Prospectus dated 12 December 2012 Air France-KLM € 500,000,000 6.250 per cent. Notes due 18 January 2018 unconditionally and irrevocably guaranteed by Société Air France and KLM acting as several but not joint guarantors (cautions conjointes) (ISIN: FR0011374099) Issue Price: 99.451 per cent. of the aggregate principal amount of the Notes This document constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of Directive 2003/71/EC of the European Parliament and the Council dated 4 November 2003, as amended (which includes the amendments made by Directive 2010/73/EU of the European Parliament and the Council dated 24 November 2010). The € 500,000,000 6.250 per cent. notes due 18 January 2018 (the "Notes") of Air France-KLM (the "Issuer") will be issued outside the Republic of France on 14 December 2012 (the "Issue Date") with the benefit of an irrevocable and unconditional guarantee (the "Guarantee", as described in the section "Description of the Guarantee" below) of Société Air France and Koninklijke Luchtvaart Maatschappij N.V. ("KLM") (the "Guarantors", as described in the section "Description of the Guarantors" below) acting as several but not joint guarantors (cautions conjointes), to the extent of 60% and 40%, respectively, of any amounts due by the Issuer under the Notes. Each Note will bear interest on its principal amount from (and including) the Issue Date to (but excluding) 18 January 2018 at a fixed rate of 6.250 per cent. per annum payable annually in arrear on 18 January in each year and commencing on 18 January 2014 with a long first coupon in respect of the period, from and including, the Issue Date up to, but excluding 18 January 2014, as further described in the section "Terms and Conditions of the Notes – Interest" of this Prospectus. 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 18 January 2018. 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, in the event of a change of control of the Issuer or in the event that a third party comes to hold (i) more than 50% of the share capital of Société Air France and/or the economic rights relating to shares in the capital of KLM or (ii) more than 50% of the voting rights relating to shares in the capital of Société Air France and/or KLM (subject to certain exemptions), to request the Issuer to redeem 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". Application has been made for approval of this Prospectus to the Autorité des marchés financiers (the "AMF") in France in its capacity as competent authority pursuant to Article 212-2 of its Règlement Général which implements the Directive 2003/71/EC of 4 November 2003 as amended (which includes the amendments made by Directive 2010/73/EU) (the "Prospectus Directive"). Application has been made to Euronext Paris for the Notes to be listed and admitted to trading on Euronext Paris ("Euronext Paris"). Euronext Paris is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, appearing on the list of regulated markets issued by the European Commission. The Notes will be issued in dematerialised bearer form (au porteur) in the denomination of €100,000 each. Title to the Notes will be evidenced in accordance with Articles L. 211-3 and R.211-1 of the French Code monétaire et financier by book-entries (inscription en compte) in the books of account holders. 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 (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 and the Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and are not being offered or sold in the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act ("Regulation S") or pursuant to an exemption from the registration requirements of the Securities Act. The Notes are not expected to be assigned a rating. At the date hereof, neither the Issuer nor the Guarantors are rated. An investment in the Notes involves certain risks. Potential investors should review all the information contained or incorporated by reference in this Prospectus and, in particular, the information set out in the section entitled "Risk Factors" before making a decision to invest in the Notes. In accordance with Articles L. 412-1 et L. 621-8 of the Code monétaire et financier and its General Regulations (Règlement général), in particular Articles 211-1 to 216-1, the AMF has granted to this Prospectus the visa n°12-595 on 12 December 2012. This Prospectus has been prepared by the Issuer and its signatories assume responsibility for it. In accordance with Article L. 621-8-1-I of the Code monétaire et financier, the visa has been granted following an examination by the AMF of "whether the document is complete and comprehensible, and whether the information in it is coherent". It does not imply that the AMF has verified the accounting and financial data set out in it and the appropriateness of the issue of the Notes. So long as any of the Notes remain outstanding, copies of this Prospectus and all documents incorporated by reference in this Prospectus will be available free of charge (i) on the website of the AMF (www.amf-france.org) and (ii) on request at the registered office of the Issuer during normal business hours. Joint Lead Managers Crédit Agricole CIB HSBC ING Natixis Rabobank International The Royal Bank of Scotland 2 DOCPROPERTY ImanageFooterVariable \* MERGEFORMAT The Issuer, having made all reasonable enquiries, confirms that this Prospectus contains or otherwise incorporates by reference all information with respect to (i) the Issuer, (ii) the Issuer and its subsidiaries and affiliates taken as a whole (the "Group") and (iii) 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; each of the Guarantors, in relation to itself only, having made all reasonable enquiries, confirms that this Prospectus contains or otherwise incorporates by reference all information with respect to itself and its Guarantee, which is material in the context of the issue and offering of the Notes. The Issuer and, in relation to itself and its Guarantee only, each of the Guarantors, accepts responsibility accordingly. This Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuer, the Guarantors 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. The Issuer and the Joint Lead Managers do not represent that this Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Joint Lead Managers which is intended to permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Note may be offered or sold, directly or indirectly, and neither this Prospectus nor any offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes are required by the Issuer, the Guarantors and the Joint Lead Managers to inform themselves about and to observe any such restrictions.