1 operating margin gained one point to 7.8%.

The increase in interest rates is favourable for the Group as the amount of cash invested at variable rates exceeds the level of variable rate debt. As a result, the net cost of financial debt was reduced by 35.7% from 171 million Euros at 31 December 2005 to 110 million Euros at 31 December 2006.

Pre-tax income of fully integrated companies amounted to 1.05 billion Euros versus 1.27 billion Euros after the capital gain on Amadeus at 31 December 2005.

After a tax charge of 228 million Euros (versus 328 million Euros a year earlier) and a contribution from associates of 23 million Euros (-23 million Euros at 31 December 2005), net income, group share amounted to 847 million Euros versus 906 million Euros a year earlier. Excluding the Amadeus operation, it would have risen by 73.9% year-on-year. Earnings per share stood at 3.19 Euros against 3.45 Euros at 31 December 2005.

Information by business

(a) Passenger activity For the first nine months of the financial year the passenger activity saw a 5.7% rise in traffic and a 5.0% increase in capacity, leading to a 0.5 point rise in the load factor to 81.8%. Air France-KLM carried 56.5 million passengers during this period, a rise of 5.1%.

Total passenger turnover rose by 9.2% to 14.01 billion Euros. Operating income was up 48% to 1.03 billion Euros at 31st December 2006.

Nine months to 31 December

2006 2005 Change Total passenger business turnover (in € m) 14,011 12,825 +9.2% Turnover from regular passenger business (in € m) 13,324 12,056 +9.8% Unit revenue per RPK (in € cts) 8.71 8.39 +3.8% Unit revenue per ASK (in € cts) 7.13 6.82 +4.6% Unit cost per ASK (in € cts) 6.50 6.35 +2.4% Operating income (in € m) 1,036 700 +48.0%

On a constant currency basis, the yield (RRPK) rose by 4.0% and revenue per available seat kilometer (RASK) was up 4.7%. Unit costs per available seat kilometer were down by 0.5% on a constant currency and fuel price basis.

(b) Cargo activity After a good first quarter, the deterioration in the sector during the last six months weighed on the cargo activity, which saw a rise in traffic of 2.2% and an increase in capacity limited to 1.3%. The load factor stood at 66.5% (+0.6 points).

53.

Total cargo turnover amounted to 2.24 billion Euros against 2.17 billion Euros at 31 December 2005, up 3.3%. Operating income amounted to 84 million Euros compared with 143 million Euros a year earlier, a decline of 41.3%.

Nine months to 31 December 2006 2005 Change Total cargo turnover (in € m) 2,242 2,171 +3.3% Turnover from transportation of cargo (in € m) 2,078 2,015 +3.1% Unit revenues per RTK (in € cts) 24.86 24.66 +0.8% Unit revenues per ATK (in € cts) 16.53 16.25 +1.7% Unit costs per ATK (in € cts) 15.75 14.97 +5.2% Operating income (in € m) 84 143 -41.3%

On a constant currency basis, the cargo yield (RRTK) was up by 1.7% and unit revenues per available tonne kilometre (RATK) by 2.7%. Unit costs rose 0.4% on a constant currency and fuel price basis.

(c) Maintenance activity The maintenance business generated turnover of 740 million Euros, a rise of 14.2% (versus 648 million Euros at 31 December 2005). Operating income declined from 64 million Euros at 31 December 2005 to 41 million Euros at 31 December 2006, down 35.9%. However, it should be noted that the results of the maintenance activity have improved consistently over the last six months.

(d) Other activities Other activities mainly consist of the catering business and the charter activity of KLM, operated via its subsidiary, transavia.com. Turnover from these businesses amounted to 691 million Euros, up 13.8%. Of this, catering accounted for 124 million Euros (+11.7%) and the charter activity for 473 million Euros (+8.2%). Operating income rose from 33 million Euros at 31 December 2005 to 70 million Euros at 31 December 2006. This improvement stemmed mainly from Transavia, whose operating income rose from 47 million Euros to 64 million Euros, and the Air France-KLM holding company which was at break-even, compared with a loss of 7 million Euros at 31 December 2005.

