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Reference Document

2008-09

This reference document includes the annual fi nancial report 4.1. 2. 3.5. 6.

Key fi gures 2

Financial report 107

Investments and fi nancing 108

Property, plant and equipment 110

Comments on the fi nancial statements 113

Performance ratios 117

Consolidated fi nancial statements 121

Notes to the consolidated fi nancial statements 128

Statutory auditors" report on the consolidated

fi nancial statements 206

Statutory fi nancial statements 208

Notes 210

Statutory auditors" report on the fi nancial

statements 220

Statutory auditors" report on regulated

agreements and commitments 221

Other information 223

History 224

General Information 226

Information relating to the share capital 227

Information on trading in the stock 232

Information on the agreements concluded

in connection with the business combination between Air France and KLM 234

Information relating to the agreements concluded

with Alitalia-Compagnia Aerea Italiana (Alitalia-CAI) 239

Legislative and regulatory environment

for the air transport industry 241

Glossary 244

Information and control 248

Tables of concordance 250

Corporate governance 5

The Board of Directors 6

The Group Executive Committee 23

Stock market and shareholder structure 24

Activity 27

Highlights of the 2008-09 fi nancial year 28

Market and environment 29

Strategy 32

Passenger activity 35

Cargo activity 42

Maintenance activity 46

Other activities 49

Fleet 51

Highlights of the beginning of the 2009-10

fi nancial year 59

Social and environmental data 61

Social data 62

Note on the methodology for the reporting

of social performance indicators 68

Social indicators for the Group 70

Environmental data 76

Note on the methodology for the reporting

of environmental indicators 80

Environmental indicators for the Group 82

One of the Statutory Auditors" Report

on a selection of Environmental and Social Indicators of the Air France KLM

Group for the Year ended December 31, 2008 86

Risks and risk management 89

Risk factors 90

Market risks and their management 93

Report of the Chairman of the Board of Directors

on internal control 98

Statutory Auditors" report 106

1

2008-09 Reference Document ı Air France-KLM

This Reference Document is an unoffi cial translation of the French Document de Référence, which was fi led with the French Autorité des Marchés Financiers on June 9, 2009, pursuant to Article 212-13 of the AMF General Regulations. This unoffi cial translation has been prepared by Air France-KLM for information purposes only and has not been reviewed or registered with the AMF. The French Document de Référence may be used for the purposes of a fi nancial transaction if supplemented with an offering memorandum approved by the AMF. In the event of any ambiguity or discrepancy between this unoffi cial translation and the French Document de Référence, the French version shall prevail.

2008-09 Reference Document ı Air France-KLM

2

2008-09 Reference Document ı Air France-KLM

Key “ gures

Pursuant to Article 28 (EC) no.809/2004 of April 29, 2004, the review of the fi nancial situation and the results for the fi nancial year ended

March 31, 2008 fi guring on pages 2 and 3 of the 2007-08 reference document is included by reference in this document. The change in accounting

method for the application of the IFRIC 13 interpretation and the related impacts are presented in section 5 note 3.1 of the consolidated fi nancial

statements.

Revenues (In € billion)

* A fter restatement for the application of the IFRIC 13 interpretation: + €9 million Revenues were stable (-0.6%), after a negative currency impact of 1.9%.

Breakdown of 2008-09 revenues by activity

(In € billion) Income/(loss) from current operations (In € billion) * A fter restatement for the application of the IFRIC 13 interpretation: + €9 million The loss from current operations refl ected the deterioration in the operating environment during the 2008-09 second half. The adjusted operating margin stood at 0.4% versus 6.7% at March 31, 2008 (S ee also section 5, page 117 ).

Breakdown of 2008-09 operating income by activity

(In € million) 3

2008-09 Reference Document ı Air France-KLM

Net income/(loss), Group share (In € million)

* A fter restatement for the application of the IFRIC 13 interpretation. The net result for the 2008-09 fi nancial year was signifi cantly impacted by the change in the fair value of fuel hedging instruments linked to the sudden, sharp decline in the oil price. Excluding non-recurrent items and the change in the fair value of hedging instruments, the restated net loss would have been €578 million versus income of €790 million at March 31, 2008 (S ee also section 5, page 117 ).

Financial structure

* A fter restatement for the application of the IFRIC 13 interpretation. The gearing ratio increased from 0.27 (0.25 before a €639 million negative impact on shareholders" equity at March 31, 2008 for the application of the IFRIC 13 interpretation during the 2008-09 fi nancial year) to 0.78, under the combined effect of an increase in net debt and a €3.3 billion reduction in shareholders" equity linked to the change in the fair value of hedging instruments . The ratio would amount to

0.62 versus 0.33 at March 31, 2008 excluding the valuation of hedging

instruments.

