The composi+on of the board of directors:

The board of directors is responsible for defining the company's business policies and ensuring that they are
effec9vely implemented. Working with General Management and specialized commiBees, it aBempts to
integrate economic and financial performance goals with social, societal, and environmental (CSR) priori9es.
The Board of Directors follows the corporate governance principles defined in the AFEP-MEDEF Corporate
Governance Code, a framework widely used in France. In addi9on, directors serve four-year terms, with
staggered term renewals to ensure the Board's seamless and constant regenera9on.

Composi+on of the Board of Directors on December 31st, 2022:

Their number:
As of June 30, 2023, the Board of Directors consisted of nineteen members: sixteen directors appointed by the
General Shareholders' Mee9ng, one representa9ve of the French State appointed by ministerial decree, and
two employee representa9ves appointed by the Comité de Groupe Français and the European Works Council.
The Board's composi9on changed many 9mes in the first half of 2023, as shown in the table below:
Appendix ?:

Source: h*ps://www.airfranceklm.com/sites/default/files/2023-07/2023.06%20-%20RFS%20VA.pdf

Board of Directors Evolu9on and Governance Adaptability:

During the repor9ng year, the Air France-KLM Board of Directors underwent major changes, including cri9cal
resigna9ons and strategic addi9ons. Mr. Karim Belabbas, Ms. Stéphanie Besnier, and Mr. Rodolphe Saadé
were among those who le], and new appointments were made to replace their posi9ons. The Shareholders'
Mee9ng on June 7, 2023, was cri9cal in reinforcing stability via reappointments, including Mr. Cees 'T Hart,
and establishing tenures for others such as Mr. Terence Tilgenkamp and Mr. Benjamin Smith. These
governance changes demonstrate a proac9ve approach to change, strategic prepara9on, and a dedica9on to
balanced leadership. Pascal Bouchiat's validated appointment and re-elec9on mark the start of a dynamic era
that emphasises con9nuity and good governance, demonstra9ng the board's agility and forward-thinking.
(appendix ?)

Source: hBps://www.airfranceklm.com/sites/default/files/2022-08/Convening%20No9ce.pdf

Audit CommiBee:
This commiBee's principal purpose is to review the interim and annual consolidated financial statements and
provide the Board of Directors with insights into their substance. Its goal is to guarantee that informa9on given
to shareholders and the market is full, reliable, and of high quality, including forecast data. It also manages the
required audit of the yearly financial statements.
Remunera9on CommiBee:
The Remunera9on CommiBee is tasked with proposing compensa9on amounts and changes for execu9ve
directors to the Board of Directors. It may also be called upon to provide input on the remunera9on of senior
execu9ves within the Execu9ve CommiBee and assess the appropriateness of compensa9on for individuals
hired on a temporary basis if it is unusually high. The commiBee evaluates and expresses its opinion on the
policies governing stock op9on or stock purchase plans and other long-term incen9ve programs.

Sustainable Development and Compliance CommiBee:

The Sustainable Development and Compliance CommiBee aids the Board of Directors in assessing the Group's
compliance and sustainability policies. It focuses on promo9ng long-term value crea9on by issuing
recommenda9ons to the Board on environmental and social considera9ons related to the Group's strategic
ac9vi9es.

Areas of exper9se:

Member Mandate Age and Career and Connec+ons to Other

Dura+on Tenure Expe+se the Firm and Directorship &
Leadership Execu+ve Roles
Anne-Marie 2018–Present Age: 73 Legal background, Directly linked Chair of Presstalis
Couderc Tenure: 6 leadership roles in as Chair of the
HacheBe and Board.
Lagardère Group,
poli9cal roles,
CEO and
Secretary-General
of Lagardère
Ac9ve. Joined the
board in 2017 and
became Chair in
2018.
Benjamin 2018-Present Age: 51 Two decades at CEO of Air None disclosed.
Smith Tenure: 6 Air Canada, France–KLM.
leading various
roles including
President,
Airlines, and Chief
Opera9ng Officer.
Joined as CEO in
2018.
Gwenaëlle 2019-2024 Age: 43 Engineering Independent Director at
Avice-Huet Tenure: 5 background, roles Director Schneider Electric
at Saint-Gobain, Group
World Bank, Engie
Group, Deputy
CEO of Engie
 Group. Joined in
2019.
Alain Permanent Age: 62 Execu9ve VP at Permanent Execu9ve VP and
Bellemare Tenure: NA Delta Air Lines, representa9ve President-
CEO of of Delta Air Interna9onal at
Bombardier, roles Lines. Delta Air Lines
at United Inc.
Technologies
Corpora9on.
Represen9ng
Delta Air Lines on
the board.
Leni M.T. 2019–2024 Age: 59 Background in Independent None disclosed.
Boeren Tenure: 5 financial sector, Director
roles at Robeco
Groep, Chair and
CEO of Kempen
Capital
Management.
Joined in 2019.
Pascal 2019-2024 Age: 63 Ecole Supérieure Board director Senior EVP and
Bouchiat Tenure: 5 de Chimie proposed by CFO at Thales
Industrielle de the French Group.
Lyon, roles at State.
Rhône-Poulenc,
Rhodia, Director
of Integra9on for
Rhodia and Solvay
Groups. Joined in
2019.
Isablle 2019-2024 Age: 74 Public Law Independent President of
Bouillot Tenure: 5 background, roles Director China Equity Links
in French Public
Administra9on,
President of China
Equity Links.
Joined in 2019.
Didier Dague 2019-2024 Age: 64 Commercial Board director Non disclosed.
Tenure: 5 baccalauréat, represen9ng
various roles at employees.
Air France, ac9ve
in union ac9vi9es.
Board director
represen9ng
employees.
Joined in 2019.
Michel Delli- 2019-2024 Age: 59 Professional pilot, Board director None disclosed.
ZoT Tenure: 5 various roles at represen9ng
Air France. Board the Flight Deck
director Crew.
represen9ng the
Flight Deck Crew.
Joined in 2019.
Ramon Permanent Age: 57 Treasury Permanent EVP and CFO of
Fernandez Tenure: NA Department roles, representa9ve the CMA CGM
represented of CMA CGM. Group.
 France at the
World Bank, EVP
and CFO of the
CMA CGM Group.
Represents CMA
CGM on the
board.
Nicolas Foretz 2020-2024 Age: 44 Ground staff and Board director None disclosed.
Tenure: 4 cabin crew roles represen9ng
at Air Liberté, Ground Staff
Régional, and Air and Cabin
France. Ac9ve Crew.
par9cipant in
various
commissions.
Céline 2022-2026 Age: 48 Aeronau9cs Board director Deputy Managing
Fornaro Tenure: 4 background, roles appointed by Director of
at Embraer, Bank the French Agence des
of America, UBS. State. Par9cipa9ons de
Head of Finance l'Etat from
at Agence des October 1, 2023.
Par9cipa9ons de
l'Etat. Joined in
2022.
Cees 't Hart 2014–2018 & Age: 67 Social Science Independent Member of the
2020–2024 Tenure: 7 MA, 24 years at Director Supervisory
Unilever, CEO of Board at KLM
Carlsberg Group, Royal Dutch
CEO of Royal Airlines.
FrieslandCampina.
Joined in 2014.
Anne-Marie 2016–2020 & Age: 71 Poli9cal Studies Independent Board posi9ons at
Idrac 2020–2024 Tenure: 9 and Na9onal director Saint-Gobain,
Defense degrees, Bouygues, and
CEO of RATP, CEO Total.
of SNCF, roles in
various listed
companies. Joined
in 2016.
Yann Leriche 2020-2024 Age: 50 Polytechnique Board director CEO of Getlink
Tenure: 4 and Corps des appointed by since 2020.
Ponts et the French
Chaussées State.
graduate, roles at
Bombardier
Transport, CEO of
Transdev North
America. Joined in
2020.
Florence Parly 2006–2008 & Age: 60 Poli9cal Studies Independent Former Minister
2020–2024 Tenure: 8 and ENA Director of the French
graduate, various Armed Forces.
roles in French
government, CEO
roles at Air
France-KLM,
 SNCF, Minister of
the French Armed
Forces. Joined in
2006.
Terence 2021-2025 Age: 43 Joined KLM in Board director Member of the
Tilgenkamp Tenure: 4 2006 as a cabin represen9ng Remunera9on
aBendant, served employees. CommiBee.
in various roles,
Board director
represen9ng
employees.
Joined in 2021.
Dirk Jan van 2019-2024 Age: 64 Various roles in Independent President of the
den Berg Tenure: 5 the Ministry of Director. Associa9on of
Economic Affairs, Health Insurance
Permanent Companies in the
Representa9ve of Netherlands since
the Netherlands 2020.
to the UN,
Ambassador to
China and
Mongolia. Joined
in 2019.
Jian Wang 2021-2025 Age: 49 Engineering and Independent Director of
Tenure: 4 MBA degrees, Director. Eastern Air
roles in the Logis9cs Co., Ltd.
avia9on industry,
Corporate
Secretary and
Chairman of
Eastern Airlines
Industry
Investment Co.,
Ltd. Joined in
2021.
Alexander R. 2021-2025 Age: 63 Electrical Independent Chairman of the
Wynaendts Tenure: 4 engineering and Director. Supervisory
economics Board of
degrees, over 30 Deutsche Bank
years in insurance Ak9engesellscha]
and interna9onal since 2022.
finance. Joined in
2021.
Source: hBps://www.airfranceklm.com/sites/default/files/2023-07/2023.06%20-%20RFS%20VA.pdf