Financial position: free cash flow of 691 million Euros

Tangible and intangible investments by the Air France-KLM Group amounted to 1.71 billion Euros during the first nine months of Financial Year 2006-07 compared with 1.93 billion Euros a year earlier. They were funded by operating cash flow of 2.31 billion Euros (versus 2.03 billion Euros at 31 December 2005). Proceeds from asset disposals amounted to 84 million Euros (versus 187 million Euros at 31st December 2005). The cash position stood at 4.47 billion Euros at 31 December 2006, an increase of 764 million Euros since 31 March 2006. In addition, the Group still has 1.7 billion Euros in available credit facilities at its disposal.

Net debt fell by 642 million Euros during the first nine months of the year to 3.74 billion Euros (from 4.38 billion Euros at 31 March 2006). In spite of a negative change in the value of derivative instruments of 609 million Euros, Shareholders’ funds amounted to 8.05 billion Euros against 7.85 billion Euros at 31 March 2006. The gearing ratio therefore declined from 0.56 at 31 March 2006 to 0.46 at 31 December 2006 (0.67 at 31 December 2005).

54.

FLEET AS OF 31 DECEMBER 2006

AIR FRANCE FLEET

TOTAL In operation Aircraft Owned Finance lease Operating lease 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 B747-400 8 9 177 16 16 16 16 B747-300/200 6 4 6 4 4 B777-200/300 19 23 4 4 15 15 38 42 37 42 A340-300 10 10 3 3 7 7 20 20 20 19 A330-200 6 6 1 1 9 9 16 16 16 16 Long-haul fleet 49 52 9 8 38 38 96 98 93 93 B747-400 2 2 3 3 5 5 5 5 B747-200 5 5 1 1 1 1 7 7 7 7 Cargo 7 7 1 1 4 4 12 12 12 12 A321 11 11 2 2 13 13 13 13 A320 49 52 31615 68 67 66 67 A319 20 19 4 4 21 24 45 47 44 46 A318 12 16 12 16 12 16 B737-500 3 3 9 4 12 7 11 7 Medium-haul fleet 95 101 7 4 48 45 150 150 146 149 Total Air France 151 160 17 13 90 87 258 260 251 254 fleet

REGIONAL FLEET

BRIT AIR TOTAL In operation Aircraft Owned Finance lease Operating lease 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 Canadair Jet 100 2 2 11 11 6 6 19 19 19 18 Canadair Jet 700 2 3 10 9 12 12 12 12 F100-100 5 5 8 8 13 13 13 13 Total 9 10 21 20 14 14 44 44 44 43

CITY JET TOTAL In operation Aircraft Owned Finance lease Operating lease 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 BAE146-200/300* 5 5 1 1 13 14 19 20 19 20 AVRO RJ 85 10 10 Total 5 15 1 1 13 14 19 30 19 20 sub-leased by KLM

REGIONAL TOTAL In operation Aircraft Owned Finance lease Operating lease 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 BEECH 1900-D 3 3 1 1 1 1 5 5 EMB190 1 1 1 EMB145-EP/MP 2 2 17 17 9 9 28 28 28 28 EMB135-ER 2 2 3 3 4 4 9 9 9 8 EMB120-ER 8 9 1211 9 9 9 F100-100 1 3 1 1 7 6 9 10 9 10 F70-70 5 5 5 5 5 5 SAAB 2000 5 55 Total 16 19 28 27 28 21 72 67 65 61

Total Regional fleet 30 44 50 48 55 49 135 141 128 124

TOTAL 181 204 67 61 145 136 393 401 379 378 Air France Group

55.

FLEET AS OF 30 DECEMBER 2006

KLM AND TRANSAVIA FLEET

TOTAL In operation Aircraft Owned Finance lease Operating lease 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 B747-400 6 9 16 13 22 22 22 22 B777-200 5 6 6 7 11 13 11 13 MD11 2 8 6 2 2 10 10 10 10 A330-200 3 6 3 6 3 6 B767-300 8 3 8 3 8 3 Long-haul fleet 6 11 32 31 16 12 54 54 54 54 B747-400 3 3 3 3 3 3 Cargo 3 3 3 3 3 3 B737-900 2 2 3 3 5 5 5 5 B737-800 3 6 23 20 4 5 30 31 30 31 B737-700 5 5 5 5 10 10 10 10 B737-400 6 6 7 7 13 13 13 13 B737-300 6 6 1 1 7 7 14 14 14 14 Medium-haul fleet 15 18 31 28 26 27 72 73 72 73 Total KLM fleet 21 29 66 62 42 39 129 130 129 130

