Alstom Sa · EURONEXT:ALO
Alstom Sa — Shareholder Meeting (October 2020)
34 slides from Alstom Sa's shareholder meeting presentation, Oct 29, 2020
Slide 1: Combined Shareholders' Meeting 2020
Combined Shareholders’ Meeting 2020 29 October 2020
Slide 2: Introduction
Introduction Henri POUPART-LAFARGE, Chairman and CEO Combined Shareholders’ Meeting, 29 October 2020 © ALSTOM SA, 2019. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be relied on that it is complete or correct or will
Slide 3: Opening
Opening Emmanuelle PETROVIC, General Counsel Combined Shareholders’ Meeting, 29 October 2020 © ALSTOM SA, 2019. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be relied on that it is complete or correct or will apply t
Slide 4: Special Meeting results
Special Meeting results 1. Elimination of double voting rights and corresponding amendment to the Articles of Association 2. Powers to carry out formalities © ALSTOM SA, 2019. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or sh
Slide 5: Agenda and Resolutions
Agenda and Resolutions AGENDA RESOLUTIONS Page 3 Pages 37 to 71 of the Meeting Brochure of the Meeting Brochure © ALSTOM SA, 2019. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be relied on that it is complete or corr
Slide 6: Context of the Meeting: acquisition project of Bombardier Transportation
Context of the Meeting: acquisition project of Bombardier Transportation Henri POUPART-LAFARGE, Chairman and CEO Combined Shareholders’ Meeting, 29 October 2020 © ALSTOM SA, 2019. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given o
Slide 7: Alstom: a leading market position and compelling financial track record
Alstom: a leading market position and compelling financial track record Record backlog in Top growth Significant profitability the industry performance improvement Backlog in bn € Revenue in bn € aEbit in % 40.9 4.5% 8.2 7.7% CAGR 6.9 +2.0 30.4 pts 5.7% 2015/16* 2019/20 2015/16* 2019/20 2015/16** 20
Slide 8: Resilient growth of rail markets supported by recent announcements in favour of rail
Resilient growth of rail markets supported by recent announcements in favour of rail €672bn Resilience and Recovery instrument earmarked to Strong support shown by governments to climate neutrality investments local rail operators¹ Germany Climate Plan Confirmed long term rail investment plans • €86
Slide 9: Bombardier Transportation, a reference in rail mobility
Bombardier Transportation, a reference in rail mobility ● Strong historical track record of market leadership ● A broad product portfolio in all market segments, with strategic products People Mover – Bangkok ● Comprehensive expertise ranging from component manufacturing to rail operations ● A balan
Slide 10: Establishing unparalleled commercial reach to feed sustainable growth
Establishing unparalleled commercial reach to feed sustainable growth Acquiring strong presence in Critical size on all continents strategic and growing markets Presence in over 70 countries Strong presence Market trends Presence in over 60 countries UK to invest ~£53bn¹ by 2024 DB & Germany to inve
Slide 11: Acceleration of the AiM strategic roadmap, strengthening each product line
Acceleration of the AiM strategic roadmap, strengthening each product line What Bombardier Transportation brings Rolling Stock Services Signalling €12.6bn backlog 1,2 • Becoming #2 in Signalling • Specific products catering and €1.9bn sales 1,2 Based on 2018 sales (€bn) complementary and large marke
Slide 12: Acquiring industrial capacity in strategic and complementary geographies
Acquiring industrial capacity in strategic and complementary geographies Attractive Bombardier Alstom’s footprint balanced across mature and emerging markets Transportation footprint Rolling stock and signalling 7 production sites through industrial footprint JVs (8,000+ employees) covering the enti
Slide 13: Strong value created for shareholders
Strong value created for shareholders A strengthened profile in a growing Improved operational performance for the market combined entity Revenue: €15.7bn1 Recover Bombardier Transportation’s EBIT (Global critical size) margin at a standard level Double-digit EPS⁴ accretion from An objective of ~€40
Slide 14: Bombardier Transportation acquisition well on track
Bombardier Transportation acquisition well on track UPDATE NEXT STEPS ● Sale and Purchase Agreement, and Bombardier and CDPQ Investment Agreements signature announced on September 16th 2020: ● Net proceeds expected now up to €5.3bn1 against a range of €5.8 - €6.2bn previously agreed ● Rights issue:
Slide 15: Resolutions
Resolutions • Governance • Financial authorisations • Compensation • Results of the votes © ALSTOM SA, 2019. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be relied on that it is complete or correct or will apply to a
Slide 16: Governance
Governance Henri POUPART-LAFARGE, Chairman and CEO Combined Shareholders’ Meeting, 29 October 2020 © ALSTOM SA, 2019. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be relied on that it is complete or correct or will a
Slide 17: Board of Directors: Resolutions 1 and 2
Board of Directors: Resolutions 1 and 2 ● Appointment of CDPQ represented by Ms Kim Thomassin Executive Vice-President and Head of Investments in Québec and Stewardship Investing with CDPQ Non independent Board member ● Appointment of Mr. Serge Godin Founder and Executive Chairman of the Board of Di
Slide 18: Board of Directors will be composed of 14 members at the closing
