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AIR FRANCE - KLM : AIR FRANCE - KLM : launches an offering of bonds convertible due February 15th, 2023

     AIR FRANCE - KLM : AIR FRANCE - KLM : launches an offering of bonds
                     convertible due February 15th, 2023

                                                                             


                                                             March 20^th, 2013

     Air France-KLM launches an offering of bonds convertible into and/or
    exchangeable for new and/or existing shares (OCEANE), with a priority
subscription period for shareholders, of approximately €480 million, which may
    be increased up to a maximum amount of approximately €550 million, due
                             February 15^th, 2023

Air France-KLM is launching  today an offering of  OCEANE due February  15^th, 
2023 (the  "Bonds"). The  initial  offering size  will be  approximately  €480 
million and may  be increased up  to a maximum  of approximately €550  million 
upon the  full  exercise of  an  approximately  15% extension  clause  by  Air 
France-KLM in agreement with the Global Coordinators and Joint Bookrunners, no
later than March 25^th, 2013.

Existing shareholders as of March 19^th, 2013 will be entitled to subscribe to
the offering  in priority  during a  period of  three trading  days (délai  de 
priorité), from March 20^th,  2013 to March 22^nd,  2013 (5:00 pm Paris  time) 
inclusive (subject to applicable selling  restrictions), for a maximum  amount 
in euros corresponding  to their  respective stake in  Air France-KLM's  share 
capital applied to the maximum issue size, i.e. approximately € 550 million.

The French State has  decided to subscribe to  this issue during the  priority 
subscription period up to  its current 15.9% stake  in Air France-KLM's  share 
capital.

The Bonds' nominal value will  represent an issue premium  of 30% to 35%  over 
Air France-KLM's reference  share price^[1]  on the regulated  market of  NYSE 
Euronext in Paris ("Euronext Paris").
The Bonds will bear  interest at an annual  yield comprised between -0.02%  to 
+0.73% over  the Reference  Rate^[2] payable  annually in  arrear on  February 
15^th of each  year. For the  period from 28  March 2013 to  14 February  2014 
(inclusive), the interest will be paid on  February 15^th, 2014 on a pro  rata 
temporis basis.

The Bonds will mature and be redeemed in cash at par on February 15^th,  2023. 
The Bonds may be  early redeemed at  the option of  Air France-KLM subject  to 
certain conditions, at par plus accrued interest. Bondholders will be entitled
to request the redemption  of the Bonds on  February15^th,2019, at par  plus 
accrued interest.

The conversion / exchange ratio of the  Bonds will be one new and/or  existing 
Air  France-KLM  share  per  Bond   (subject,  if  applicable,  to   potential 
adjustments).

The proceeds of the  issuance will be used  for the Group's general  corporate 
purposes, notably to finance its fleet  and allow for the optimisation of  its 
debt repayment schedule.  As a  reminder, the  estimated total  amount of  the 
Group's investments  for the  2013 financial  year is  €1.2 billion,  and  the 
Group's debt maturing in 2013 is €1.3 billion.

The proceeds of the issuance  will be made available to  Air France up to  60% 
and to KLM  up to  40%. Air  France and KLM  will severally  and not  jointly, 
irrevocably and unconditionally guarantee the payment  of all sums due by  Air 
France-KLM under the Bonds (respectively for 60% and 40% of such guarantee).

Air France-KLM, Air France and KLM are subject to a 90-day lock-up, subject to
certain exceptions.

The Bonds will be  offered through the combination  of a private placement  on 
March 20^th, 2013 to qualified institutional investors, in France and  outside 
France except in the United States of America, Australia, Canada or Japan, and
a public offering in France from March 20^th, 2013 to March 22^nd, 2013,  5:00 
pm (Paris time).

The final terms of the Bonds are expected to be set on March 25^th, 2013.

Settlement and delivery  of the  Bonds are scheduled  to take  place on  March 
28^th, 2013.

                                      *

                                    *  *

The Air  France-KLM's share,  listed on  Euronext Paris  (Compartiment A)  and 
Euronext Amsterdam, is a member of the SBF 120, AEX and Stoxx 600 indices  and 
is entitled to deferred settlement (Service de Règlement Différé - SRD).

Code ISIN: FR0000031122 (AF)

Web site: www.airfranceklm-finance.com

Contacts

Press:

Brigitte Barrand
Tel : +33 1 49 89 52 61       
Email: brbarrand@airfranceklm.com

Investor Relations:

Dominique Barbarin   
SVP Investor Relations 
Tel : +33 1 49 89 52 60  
Email: dobarbarin@airfranceklm.com   

Bertrand Delcaire
VP Investor Relations
Tel : +33 1 49 89 52 59
Email: bedelcaire@airfranceklm.com

                                  Disclaimer

This announcement does not, and shall  not, in any circumstances constitute  a 
public offering nor an invitation to  the public in connection with any  offer 
in any jurisdiction other than France.