REGIONAL FLEET

KLM Cityhopper TOTAL In operation Aircraft Owned Finance lease Operating lease 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 F70 18 18 3 3 21 21 21 21 F50 2 6 4 2 2 8 8 8 8 Total KLM Cityhoppe 20 24 7 3 2 2 29 29 29 29

KLM Cityhopper UK TOTAL In operation Aircraft Owned Finance lease Operating lease 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 F100 7 8 11 11 18 19 18 18 F50 6 6 6 6 6 6 Total KLM Cityhoppe 7 8 11 11 6 6 24 25 24 24

Total Regional fleet 27 32 18 14 8 8 53 54 53 53

48 61 84 76 50 47 182 184 182 183 TOTAL KLM Group

Owned Finance lease Operating lease TOTAL In operation 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 3/31/06 12/31/06 TOTAL Air France-KLM 229 265 151 137 195 183 575 585 561 561 Group

56.

AIR FRANCE KLM GROUP

INCOME STATEMENT

in millions of euros 3rd quarter (October to December) 9 months (April to December) 2006-07 2005-06 variation 2006-07 2005-06 variation

Passenger traffic revenue 4 264 3 968 7,5% 13 234 12 056 9,8% Other passenger revenue 261 257 1,6% 777 769 1,0% Total passenger revenue 4 525 4 225 7,1% 14 011 12 825 9,2% Cargo traffic revenue 735 760 -3,3% 2 078 2 015 3,1% Other cargo revenue 54 53 1,9% 164 156 5,1% Total cargo revenue 789 813 -3,0% 2 242 2 171 3,3% Maintenance revenue 260 237 9,7% 740 648 14,2% Other business revenue 177 154 14,9% 691 607 13,8% SALES 5 751 5 429 5,9% 17 684 16 251 8,8% Other revenues 1 (2) na 4 4 na

EXTERNAL EXPENSES (3 306) (3 112) 6,2% (9 938) (9 039) 9,9% Aircraft fuel (1 083) (1 000) 8,3% (3 264) (2 717) 20,1% Chartering costs (161) (160) 0,6% (491) (449) 9,4% Aircraft operating lease costs (148) (167) -11,4% (453) (476) -4,8% Landing fees and en route charges (425) (401) 6,0% (1 306) (1 221) 7,0% Catering (104) (101) 3,0% (319) (307) 3,9% Handling charges and other operating costs (317) (307) 3,3% (952) (904) 5,3% Aircraft maintenance costs (227) (188) 20,7% (661) (532) 24,2% Commercial and distribution costs (293) (291) 0,7% (913) (927) -1,5% Other external expenses (548) (497) 10,3% (1 579) (1 506) 4,8%

Salaries & related costs (1 672) (1 597) 4,7% (4 977) (4 732) 5,2% Taxes other than income tax (72) (56) 28,6% (201) (168) 19,6% Charge to depreciation/amortization, net (446) (423) 5,4% (1 316) (1 232) 6,8% Charge to operating provisions, net (1) (21) -95,2% (24) (82) -70,7% Other income and charges, net (3) (28) na (1) (62) na

OPERATING INCOME 252 190 32,6% 1 231 940 31,0%

Gain on disposal of flight equipment, net 51na101na Amortization of negative goodwill 00na5na Other non-current income and expenses, net 5 (12) na (25) 522 na

INCOME FROM OPERATING ACTIVITIES 262 179 na 1 216 1 468 na

Gross cost of financial debt (91) (101) -9,9% (284) (289) -1,7% Income from cash & cash equivalent 66 44 50,0% 174 118 47,5% Net cost of financial debt (25) (57) -56,1% (110) (171) -35,7%

Other financial income and expenses (21) (14) na (60) (26) na

PRE-TAX INCOME OF CONSOLIDATED COMPANIES 216 108 100,0% 1 046 1 271 -17,7% Income tax 10 (36) -127,8% (228) (328) -30,5%

NET INCOME OF CONSOLIDATED COMPANIES 226 72 213,9% 818 943 -13,3%

Share of profits (losses) of associates 8 7 na 23 (23) na

NET INCOME FROM CONTINUING OPERATIONS 234 79 196,2% 841 920 -8,6%

Net income from discontinued operations -- --

INCOME BEFORE MINORITY INTERESTS 234 79 196,2% 841 920 -8,6%

Minority interests (5) (2) na 6 (14) na

NET INCOME - GROUP SHARE 229 77 197,4% 847 906 -6,5%

57.

