Alstom Sa · EURONEXT:ALO
Alstom Sa — Shareholder Meeting (July 2017)
82 slides from Alstom Sa's shareholder meeting presentation, Jul 4, 2017
Slide 1: 2017 Shareholders' Meeting
2017 Shareholders’ Meeting Saint-Ouen 4 July 2017
Slide 2: Introduction
Introduction Henri POUPART-LAFARGE – Chairman & CEO
Slide 3: Opening
Opening Pierrick LE GOFF – General Counsel
Slide 4: Agenda of the Shareholders' Meeting
AGENDA OF THE SHAREHOLDERS’ RESOLUTIONS MEETING Notice of meeting, Notice of meeting, page 3 pages 32 to 36 ALSTOM – 04/07/2017 – P 4 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be relied on t
Slide 5: The year in images
The year in images Henri POUPART-LAFARGE – Chairman & CEO
Slide 6: Share performance since 1 year
Share performance since 1 year +60% over one year (SBF 120 +30%) €35 €30 €25 €20 €15 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Alstom SBF 120 Share price at closing: 27 June 2017 Proposing to resume distribution of dividends at €0.25 per share ALSTOM – 04/07
Slide 7: 2016/17 highlights
2016/17 highlights A 2020 strategy leading to sound results A solid balance sheet 2020 objectives confirmed: • Sales expected to grow at 5% per year organically • Adjusted EBIT margin to reach around 7% • c. 100% conversion from net income to free cash flow ALSTOM – 04/07/2017 – P 7 © ALSTOM S
Slide 8: A 2020 strategy leading to sound results
A 2020 strategy leading to sound results Henri POUPART-LAFARGE – Chairman & CEO
Slide 9: Alstom's strategy for 2020
Alstom’s strategy for 2020 OUR VALUES TEAM, TRUST & ACTION ETHICS & COMPLIANCE 1 CUSTOMER-FOCUSED ORGANISATION ORGANIC OUR 2 COMPLETE RANGE OF SOLUTIONS GROWTH VISION OUR BOOSTED PREFERRED 3 VALUE CREATION THROUGH INNOVATION PARTNER STRATEGY BY FOR SELECTIVE 4 OPERATIONAL AND ENVIRONMENTAL EXCELLENC
Slide 10: Customer-focused organisation: orders
Customer-focused organisation Commercial performance Orders (in € billion) 10.6 10.0 10.0 2014/15 2015/16 2016/17 Europe Americas MEA Asia Pacific €10 billion in orders for the third year in a row ALSTOM – 04/07/2017 – P 10 © ALSTOM SA, 2017. All rights reserved. Information contained in this docume
Slide 11: Customer-focused organisation: sales growth
Customer-focused organisation Sales growth Sales (in € billion) 7.3 6.9 5.2 2011/12* 2015/16 2016/17 2017/18 2018/19 2019/20 * Transport Sector Sales (before IFRS 11 application) + 40% in sales over 5 years ALSTOM – 04/07/2017 – P 11 © ALSTOM SA, 2017. All rights reserved. Information contained in t
Slide 12: Main 2016/17 orders and ranking by region
Customer-focused organisation Main 2016/17 orders and 2016 ranking by region EUROPE #2 UK: Trains maintenance AMERICAS #1 France: Suburban trains renewal, 15 TGV, Netherlands: Regional trains 30 TET, MP14 in Paris, metro & sig for Lyon, etc. Germany: Regional trains Canada: Ottawa LRV maintenance It
Slide 13: Suburban trains for Paris area in France
Customer-focused organisation Surburban trains for Paris area in France Design and manufacture of 255 new double- deck trainsets First firm order of 71 trains worth €780m for Alstom Alstom-Bombardier consortium (70%/30%) Delivery and commercial service of the first trains forecasted in 2021
Slide 14: Sustained capex developments
Customer-focused organisation Sustained capex developments Capex (in € million) 154 150 South Africa: on-going site construction 2015/16 2016/17 New sites to meet customers’ growing demand for a local presence ALSTOM – 04/07/2017 – P 14 © ALSTOM SA, 2017. All rights reserved. Information contained i
Slide 15: Sales growth by product
Complete range of solutions Sales growth by product Sales (in € billion) 6.9 7.3 57% +6% 2015/16 2016/17 Rolling stock Systems Signalling Services % change reported 57% of sales in Signalling, Systems and Services ALSTOM – 04/07/2017 – P 15 © ALSTOM SA, 2017. All rights reserved. Information contain
Slide 16: Metro system for Dubai metro extension
Complete range of solutions Metro system for Dubai metro extension A complete system including 50 Metropolis trainsets Alstom, leader of ExpoLink consortium New route extends 15 km and serves Expo 2020 A fully integrated metro project for Alstom, with a non-negotiable deadline ALSTOM – 04/07/2
Slide 17: Value creation through innovation: R&D
Value creation through innovation R&D R&D gross costs (in € million) Main R&D programmes Renewal of rolling stock ranges 248 226 Signalling programmes Predictive maintenance 3.3% As % of sales 3.4% The new generation of Coradia regional trains 2015/16 2016/17 Sustained R&D investments at 3.4%
