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KLM Common Shares Tendered to Air France

Further to their
earlier release of 2 April 2004, société Air France S.A. (“Air
France”) and Koninklijke Luchtvaart Maatschappij N.V. (“KLM”) announce that
KLM shareholders have tendered 89.22% of all outstanding common shares in
the share capital of KLM (the “KLM Common Shares”) in the exchange offer of
Air France for all KLM Common Shares (the “Offer”). Today, Air France
declares the Offer unconditional. By the time the acceptance period closed
at 11:00 pm Amsterdam time and 5:00 pm New York time on May 3, 2004, KLM
shareholders had tendered 41,762,597 KLM Common Shares, including 7,708,460
New York Registry Shares (including 187,196 New York Registry Shares
tendered pursuant to notice of guaranteed delivery). Delivery of Air France
shares and Air France warrants in exchange for the tendered and delivered
KLM Common Shares will be made promptly through ABN AMRO, the Dutch exchange
agent, and Citibank N.A., the US exchange agent as described in the offering
documentation.Air France Chief Executive Officer Jean-Cyril Spinetta and Leo van Wijk,
President and Chief Executive Officer of KLM thank all shareholders who
support the companies’ plans to create the leading European airline. The two
airlines are now ready to start their cooperation, to implement the
previously announced synergies and expand their businesses together. In
exchange for the tendered KLM Common Shares, Air France will issue
45,938,857 new shares and 41,762,597 warrants, including 8,479,306 American
Depositary Shares (ADS) and 7,708,460 American Depositary Warrants (ADW).
The warrants and the ADWs have a maturity of three and a half years from May
6, 2004 and can be exercised starting November 6, 2005. The new shares and
the warrants will be listed on Euronext Paris, Euronext Amsterdam and the
New York Stock Exchange (in the form of ADSs and ADWs) from May 5, 2004.

As described in the offering documentation, Air France and KLM announce a
subsequent acceptance period which begins today (May 4) at 9.00 am
(Amsterdam time) and expires 3:00 pm (Amsterdam time) and 9:00 am (New York
time) on Friday, May 21, 2004. During this subsequent acceptance period, Air
France will promptly accept for exchange any tendered and delivered KLM
Common Shares at the same exchange ratio as in the Offer. KLM Common Shares
that are tendered during the subsequent acceptance period may not be

On the basis of the issuance of new shares on May 4, Air France is now
privatized. Air France’s capital comprises 265,719,744 shares, which break
down as follows: French State: 44.7%, Air France employees 10.5%, public
float 44.8% of which 17.3% by former KLM shareholders. The definitive figure
for the total number of shares making up the capital of Air France and their
distribution will be published following expiry of the subsequent acceptance
This press release is an announcement as meant in Article 9t paragraph 4 of
the Decree on the Supervision of Securities Trade 1995.