in millions of euros ASSETS 31 December 31 March 2006 2006 Goodwill 204 208 Intangible assets 424 428 Flight equipment 11 415 11 017 Other property, plant and equipment 1 977 1 955 Investments in equity associates 244 204 Pension assets 2 074 1 903 Other financial assets 1 083 1 182 of which deposits on financial debt 798 875 Deferred tax assets 2 7 Other non current assets 685 1 082 Total non-current assets 18 108 17 986 Other short term financial assets 800 932 of which marketable securties (3 months to 1 year) deposits on financial debt 739 932 Inventories 343 340 Account receivables 2 344 2 518 Income tax receivables 1 Other current assets 989 1 756 Cash and cash equivalents 3 987 2 946 Total current assets 8 463 8 493

Total assets 26 571 26 479

LIABILITIES AND EQUITY 31 December 31 March 2006 2006 Issued Capital 2 290 2 290 Additional paid-in capital 430 430 Treasury shares (36) (58) Reserves and retained earnings 5 253 5 072 Equity attributable to equity holders of Air France KLM SA 7 937 7 734 Minority interests 113 119 Total Equity 8 050 7 853 Provisions and retirement benefits 1 403 1 453 Long-term debt 7 930 7 826 Deferred tax 811 839 Other non-current liabilities 503 417 Total non-current liabilities 10 647 10 535 Provisions 223 192 Short term portion of long-term debt 1 143 1 260 Trade payables 1 990 2 039 Deferred revenue on ticket sales 1 840 2 062 Current tax liabilities 5 167 Other current liabilities 2 516 2 269 Bank overdrafts 157 102 Total current liabilities 7 874 8 091

Total liabilities and equity 26 571 26 479

58.

STATEMENT OF CONSOLIDATED CASH FLOW

in millions of euros Period from April 1 to December 31, 2006 2005

Income for the period 841 920 Amortization, depreciation and operating provisions 1 340 1 314 Financial provisions 16 (1) Gain on disposals of tangible and intangible assets (16) (46) Gain on disposals of subsidiaries and associates (1) (1) Gain on Amadeus GTD transaction - (504) Derivatives 45 (5) Unrealized foreign exchange gains and losses, net (14) 21 Negative goodwill -(5) Share of profits (losses) of associates (23) 23 Deferred taxes 243 169 Other non-monetary items (103) 50 Subtotal 2 328 1 935 (Increase) / decrease in inventories (11) (56) (Increase) / decrease in trade receivables 84 (232) Increase / (decrease) in trade payables 92 215 Change in other receivables and payables (178) 169 Net cash flow from operating activities 2 315 2 031 Acquisitions of subsidiaries and investments in associates, net of cash acquired (23) (48) Purchase of property plant and equipment and intangible assets (1 709) (1 935) Proceeds on disposal of subsidiaries and investments in associates 35 35 Proceeds on Amadeus GTD transaction - 817 Proceeds on disposal of property plant and equipment and intangible assets 84 187 Dividends received 6 7 Decrease (increase) in investments, net between 3 months and 1 year 215 55 Flux net de trésorerie lié aux opérations d'investissements (1 392) (882) Issuance of long-term debt 1 085 1 258 Repayments on long term debt (449) (455) Payment of debt resulting from finance lease liabilities (498) (353) Increase in loans (40) (108) Decrease in loans 50 56 Dividends paid (82) (41) Net cash flow from financing activities 66 357 Effect of exchange rate on cash and cash equivalents (3) 1 Change in cash and cash equivalents 986 1 507

Cash and cash equivalents at beginning of period 2 844 2 238 Cash and cash equivalents at end of period 3 830 3 745

59.

SUBSCRIPTION AND SALE

Pursuant to a subscription agreement dated 19 April 2007 (the "Subscription Agreement"), HSBC Bank plc and Société Générale (the "Joint Lead Managers") have agreed with the Issuer, subject to satisfaction of certain conditions, to jointly and severally subscribe and pay for the Notes at a price equal to 98.848 per cent. of their principal amount plus an amount corresponding to the accrued interest from, and including, 22 September 2006 to, but excluding, 23 April 2007 at a rate of 2.7719 per cent. less the commissions agreed between the Issuer and the Joint Lead Managers. The Subscription Agreement entitles the Joint Lead Managers to terminate it in certain circumstances prior to payment being made to the Issuer.

