Air France-KLM announces the launch of a tender offer to repurchase two series of existing notes and its intention to issue new notes

Paris, May 13, 2024  

Air France-KLM announces the launch of a tender offer to repurchase two series of existing notes and its intention to issue new notes

Air France-KLM (the “Company”) (Euronext Paris: FR0000031122) rated BBB- by Fitch and BB+ by S&P, announces today the launch of a tender offer to repurchase the following two series of existing notes in cash:

-       €750,000,000 1.875 per cent notes due 16 January 2025 (ISIN: FR0013477254) (of which €750,000,000 is currently outstanding) (the “2025 Notes”); and

-       €500,000,000 3.875 per cent notes due 1^st July 2026 (ISIN: FR0014004AF5) (of which €500,000,000 is currently outstanding) (the “2026 Notes” and, together with the 2025 Notes, the “Existing Notes”) (the “Tender Offer”).

The Company invites Qualifying Holders (as defined in the Tender Offer Memorandum) of the Existing Notes to tender for cash some or all of their notes, up to a maximum acceptance amount of €350,000,000 in aggregate principal amount subject to the right of the Company to increase or decrease such amount.

In parallel, the Company announces its intention to issue, subject to market conditions, Euro denominated unsecured fixed rate benchmark notes expected to be rated BBB- by Fitch and BB+ by S&P (the “New Notes”) under its Euro 4,500,000,000 Euro Medium Term Note Programme, the proceeds of which will be used to refinance part of the existing debt of the Company by purchasing all or part of the Existing Notes and for general corporate purpose.

This transaction is part of the Company’s ongoing dynamic management of its debt profile making use of its corporate credit ratings released in December 2023.

The Tender Offer, combined with the rated issuance of the New Notes, will extend the Company’s average maturity profile.

The Tender Offer is conditional upon the pricing of the issue of the New Notes in the sole determination and satisfaction of the Company (or the waiver of this condition by the Company).

The acceptance of any Existing Notes validly tendered for purchase is at the sole and absolute discretion of the Company. 

The indicative date for the expiration of the Tender Offer is scheduled for 21^st May 2024, unless extended, withdrawn, re-opened or terminated at the sole and absolute discretion of the Company. The final results are expected to be announced on 22^nd May 2024.

Investor Relations                                                                              

Michiel Klinkers                                   Marouane Mami                                                                                    michiel.klinkers@airfranceklm.com             marouane.mami@airfranceklm.com  Website:www.airfranceklm.com

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Disclaimer

This press release does not constitute an offer to subscribe the New Notes nor an invitation to participate in the Tender Offer in or from any country or jurisdiction to whom or in which such offer would be unlawful under the applicable laws and regulations. The Tender Offer is made under the terms and conditions set out in the tender offer memorandum dated [•] May 2024 (the “Tender Offer Memorandum”).

This press release is not a prospectus for the purposes of the Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”).

The New Notes are not being subject to a public offering in any country or jurisdiction, including in France, to any person other than qualified investors. Tenders of Existing Notes for purchase pursuant to the Tender Offer from qualifying holders shall not be accepted in any circumstances where such offer or solicitation is unlawful. The Company does not make any recommendation as to whether or not qualifying holders should participate in the Tender Offer.

The distribution of this press release may be restricted by law in certain jurisdictions. Persons into whose possession this press release comes should inform themselves about and observe any applicable legal and regulatory restrictions.

Prohibition of sales to EEA retail investors

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold, or otherwise made available to any retail investors in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of:

(i)             a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU as amended (“MiFID II”); and/or

(ii)            a customer within the meaning of Directive 2016/97/EU as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

France

This press release is only directed at qualified investors as defined in Article 2 point (e) of the Prospectus Regulation and in accordance with Article L. 411-2, 1° of the French Code monétaire et financier.

United Kingdom

This press release is only directed at qualified investors within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of the UK domestic law by virtue of the European Union (Withdrawal) Act 2018 who are (i) investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”); or (ii) persons falling within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Company, or (iii) other persons to whom it may otherwise be lawfully communicated.

United States

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for notes nor of any offer or solicitation to sell notes in the United States. The New Notes have not been and will not be registered under the

Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S of the Securities Act (each a “U.S. Person”)), directly or indirectly. The New Notes are being offered and sold only outside the United States to non-U.S. Persons in compliance with Regulation S under the Securities Act.

The Tender Offer is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of

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electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, to owners of Existing Notes who are located in the United States or to U.S. Persons and such Existing Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States, by persons located or resident in the United States or by U.S. Persons. Accordingly, copies of this press release are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to any such person. Any purported offer to sell in response to the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and offers to sell made by a person located or resident in in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or any U.S. Person will not be accepted.

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