Board of Directors will be composed of 14 members at the closing of the transaction Henri Poupart-Lafarge Gilles Guilbon Chairman of the Board and Clotilde Delbos Baudouin Prot Director representing the Chief Executive Officer Independent Director Independent Director employees (from 1st January 202
Slide 19: Financial authorisations
Financial authorisations Laurent MARTINEZ, Chief Financial Officer Combined Shareholders’ Meeting, 29 October 2020 © ALSTOM SA, 2019. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be relied on that it is complete or c
Slide 20: Planned capital increases preserving a solid financing structure
Planned capital increases preserving a solid financing structure Structure to finance net proceeds to Bombardier Transportation shareholders (€bn) ~€5bn equity component Secured financing with a committed ~€2.4bn bridge facilities (1) (2) ● €2bn rights issue and €400m new debt secured with a committ
Slide 21: A solid acquisition structure strengthening Alstom's long-term shareholding base
A solid acquisition structure strengthening Alstom’s long-term shareholding base Transaction mechanism CDPQ: a new long term shareholder Indicative shareholding post equity raising3 Free-float c.18%4 New Alstom shares 2 1 Other c.76% c.6%5 Cash & new Alstom 1 shares Acquisition of 100% ● Acquisition
Slide 22: Zoom on the planned capital increase with rights issue
Zoom on the planned capital increase with rights issue ● Enable current shareholders to subscribe in priority to capital increase ● Shareholders using all their rights to subscribe are not diluted ● Shareholders selling their rights are financially compensated from their dilution¹ Rights issue plann
Slide 23: Financial authorisations
Financial authorisations Resolutions Maximum Comments nominal amount RESOLUTION 4: Delegation of competence to the Board of Directors to Will allow to proceed to the €2 billion Rights Issue increase the Company’s share capital with preservation of the €790 million shareholders’ preferential subscrip
Slide 24: Compensation
Compensation Yann DELABRIÈRE, Lead Independent Director Chairman of the Nominations and Remuneration Committee Combined Shareholders’ Meeting, 29 October 2020 © ALSTOM SA, 2019. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or
Slide 25: Resolution 3: modification of the compensation policy (1/2)
Resolution 3: modification of the compensation policy of the Chairman and CEO / Main components (1/2) ● Nature: - Exceptional compensation to the benefit of the Chairman and CEO (and of other officers and key contributors within the Group) implemented after and subject to the closing of the acquisit
Slide 26: Resolution 3: modification of the compensation policy (2/2)
Resolution 3: modification of the compensation policy of the Chairman and CEO / Main components (2/2) ● Limits: - Will not count against the limits currently applicable to the long-term variable compensation of the Chairman and CEO as defined by the 2020/21 compensation policy or by the 2021/22 one
Slide 27: Compensation policy of the Chairman and CEO: all components (1/2)
Compensation policy of the Chairman and CEO: all components (1/2) During the term of the office x Following the vote of the 8 July 2020 AGM Following the vote of the 29 October 2020 GM Employment contract No employment contract Unchanged €850,000 • On decision by the May 2019 Board Base remuneration
Slide 28: Compensation policy of the Chairman and CEO: all components (2/2)
Compensation policy of the Chairman and CEO: all components (2/2) After the term of the office x Following the vote of the 8 July 2020 AGM Following the vote of the 29 October 2020 GM Severance indemnity No severance indemnity Unchanged Non-compete undertaking • 18-month remuneration • Protection ov
Slide 29: Results of the votes
Results of the votes Emmanuelle PETROVIC, General Counsel Combined Shareholders’ Meeting, 29 October 2020 © ALSTOM SA, 2019. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be relied on that it is complete or correct or
Slide 30: Public health context (Covid-19): vote by proxy or by mail
Public health context (Covid-19): vote by proxy or by mail ended on 28 October 2020 at 3 pm (CET) Total number of shares 226,884,499 Total number of voting rights 261,721,620 Ordinary part: 5,123 Number of voting by proxy or by mail shareholders Extraordinary part: 5,123 Number of shares held by sha
Slide 31: Competence of the ordinary meeting
Competence of the ordinary meeting Resolutions For Against Abstention* 1. Appointment of Caisse de dépôt et placement du Québec represented by Ms Kim Thomassin, as a 99.58 % 0.42 % 1.43 % Board member 2. Appointment of Mr. Serge Godin as a Board member 98.68 % 1.32 % 1.37 % 3. Approval of the modifi
Slide 32: Competence of the extraordinary meeting
Competence of the extraordinary meeting Resolutions For Against Abstention* 4. Delegation to increase the share capital of the Company with preservation of the shareholders’ preferential 99.94 % 0.06 % 0.01 % subscription rights 5. Approval of the creation of a class of preferred shares (the “Class
Slide 33: Competence of the extraordinary meeting
Competence of the extraordinary meeting Resolutions For Against Abstention* 9. Delegation to increase the share capital of the Company through the issuance of shares or other securities reserved for participants in a company or Group savings plan, with cancellation of the shareholders’ 97.55 % 2.45
Slide 34: www.alstom.com
www.alstom.com www.alstom.com