Air France-KLM in €400 Million Undated Deeply Subordinated Notes Offering

April 1, 2015

Cleary Gottlieb represented Air France-KLM in connection with its €400 million offering of undated deeply subordinated fixed rate resettable notes. The notes have a first call date on October 1, 2020, and will pay an annual coupon of 6.250% until that date. The coupon will then be reset every 5 years. The notes will, in accordance with IFRS, be recorded as equity and are listed on the regulated market of Euronext in Paris.

The offering, consisting of an international private placement, launched and priced on March 25, 2015 and closed on April 1, 2015.

The offering was led by BNP Paribas, Deutsche Bank and Morgan Stanley as Structuring Advisers, Joint Bookrunners and Global Coordinators, Crédit Agricole and Natixis as Joint Bookrunners and Global Coordinators and HSBC, Banco Santander and Société Générale as Joint Bookrunners.

Air France-KLM is a major player in the air transport industry. The Group operates the leading long-haul network on departure from Europe. In its three businesses of passenger transportation, cargo transportation and aeronautics maintenance, Air France-KLM is a leading global player.

This transaction allows Air France-KLM to consolidate the Group’s financial structure.