The Bonds will  be offered by  way of (i)  a private placement  in France  and 
outside France (but not in the United States of America, Canada, Australia  or 
Japan) to persons referred to in Article L.411-2-II of the French Monetary and
Financial Code and (ii) through a public offering (offre au public) in  France 
only after  the  granting of  a  "visa" by  the  French Autorité  des  marchés 
financiers on the  prospectus relating to  the issuance and  the admission  to 
trading on the Euronext Paris market of the Bonds.

With respect to the  member States of the  European Economic Area, other  than 
France, which have  implemented the  Prospectus Directive  (each, a  "Relevant 
Member State"), no action has been undertaken or will be undertaken to make an
offer to the public of  the Bonds requiring a  publication of a prospectus  in 
any Relevant Member  State. As  a result,  the Bonds  may only  be offered  in 
Relevant Member States:

(a)    to any legal entity which is a qualified investor as defined in the
Prospectus Directive;

(b)    to fewer than 100 or, if the Relevant Member State has  implemented 
the relevant provision  of the  2010 PD  Amending Directive,  150, natural  or 
legal persons (other  than qualified  investors as defined  in the  Prospectus 
Directive) in each Relevant Member State; or

(a)     in  any other  circumstances falling  within article  3(2) of  the 
Prospectus Directive.

For the purposes of this paragraph, (i) the notion of an "offer to the  public 
of Bonds" in each of the  Relevant Member States, means any communication,  to 
individuals or legal  entities, in any  form and by  any means, of  sufficient 
information on the terms and conditions of the offering and on the Bonds to be
offered, thereby enabling an investor to  decide to purchase or subscribe  for 
the Bonds, as the same  may be varied in that  Relevant Member State (ii)  the 
expression "Prospectus Directive" means  Directive 2003/71/EC (and  amendments 
thereto, including the 2010 PD  Amending Directive, to the extent  implemented 
in the Relevant Member State), and includes any relevant implementing measure,
in the  Relevant Member  State  and (iii)  the  expression "2010  PD  Amending 
Directive" means Directive 2010/73/EU.

This selling  restriction  comes in  addition  to other  selling  restrictions 
applicable in the other Member States.

The distribution of this press release is not made, and has not been approved,
by an "authorised person" within the meaning of Article 21(1) of the Financial
Services and  Markets  Act 2000.  As  a  consequence, this  press  release  is 
directed only at persons who (i) are located outside the United Kingdom,  (ii) 
have professional  experience  in matters  relating  to investments  and  fall 
within Article 19(5)  ("investment professionals") of  the Financial  Services 
and Markets  Act 2000  (Financial Promotions)  Order 2005,  (iii) are  persons 
falling  within  Article   49(2)(a)  to  (d)   ("high  net  worth   companies, 
unincorporated associations, etc.") of the Financial Services and Markets  Act 
2000 (Financial  Promotion)  Order 2005  or  (iv)  are persons  to  whom  this 
communication  may  otherwise  lawfully  be  communicated  (all  such  persons 
together  being  referred  to  as  "Relevant  Persons").  The  Bonds  and,  if 
applicable, the shares of  Air France-KLM to be  delivered upon conversion  or 
exchange of  the Bonds  (the  "Financial Instruments")  are directed  only  at 
Relevant Persons and no invitation, offer or agreements to subscribe, purchase
or otherwise acquire Financial Instruments may be proposed or made other  than 
with Relevant Persons. Any person other than a Relevant Person may not act  or 
rely on this document or any provision thereof.

This press  release  is  not a  prospectus  which  has been  approved  by  the 
Financial Services Authority or any other United Kingdom regulatory  authority 
for the purposes of Section 85 of the Financial Services and Markets Act 2000.

This press  release  does not  constitute  or form  a  part of  any  offer  or 
solicitation to purchase or subscribe for securities in the United States. The
Bonds and the shares  to be issued  upon conversion or  exchange of the  Bonds 
have not been  and will not  be registered  under the U.S.  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 or sold, directly or indirectly, within the United States or to, or
for the account or  benefit of, U.S. persons  except pursuant to an  exemption 
from or in a transaction not subject to, the registration requirements of  the 
Securities Act. Terms used in this  paragraph have the meanings given to  them 
by Regulation S under the Securities Act ("Regulation S"). No public  offering 
will be made  in the United  States. This  notice is issued  pursuant to  Rule 
135(c) of the Securities Act of 1933, as amended.

[1]     The  reference share price  will be  the volume-weighted  average 
price (VWAP) of  Air France-KLM's  shares quoted  on Euronext  Paris from  the 
opening of trading on March 25^th, 2013 until 12:00 noon, Paris time.
[2] The Reference Rate will be the 9.89 years linearly interpolated mid swap
rate based  on the  9  and 10  year mid  swap  rates as  they will  appear  on 
Bloomberg EUSA9 Index and EUSA10 Index pages at 12.00 noon CET on March  25th, 
2013.

Oceanes 2023

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Source: AIR FRANCE - KLM via Thomson Reuters ONE
HUG#1686421
 
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