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COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING 2017 LEGAL OPENING PARIS SHAREHOLDERS’ MEETING AGENDA SM Introduction of strategic operations with Delta Air lines, Inc and China Eastern Airlines Presentation of the resolutions Dialogue with the shareholders Vote on the resolutions Closing COMBINED ORDINARY AND EXTRAORDINARY 3 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 INTRODUCTION OF OPERATIONS LJUBLJANA, SLOVENIA STRENGTHENING AIR FRANCE-KLM ALLIANCES BY CREATING SM A VERY POWERFUL COMMERCIAL AND EQUITY PARTNERSHIP Building an enlarged North Atlantic partnership reinforced by equity investments > Combination of Air France KLM/Delta and Delta/Virgin Atlantic joint-ventures > Delta to acquire a 10% stake in Air France-KLM CREATING THE > Air France-KLM to acquire 31% of Virgin Atlantic shares MOST POWERFUL PARTNERSHIP Securing and strengthening the access to the Chinese market with China Eastern > Further enhancing commercial cooperation with China Eastern > China Eastern to acquire a 10% stake in Air France-KLM IMPROVING OUR FINANCIAL €751 million of new equity to reinforce Air France-KLM balance sheet STRUCTURE COMBINED ORDINARY AND EXTRAORDINARY 5 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 ALLOWING AIR FRANCE-KLM TO BE THE EUROPEAN PILLAR OF SM THE MOST POWERFUL COMMERCIAL AND EQUITY PARTNERSHIP North America 10% 31% 10% Asia Pacific Europe 3.6% 49% Latin America India (2) Africa (1) (3) Existing Agreements New/expanded agreements + equity partnership COMBINED ORDINARY AND EXTRAORDINARY 6 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 OUR JOINT VENTURE WITH DELTA: SM A VERY INTEGRATED PARTNERSHIP $12 billion of annual revenues 250 daily transatlantic flights A POWERFUL PARTNERSHIP WITH 500 destinations in Europe and North America DELTA 20% of the total transatlantic capacity A significant operating margin Common strategy A STRONG Network and capacity agreed jointly GOVERNANCE International revenue management team Sales delegation COMBINED ORDINARY AND EXTRAORDINARY 7 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 VIRGIN ATLANTIC: SM A MAJOR PLAYER ON THE NORTH ATLANTIC ROUTES 5.4 million passengers carried to 30 destinations, with a fleet of 39 aircraft LEADING AIRLINE IN THE NORTH More than 9,000 employees ATLANTIC MARKET th 4 largest European player on the North Atlantic routes STRATEGIC BASE Second airline in London Heathrow airport AT LONDON 26 daily slot pairs at London Heathrow HEATHROW AIRPORT Constrained airport capacity supporting yield premium Efficient joint-venture between Delta and Virgin Atlantic HIGH LEVEL OF on the North American routes INTEGRATION WITH OUR PARTNER DELTA Joint marketing and sales, coordinated pricing, revenue management network planning and scheduling for UK-US routes COMBINED ORDINARY AND EXTRAORDINARY 8 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 STRENGTHENING OF OUR NORTH ATLANTIC JOINT-VENTURE SM WITH DELTA AND VIRGIN ATLANTIC AN EXTENDED NORTH ATLANTIC ALLIANCE COMBINING AIR FRANCE-KLM/DELTA AND DELTA/VIRGIN ATLANTIC JOINT VENTURES* Unrivalled offer for customers travelling between Continental Europe and the UK, and the United States, Canada and Mexico Offering more growth potential, three-parties sharing bottom line value as per relative size A minimal joint venture duration of 15 years Expected significant synergies: new code shares, sales coordination, cost synergies… * Subject to shareholders and regulatory approvals COMBINED ORDINARY AND EXTRAORDINARY 9 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 CONTINUING TO REINFORCE OUR POSITION IN ASIA SM A STRONG PARTNERSHIP CONNECTING INDIA TO EUROPE AND NORTH AMERICA Enlarged code-share partnership with Jet Airways over the past two years, connecting India and North America through 3 European hubs 12 daily flights from India to Europe connecting to 81 daily flights to North America through 3 major hubs CDG/AMS/LHR CODE SHARE AGREEMENT WITH LEADING AIRLINES IN ASIA Looking for additional opportunities of cooperation to sustain our presence on growing markets An extended network in the Chinese market COMBINED ORDINARY AND EXTRAORDINARY 10 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 OUR JOINT-VENTURE WITH CHINA EASTERN: SM ALREADY A SIGNIFICANT PARTNERSHIP A JOINT-VENTURE BASED ON OUR ROUTES TO SHANGHAI Joint-venture with Air France-KLM on the routes Amsterdam / Paris / Shanghai €530 million revenues in 2016, of which €405 millions for Air France-KLM Skyteam member Delta holds a 3.2% stake in China Eastern COMBINED ORDINARY AND EXTRAORDINARY 11 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 STRENGTHENING OUR JOINT VENTURE WITH CHINA EASTERN SM AIRLINES Securing Air France-KLM European leadership position in Shanghai, largest business market in China Cooperation enhancement: enlarge joint-contracting, network