Func9oning of the Board of Directors at AIR FRANCE-KLM:

The AIR FRANCE-KLM Board of Directors follows the AFEP-MEDEF Corporate Governance Code, which outlines
the organiza9on's internal norms and processes. The Board's cri9cal responsibility involves making decisions
for the Company and its Principal Subsidiaries, including approval of strategic choices, budgets, major
opera9ons, important personnel, and pay structures. Oversight extends to opera9ons exceeding 150 million
euros, and dis9nct roles are played by the Chairman of the Board, responsible for organizing Board work, and
the Chief Execu9ve Officer (CEO), wielding broad powers on behalf of the Company.

Frequency of Board Mee9ngs:

The AIR FRANCE-KLM Board of Directors meets at least five 9mes each year, as specified in the internal
regula9ons. Mee9ngs cover a wide range of subjects, including investment and finance strategies, budget
approval, and a yearly assessment of the Board's performance. The annual mee9ng focuses on the Group's
strategy assessment. WriBen consulta9ons are permiBed, and mee9ng logis9cs, including videoconferencing,
are decided by the Chairman. Directors who aBend remotely are deemed present for quorum and majority
determina9ons, with an emphasis on providing essen9al documenta9on prior to and between mee9ngs.
Par9cipa9on Rate and Decision-Making Process:
Resolu9ons of the Appointment and Governance CommiBee are enacted with a simple majority vote.
Members having conflicts of interest are excluded from per9nent conversa9ons. The CommiBee collects
informa9on from the Board or Execu9ve CommiBee and meets either on request or automa9cally to discuss
certain agenda topics. Directors who aBend via allowed telecommunica9on methods are considered present
for calcula9ng quorum and majority.

Appointments and Governance CommiBee:

This commiBee is charged with making recommenda9ons to the Board of Directors for the appointment and
replacement of the Chairman of the Board of Directors, as well as other directors and execu9ve directors of Air
France-KLM. It is responsible for sugges9ng the hiring of Chief Execu9ve Officers (CEOs) of key subsidiaries.
The CEO of Air France-KLM consults the commiBee before appoin9ng addi9onal execu9ve directors and
members of the Board of Directors or the Supervisory Board of Key Subsidiaries. It develops succession plans
for execu9ve directors, presents ideas to the Board of Directors on various policies and director appointments,
and conducts a yearly review of the Board's opera9ons.

Degree of Control over Management:

The Board exerts control over management by approving major opera9ons, budget plans, and strategic
alterna9ves. The Chief Execu9ve Officer recommends key opera9ons, which the Board authorizes or rejects,
demonstra9ng a system of checks and balances.

Remunera+on:
The Board authorises the Chief Execu9ve Officer's salary and performance indicators for the primary
subsidiaries. The Remunera9on CommiBee, which consists of at least three directors, makes
recommenda9ons on remunera9on (fixed and variable), including for the Chairman, Chief Execu9ve Officer,
and other execu9ve officers.

2022 Compensa+on Structure for the Chair of the Board of Directors:

According to the Board's resolu9on in February 2022, and in conformity with the European Commission's
order (case No. SA.59913) on Air France-KLM's recapitaliza9on, the Chair's pay for 2022 was €200,000, as it has
been since 2019. Notably, in response to the COVID-19 problem, the Chair deliberately forewent a rise in pay
of €220,000 in 2020 and 2021.

Following good es9mates for the annual COI as of December 31, 2022, the Board, based on the Remunera9on
CommiBee's proposal, voted to eliminate the 25% decrease for the fiscal year 2022. During this 9me, the
Board directors received and paid a total pay of €836,321, which fell within the €950,000 annual budget
agreed by the Shareholders' Mee9ng in May 2018. (see appendix)

The pay structure, created by the Board's resolu9on in December 2019, consists of a flat-rate sum plus an
extra component based on individual aBendance data. Non-resident board directors are also paid more. For
the fiscal year 2022, the alloca9on and grant methods for this extra remunera9on were directed by the
Board's decisions and the Remunera9on CommiBee's recommenda9ons.

The Audit CommiBee Chair is paid a flat rate of €4,500, with a maximum extra compensa9on of €7,500
depending on mee9ng aBendance, while CommiBee members are paid a flat rate of €3,000, with a maximum
addi9onal compensa9on of €5,000. Similarly, for other CommiBees, the Chair earns €3,000 with extra pay of
up to €4,500, and members receive €2,000 with further compensa9on of up to €3,000 depending on
CommiBee mee9ng aBendance sta9s9cs.

