Amendments of the Articles of Incorporation:
a) Amendment of Article 18 of the Articles of
Incorporation on the term of office of Board directors in
order to provide for the possibility of a term of office of
less than four years to ensure the staggered renewal of
Board director mandates (resolution 38);
b) Amendment of Article 26 of the Articles of
Incorporation relating to the age limit for Company
officers to specify that, in the event that the duties of the
Chief Executive Officer and the Chair of the Board of
Directors are separated, when the age limit of 72 years for
the Chair of the Board of Directors is reached during his
or her term of office, the latter will continue to perform
his or her duties as Chair of the Board of Directors until
the end of his or her term of office as a Board director
(resolution 39).
The detailed results of the voting and all the
documentation relating to the Shareholders’ Meeting are
available on the Air France-KLM website (https://
www.airfranceklm.com/en/finance/shareholders/
shareholders-meeting).
On June 19, 2023 - Description of the share buy-
back program authorized by the Shareholders’
meeting on June 7, 2023
Pursuant to Article 241-2 of the General Regulations of
the Autorité des Marchés Financiers (AMF), the purpose
of this description is to present the objectives and terms
of the share buyback program authorized by the
Shareholders’meeting of June 7, 2023.
• Securities concerned: ordinary shares issued by AIR
FRANCE – KLM.
• Maximum amount of the share capital that may be
acquired by the Company: 5 %.
• Maximum number of shares that may be acquired by
the Company, based on the number of shares
composing the share capital as of May 31, 2023:
128,526,806, but considering the 29,956 treasury shares,
only 128,496,850 shares may be purchased.
• Allocation of the treasury shares as of May 31, 2023: the
29,956 treasury shares as of May 31, 2023
will be allocated to meet obligations arising from share
allotment plans in respect of the remuneration of
corporate officers.
• Maximum purchase price per share: €4 (excluding fees)
or, in the event of the implementation of a
reverse share split referred under the terms of 36th
resolution, €40 (excluding fees).
• Objectives :
The objectives of the share buyback program under the
terms of 18th resolution of the Shareholders’ meeting of
June 7, 2023 are as follow:
a. to allow an investment firm to coordinate stock
liquidity within the framework of a liquidity contract in
compliance with the Compliance Charter recognized by
the AMF,
b. to allocate shares upon exercise of the rights to shares
attached to securities issued by the Company or by
companies in which it holds, either directly or indirectly,
more than half of the share capital and that grant the
right to the allocation of Company shares via conversion,
exercise, repayment, exchange, presentation of a warrant
or any other means,
c. to carry out any allocation or sale of shares to
employees and/or corporate officers of the Company
and companies, located in France or internationally,
related to it under the conditions set forth in Article L.
225-180 of French Commercial Code, any allocation of
free shares, any employee shareholding scheme, any
Company compensation scheme, within the context of,
in particular, the relevant provisions set forth under the
French Commercial Code and/or French Labor Code, or
French or foreign legal and regulatory provisions and the
execution of any hedging transaction associated with
these related party transactions and commitments of the
Company, under the conditions provided for by the
market authorities and at the times at which the Board of
Directors or the person acting pursuant to a delegation of
power granted by the Board of Directors takes action,
d. to hold or remit shares in order to use them as
payment or in an exchange offer within the framework of
external growth transactions,e. and, more generally, to
engage in any market practice that may be admissible by
law or by the AMF and to execute any transaction in
compliance with the applicable regulations, it being
specified that, in such a case, the Company would inform
its shareholders by means of a press release.
▪ Duration of the program: 18 months as of the
Shareholders’ meeting of June 7, 2023.
June 19, 2023 - Acquisition of AIR FRANCE - KLM
shares in the payment of long-term compensation
plans
Air France–KLM (the "Company") will buy back shares for
hedging purposes [specific long-term 2019-2021 and
2020-2022 plans benefiting managers and/or employees
of the Group.
The acquisition relates to a maximum number of
[760,000] shares, representing approximately [0.03%] of
the share capital.
This operation falls within the framework of the
authorization given by the Combined General Meeting of
Shareholders of May 7, 2023 in its 18th resolution and will
be carried out in accordance with the authorization of the
Board of Directors and the provisions of Regulation (EU)
596/2014 on market abuse and Commission Delegated
Regulation (EU) 2016/1052.
On June 22, 2023 - EDF, Holcim, IFPEN and Axens
join forces to participate together in the creation
of the French e-fuels air transport industry, with
the "Take Kair" project, supported by Air France-
KLM
The objective of this cooperation is to take advantage of
the complementary expertise of the signatories in order
to contribute to the decarbonization of air transport and
to support the emergence of the French e-SAF
(Sustainable Aviation Fuel) industry, thanks to an
industrial pilot project called "Take Kair", in Pays de la
FIRST HALF YEAR ACTIVITY REPORT
ACTIVITY
12 Half Year Report 2023 ― Air France - KLM