and price coordination, joint commercial tooling, non commercial synergies Cement and secure our access in the Chinese market Consistent with Delta partnership strategy Preserving the current joint-venture with China Southern COMBINED ORDINARY AND EXTRAORDINARY 12 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 ESTABLISH EQUITY LINKS TO CEMENT OUR COMMERCIAL SM AGREEMENTS 3,2% 10% 10% 49% 31% COMBINED ORDINARY AND EXTRAORDINARY 13 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 AN INVESTMENT IN A JOINT-VENTURE PARTNER: SM VIRGIN ATLANTIC £220m 31% Price of £220 million Closing in 2018, subject to appropriate Brexit put option together with Delta regulatory approvals Same number of Directors as Delta COMBINED ORDINARY AND EXTRAORDINARY 14 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 TWO RESERVED CAPITAL INCREASES SM STAKE AMOUNT RAISED Subscription price €10 Value accretion of 8%* through 10% €375.5m the partnership between Air France, Delta and Virgin Pre-tax annual synergies increasing 10% €375.5m from €35m to €95m TOTAL 20% €751m Same conditions for Delta and China Eastern 5 year period lock-up and stand-still * Assuming 37.5m new shares in AF-KLM issued to DL in exchange of a 10% stake (reserved capital increase) - 1.09 USD/EUR exchange rate, 0.86 GBP/EUR exchange rate COMBINED ORDINARY AND EXTRAORDINARY 15 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 A PREMIUM TO THE HISTORICAL AVERAGE OF AIR FRANCE-KLM SM SHARE PRICE AF-KLM share price performance over the past 12 months 42% premium relative to the average * (€) 15 share price over the last 12 months 13 11 12.07 €* 10.0 € 9 11% premium relative to the average Average1 year(1) 7 7.0 € share price since the announcement 5 of the 2016 annual results (16th February 2017)* 3 Julyjuil.-16 16 Octoberoct.-16 16 Januaryjanv.-17 17 Aprilavr.-17 17 Julyjuil.-17 17 AF-KLM share price performance over the past 5 years Air France-KLM share price performance since 1st January 2017: +133% (€) 15 13 11 12.07 €* 10.0 € 9 7.3€ 1 7.1€ 4 7.0€ 3 7 2 7.0 € * As at July 26, 2017 5 Average1 year(1) 3 Average 2 yars(2) juil.-12July 12 juil.-13July 13 juil.-14July 14 juil.-15July 15 juil.-16July 16 juil.-17July 17 Average 3 years(3) Average 5 years(4) COMBINED ORDINARY AND EXTRAORDINARY 16 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 A STEP FURTHER TOWARD DELEVERAGING SM Net debt pre proceeds Net debt post proceeds (€bn) (€bn) 3.7 3.7 3.0 2.5 2.9X 2.9X 2.7X 2.5X 2016 H1 2017 2016 H1 2017 Adj. net debt/ EBITDAR (1) Adj. net debt/ EBITDAR (1) (1) Sliding 12 months - Adjusted net debt includes operating leases capitalized at 7x COMBINED ORDINARY AND EXTRAORDINARY 17 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 IMPACT ON THE SHAREHOLDING STRUCTURE SM Capital distribution Projected capital as of 31 July 2017 pre-operation distribution post-opération Employees (FCPE) Delta 5.9% Others Others French State China Eastern 10.0% 17.6% 10.0% Treasury stock Employees 0.4% (FCPE) 4.7% 60.9% French State 14.1% 0.3% Treasury stock COMBINED ORDINARY AND EXTRAORDINARY 18 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 RENFORCING STRATEGIC POSITIONNING AND ATTRACTIVENESS SM TO INVESTORS Secured access to the rapidly growing OFFERING Reinforcing AF-KLM’s ability to leverage its Chinese market GREATER access to the largest markets in the world, OPPORTUNITIES Europe and North America Further positioning AF-KLM as the FOR PROFITABLE Opportunity to combine strengths airline of choice for customers flying GROWTH with Virgin and Delta in the UK between Europe and China Improving strategic positioning BOSLTERING THE GROUP’S Accelerating the earnings growth ATTRACTIVENESS Improving the financial structure COMBINED ORDINARY AND EXTRAORDINARY 19 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 PRESENTATION OF THE RESOLUTIONS MONTPELLIER ORDINARY BUSINESS (OB) APPOINTMENT OF NEW BOARD DIRECTORS OB (RESOLUTIONS 1 & 2) The Company’s governance will evolve further to the partnership with Delta and China Eastern and the appointment of two new board directors representing China Eastern Airlines and Delta Air Lines, Inc. Further to these appointments, and in accordance with the provisions of Article L. 225-27-1 of the French Commercial Code and Article 17-3 of Air France-KLM bylaws, a second board director representing employees shall be appointed by the European Works Council COMBINED ORDINARY AND EXTRAORDINARY 22 A I R F R A N C E - KLM SHAREHOLDERS’ MEETING 2017 APPOINTMENT OF M. BING TANG AS BOARD DIRECTOR OB (RESOLUTION 1) M. Bing TANG Born in1967 Chinese citizen M. TANG began his career in the civil aeronautic sector in 1993 and he progressed in different functions: he served as President of Shanghai Airlines and President of the Beijing branch of China Eastern Airlines Corporation Limited.
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