In August 2018, the Board of Directors approved the Remunera9on CommiBee's proposal for the CEO's
remunera9on scheme. The CEO's salary includes three components:
1) an annual fixed amount
2) an annual variable amount linked to performance (up to 150% if targets are exceeded)
3) long-term variable compensa9on.
This structure has remained unaltered from its origin, with both fixed and changeable components.
Furthermore, rewards in kind for the CEO, as outlined under this policy, have been consistent since 2018.
Financial Resilience and Diversified Capital Structure: (all this informaEon and analysis is based on the
financial statements of Air France-KLM)
As of December 31, 2022, the group's financial posi9on was strong, with total liquidity of €10.6 billion,
comprising €8.0 billion in net cash and €2.6 billion in undrawn credit lines. The favorable change from 2021
was generated by a significantly adjusted free cash flow of €1.9 billion. During this period, notable financial
ac9vi9es included a €1.6 billion cash-subscribed capital raising in June 2022, which allowed for the par9al
repayment of subordinated notes to the French State (€993 million). As a result, in November 2022, the
business redeemed a €1 billion loan guaranteed by the French State and issued €305 million in conver9ble
subordinated notes, with the proceeds set aside for the repayment of subordinated securi9es owned by the
French State (€287 million). In addi9on, the Group fully returned €942 million in Dutch government assistance
in the first half of 2022. The commitment to a diverse and sustainable capital structure was emphasized in
January 2023 with the issuing of €1 billion in sustainability bonds and a deliberate choice to repay €2.5 billion
in French State-guaranteed loans during the first quarter of 2023.
In a recent financial alliance, Air France–KLM and Apollo Global Management have taken significant strides to
enhance the Group's financial resilience. The €500 million investment agreement with Apollo began on July 14,
2023, and included not only a €2 million capital increase in the Air France opera9ng subsidiary but also a
subscrip9on to €498 million in perpetual bonds, recognized as equity under IFRS, with a 6.9% interest rate for
the first three years.
Building on this strategic rela9onship, a new milestone was met in October 2023. The two par9es concluded a
final agreement for a €1.3 billion finance package, with the op9on to raise it to €1.5 billion. This complicated
structure involved Apollo-managed funds purchasing perpetual bonds issued by an Air France-KLM opera9onal
en9ty. These perpetual bonds, with a coupon of 6.4% for the first four years, will be accounted for as equity
under IFRS. This flawless financial integra9on demonstrates the growing coopera9on between Air France-KLM
and Apollo, marking a watershed milestone in their ongoing collabora9on.

Source: h*ps://www.airfranceklm.com/en/finance/air-france-klm-capital/shareholding-structure

Issued Capital: (Equity Structure)

As of December 31, 2022, Air France - KLM's issued capital consisted of 2,570,536,136 fully paid-up shares,
each worth one euro. Moreover, the company's issued capital was €2,571 million, a significant increase of
€1,928 million due to the capital increase conducted in June 2022. This increase in issued capital strengthens
the company's financial resilience and strategic placement within the capital structure. (appendix ?)

number of issued shares held

Source: h*ps://www.airfranceklm.com/sites/default/files/2023-
02/2022_12_AFKLM_Financial_statements_and_notes_as_of_December%2031_2022.pdf
ESG-Linked Credit Facili+es: (more in-depth)
Demonstra9ng a firm commitment to sustainability, Air France-KLM secured two ESG KPI-Linked Revolving
Credit Facili9es, amoun9ng to €2.2 billion. These facili9es, signed in April 2023, include key performance
indicators (KPIs) linked with environmental, social, and governance (ESG) objec9ves, which influence financing
costs. Specifically, Air France-KLM and Air France secured a €1.2 billion Sustainability-Linked RCF that would
mature in 2026, with extension possibili9es and a €100 million accordion provision. Concurrently, KLM
completed a €1 billion ESG KPI-Linked RCF to strategically replace exis9ng loans, with an ini9al maturity of
2027, extension possibili9es, and a €200 million accordion clause.

Hybrid Financing:
In March 2023, Air France-KLM redeemed €300 million of the French State's outstanding €600 million
perpetual hybrid bonds. This payback was a key milestone, surpassing the 75% level for COVID-19
recapitaliza9on State aid redemp9on. Simultaneously, the business announced a €320 million refinancing with
the issue of new French State perpetual hybrid bonds, demonstra9ng a proac9ve commitment to capital
structure op9miza9on. These perpetual bonds have no "bans" aBached and retain financial terms comparable
to those redeemed, with a non-call date and interest rate step-up postponed un9l March 2029.

Current Debt Ra9o :

Total debt = Gross Financial Liabili9es (I) − Cash and Cash Equivalents−Marketable Securi9es > 3 months +
Bonds + Bank Overdra]s (see appendix of Net Debt n°?)
Total debt = 12,913 - 6,481 - 447 + 984 – 1 = 6,968
Total Assets =