General Restrictions The present Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuer or the Joint Lead Managers to subscribe or purchase, any of the Notes. It may not be used by anyone for the purpose of an offer or a solicitation in a country or jurisdiction in which such offer or solicitation would not be authorised. It may not be communicated to persons to which such offer or solicitation may not legally be made. No action has been, or will be, taken in any country or jurisdiction that would permit a public offering of the Notes, or the distribution of any offering material relating to the Notes (including the Prospectus), in any country or jurisdiction where action for that purpose is required. The Notes may not be offered, delivered or sold and no offering material relating to the Notes (including the Prospectus) may be distributed in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations.

France This Prospectus has not been submitted to the clearance procedures of the Autorité des marchés financiers. The Issuer and each Joint Lead Manager has represented and agreed that it has not offered or sold, and will not offer or sell directly or indirectly, any Notes to the public in the Republic of France, and has not distributed or caused to be distributed and will not distribute or cause to be distributed in the Republic of France this Prospectus or any other offering material relating to the Notes, except to (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), and/or (ii) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier.

United States The Notes have not been and will not be registered under the US Securities Act of 1933 as amended (the "Securities Act"). The Notes may not be offered or sold within the United States except in certain transactions exempt from the registration requirements of the Securities Act. The Notes are being offered and sold only outside the United States in reliance on Regulation S under the Securities Act. In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

60.

United Kingdom Each Joint Lead Manager has represented and agreed that: (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Notes in circumstances in which section 21 (1) of the FSMA does not apply to the Issuer; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

Italy No Prospectus has been nor will be published in Italy in connection with the offering of the Notes and such offering has not been cleared by the Commissione Nazionale per le Società e la Borsa ("CONSOB") (the Italian Securities and Exchange Commission) pursuant to Italian securities legislation and, accordingly, the Notes may not, and will not, be offered, sold or delivered, directly or indirectly, in the Republic of Italy, nor may, or will, copies of this Prospectus or of any other document relating to the Notes, unless an exemption applies. Accordingly, each Joint Lead Manager has represented and agreed not to effect any offering, marketing, solicitation or selling activity of the Notes in Italy, except: (a) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1 July 1998, as amended, in compliance with the terms and procedures provided therein ("Regulation No. 11522"); or (b) in circumstances which are exempted from the rules on solicitations of investments pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998 (the "Financial Services Act") and its implementing CONSOB regulations, including Article 33, first paragraph, of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Moreover, and subject to the foregoing, each Joint Lead Manager has represented and agreed that any offer, sale or delivery of the Notes or distribution of copies of this Prospectus or any other document relating to the Notes in the Republic of Italy under (a) or (b) above must be and will be made in accordance with all Italian securities, tax, exchange control and other applicable laws and regulations, and in particular will be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, Legislative Decree No. 385 of 1 September 1993 (the "Banking Act"), Regulation No. 11522 and any other applicable laws and regulations; and (ii) in compliance with any other applicable laws and regulations including any relevant limitations which may be imposed by CONSOB or the Bank of Italy. Any investor purchasing the Notes in the offering is solely responsible for ensuring that any offer or resale of the Notes it purchased in the offering occurs in compliance with applicable Italian laws and regulations. Insofar as the requirements above are based on laws which are superseded at any time pursuant to the implementation of the Prospectus Directive, such requirements shall be replaced by the applicable requirements under the Prospectus Directive or the relevant implementing provisions.

61.

GENERAL INFORMATION

1. Application has been made for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange. The total expenses related to the admission to trading are estimated at €6,065.

2. Application has been made to the Commission de Surveillance du Secteur Financier, which is the competent authority in Luxembourg for the purposes of Directive 2003/71/EC, for its approval of this Prospectus.

3. The Notes have been accepted for clearance through Clearstream, Luxembourg (42, avenue JF Kennedy, 1855 Luxembourg, Luxembourg) and Euroclear (boulevard du Roi Albert II, 1210 Bruxelles, Belgique) with the Common Code 026818087 and Euroclear France (155, rue Réaumur, 75081 Paris Cedex 02 France). The International Securities Identification Number (ISIN) for the Notes is FR0010369413.

4. The issue of the Notes has been authorised pursuant to a resolution of the Board of Directors (Conseil d’administration) of the Issuer dated 28 March 2007 and a decision of its Président- Directeur général dated 5 April 2007.

5. The Issuer has obtained all necessary consents, approvals and authorisations in the Republic of France in connection with the issue of, and performance of the Issuer’s obligations under, the Notes.