Investments and fi nancing (In € billion)

Operating cash " ow was insuf“ cient to fund the totality of tangible and intangible investments.

Return on capital employed

( S ee also section 5, page 118 ). * A fter restatement for the application of the IFRIC 13 interpretation. 4

2008-09 Reference Document ı Air France-KLM

5

2008-09 Reference Document ı Air France-KLM

Corporate

governance 1.

The Board of Directors 6

The Group Executive Committee 23

Stock market and shareholder structure 24

6

2008-09 Reference Document ı Air France-KLM

Corporate governance

1.The Board of Directors

The Board of Directors

Composition of the Board of Directors

at March 31, 2009 At March 31, 2009, the Board of Directors comprised 15 members:

10 directors appointed by the Shareholders" Meeting;

2 representatives of the employee shareholders appointed by the ?

Shareholders" Meeting;

3 representatives of the French State appointed by ministerial

order. The functions exercised by the Board of Directors members within the specialized committees are detailed in the Board of Directors

Committees section.

Directors appointed by the Shareholders" Meeting

Jean-Cyril Spinetta

Chairman of the Board of Directors of Air France-KLM First appointed as a Board director: September 23, 1997. Expiration date of current term of offi ce: Shareholders" Meeting called to approve the fi nancial statements for the year ending March 31, 2010. Number of shares held in the company"s stock: 65,349 shares.

Other directorships and offi ces

French companies

Chairman of the Board of Directors of Air France;

Chairman of the ?Supervisory Board of Areva

* since April 30, 2009 ;

Director of Saint-Gobain

Director of Alcatel-Lucent

Director (representing the French State) of GDF-Suez * since

June 2008.

Non-French company

Director of Alitalia CAI (Italy) since January 2009.

Others

Member of the IATA (International Air Transport Association) Board of Governors (Canada);

Member of the Board of Paris Europlace.

Directorships and offi ces held in the last fi ve years and having expired

French companies and public institutions

Chairman and Chief Executive Officer of Air France-KLM until

December 31, 2008;

Chairman and Chief Executive Officer of Air France until

December 31, 2008;

Director (representing the French State) of La Poste between

August 2008 and April 2009.

Non-French companies

Director of Unilever (United Kingdom) until July 2007; Director of Alitalia (Italy) until January 2007. ? Other Chairman of the IATA (International Air Transport Association) Board of Governors (Canada) until June 2005. Born October 4, 1943, Mr Spinetta is a graduate of the Institut des Sciences Politiques de Paris and of the École Nationale d"Administration.

Pierre-Henri Gourgeon

Chief Executive Offi cer of Air France-KLM

First appointed as a Board director: January 20, 2005. Expiration date of current term of offi ce: Shareholders" Meeting called to approve the fi nancial statements for the year ending

March 31, 2011.

Number of shares held in the company"s stock: 45,797 shares.

Other directorships and offi ces

French companies

Chief Executive Offi cer of Air France and Permanent representative of Air France-KLM on the Board of Directors of Air France;

Member of the Supervisory Board of Steria

Non-French company

Vice-Chairman of the Board of Directors of Amadeus IT Group (Spain). Directorships and offi ces held in the last fi ve years and having expired

French companies

Deputy Chief Executive Officer of Air France-KLM until

December 31, 2008;

Deputy Chief Executive Officer of Air France until

December 31, 2008;

Director of Autoroutes du Sud de la France until March 2006;

Chairman of Amadeus GTD until September 2005. ?

Born April 28, 1946, Mr Gourgeon is a graduate of the École Polytechnique and the École Nationale Supérieure de l"Aéronautique. He is also a graduate of the California Institute of Technology. * Listed company. 7

2008-09 Reference Document ı Air France-KLM

Corporate governance

1.The Board of Directors

Leo M. van Wijk

Vice-Chairman of the Board of Directors

First appointed as a Board director: June 24, 2004. Expiration date of current term of offi ce: Shareholders" Meeting called to approve the fi nancial statements for the year ending

March 31, 2010.

Number of shares held in the company"s stock: 3,565 shares.

Other directorships and offi ces

Non-French companies

Member of the Supervisory Board of Aegon N.V.

* (Netherlands); Member of the Supervisory Board of Randstad Holding N.V. (Netherlands). Directorships and offi ces held in the last fi ve years and having expired

Non-French companies

Member of the Supervisory Board of Martinair (Netherlands) until

March 2008;

Member of the Supervisory Board of Kennemer Gasthuis (Netherlands) until December 2007;

Member of the Advisory Board of ABN

?AMRO Holding (Netherlands) until December 2007; President of the KLM Management Board (Netherlands) untilquotesdbs_dbs24.pdfusesText_30

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