6. The yield of the Notes is 4.941 per cent.

7. As far as the Issuer is aware, no person involved in the issue of the Notes has an interest material, including any conflicting interest, to the issue.

8. Save as disclosed in this Prospectus, there has been no significant change in the financial or trading position of the Issuer or the Group since 30 September 2006.

9. Save as disclosed in this Prospectus, there has been no material adverse change in the prospects of the Issuer or the Group since 30 September 2006.

10. Except as disclosed in this Prospectus, there have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) during the period of 12 months prior to the date of this Prospectus which may have, or have had in the recent past, significant effects on the Issuer's financial position or profitability.

11. There are no material contracts (other than those entered into in the ordinary course of the Issuer's business) which could result in any member of the Group being under an obligation or entitlement that is material to the Issuer's ability to meet its obligations to Noteholders in respect of the Notes being issued.

12. For so long as any of the Notes are outstanding, copies of the following documents may be obtained free of charge during normal business hours at the specified office of the Issuer and each Paying Agent (both in Luxembourg and Paris):

a. this Prospectus (including any documents incorporated by reference); b. the Fiscal Agency Agreement (for inspection only); c. the most recently published annual audited consolidated accounts of the Issuer; and d. the Statuts of the Issuer.

62.

The Prospectus and all documents incorporated by reference are also available on the website of the Luxembourg Stock Exchange (www.bourse.lu).

13. Deloitte & Associés and KPMG Audit have audited and rendered unqualified audit report dated 27 June 2006 on the consolidated financial statements of the Issuer prepared in accordance with EU GAAP as of and for the year ended 31 March 2006.

Deloitte & Associés and KPMG Audit have audited and rendered unqualified audit report dated 21 June 2005 on the consolidated financial statements of the Issuer prepared in accordance with French GAAP as of and for the year ended 31 March 2005.

Without qualifying their opinion, the Statutory Auditors report dated 21 June 2005 on the consolidated financial statements of the Issuer as of and for the year ended 31 March 2005 included explanatory paragraphs on the comparative figures as of 31 March 2004 and the change in the method for estimating the debt related to the "frequent flyer" loyalty program (Fréquence Plus).

Deloitte & Associés and KPMG Audit are registered as Commissaires aux Comptes (members of the Compagnie Nationale des Commissaires aux Comptes).

14. On 3 June 2003, the European Union adopted the Directive 2003/48/EC regarding the taxation of savings income in the form of interest payments (the "Directive"). The Directive requires Member States as from 1 July 2005 to provide to the tax authorities of other Member States details of payments of interest and other similar income within the meaning of the Directive made by a paying agent within its jurisdiction to (or under circumstances to the benefit of) an individual resident in another Member State, except that Belgium, Luxembourg and Austria will instead impose a withholding system for a transitional period unless the beneficiary of interest payment elects for the exchange of information.

If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of tax were to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. If a withholding tax is imposed on payment made by a Paying Agent, the Issuer will be required to maintain a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Directive.

The Directive has been implemented in French law by Article 242 ter of the French Code général des impôts and Articles 49 I ter to 49 I sexies of the Schedule III to French General Tax Code. Article 242 ter of the French Code général des impôts, imposes on paying agents based in France an obligation to report to the French tax authorities certain information with respect to interest payments made to beneficial owners domiciled in another Member State, including, among other things, the identity and address of the beneficial owner and a detailed list of the different categories of interest paid to that beneficial owner.

The Directive has been implemented in Luxembourg law by Act of 21 June 2005.

63.

ISSUER

Société Air France 45, rue de Paris 95747 Roissy - Charles de Gaulle France

FISCAL AGENT AND PRINCIPAL PAYING AGENT AND LUXEMBOURG LISTING AGENT

Société Générale Bank & Trust 11, avenue Emile Reuter L-2420 Luxembourg Luxembourg

PARIS PAYING AGENT AND PUT AGENT

Société Générale 29, boulevard Haussmann 75009 Paris France

AUDITORS OF THE ISSUER

Deloitte & Associés KPMG Audit 185, avenue Charles de Gaulle 1, cours Valmy 92200 Neuilly sur Seine 92923 Paris-La Défense cedex France France

LEGAL ADVISERS

To the Issuer as to French law To the Joint Lead Managers as to French law

Linklaters Gide Loyrette Nouel 25, rue de Marignan 26, cours Albert 1er 75008 Paris 75008 Paris France France

64.