Slide 18: High speed train contract with Amtrak - US
Value creation through innovation High speed train contract with Amtrak - US 28 Avelia Liberty trains, new generation of Alstom very high speed trains €1.8bn contract: deliveries expected to start in 2021 Avelia Liberty for Amtrak (US) A new generation of train with high level of innovation for
Slide 19: Recent product launches
Value creation through innovation Recent product launches Coradia iLint, hydrogen train, with a first Aptis, a new 100% electric experience of successful run at 80 km/h mobility Coradia iLint (Germany) Aptis (France) ALSTOM – 04/07/2017 – P 19 © ALSTOM SA, 2017. All rights reserved. Information
Slide 20: Operational excellence: Adjusted EBIT
Operational excellence Continued strong operational performance Adjusted EBIT (in € million) As % of sales 421 +15% Volume increase 366 +23% Portfolio mix improvement 298 On-going initiatives for operational excellence 5.8% 5.3% 4.8% % change reported 2014/15 2015/16 2016/17 ALSTOM – 04/07/201
Slide 21: Solid project execution
Operational excellence Solid project execution eLoco project PRASA project Riyadh project INDIA SOUTH AFRICA SAUDI ARABIA • First batch of design submitted to • 18 trains delivered from Brazil • First train delivered on-time from customer in February 2017 Katowice, Poland in Feb 2017 • 13 trai
Slide 22: Environmental excellence
Environmental excellence On track to achieve 2020 objectives Improve our environmental footprint • Continue our efforts on energy saving, waste and CO2 • ISO 14001 for all operational units with more than 200 people • 2020 objective: energy intensity reduction by 10%. - 2016 status: 9% reduction c
Slide 23: A culture based on diversity & entrepreneurship
A culture based on diversity & entrepreneurship 32,800 employees worldwide Diversity in terms of gender, generation, nationality, social and cultural background targeted: 25% women in management or professional role by 2020 – Status: 20% in 2016/17 ALSTOM – 04/07/2017 – P 23 © ALSTOM SA, 2017.
Slide 24: Financial results 2016/17
Financial results 2016/17 Marie-José DONSION – CFO
Slide 25: Income statement
Income statement % change % change In € million FY 2015/16 FY 2016/17 reported organic Sales 6,881 7,306 6% 5% Adjusted EBIT 366 421 15% Adjusted EBIT margin 5.3% 5.8% Restructuring charges (138) (6) Other charges (454) (57) EBIT (226) 358 Financial result (275) (127) Tax result (597) (76) Share in
Slide 26: Strong balance sheet
Strong balance sheet Free cash flow Net cash/(debt) Equity (in € milllion) (in € million) (in € billion) 182 (203) (208) (2,614) 3.7 3.3 2015/16 2016/17 March 2016 March 2017 March 2016 March 2017 Positive free cash flow at €182 million Stable net debt • Cash Focus programme impact Increase of
Slide 27: Smart innovations, smarter mobility
Smart innovations, smarter mobility Pascal CLERE – Senior Vice-President - Alstom Digital Mobility
Slide 28: Smart mobility visual
HMA SOLD fluid, efficient and attractive : 2 xc 9 > Ka) = 5 ° E t G E ” SOY » YN MAR BS AAMANANY UK AANA ARR ENE EE VM f/f Lf ff ff AANA RRS DEE une EEE ONY RRS VRE VEE Ee BRE BEE DEE EE RR BAD Dae El ion of is smart mobility Alstom v
Slide 29: Passengers have new aspirations
Passengers have new aspirations A seamless transition A 100% connected journey from door to door More comfort and Taking control of their journey a better accessibility Making passenger journey fluid
Slide 30: Transport authorities have new requirements
Transport authorities have new requirements Maximum availability and punctuality A greener transportation system A low cost of operation Higher capacity and more mobility options where necessary A cybersafe transport system Towards a more efficient transport system globally
Slide 31: Smart mobility for passengers: first and last mile
Smart mobility for passengers Having solutions for the first and last mile EZ10, the latest 12 people per shuttle shuttle of EasyMile Available in 50 sites and 14 countries EasyMile shuttles to be integrated in Alstom’s system offers
Slide 32: Smart mobility for passengers: new mobility experience
Smart mobility for passengers New mobility experience A very bright interior and a 360° view A full low floor for a greater accessibility Designed from the start for electric mobility Aptis: 100% electric, distinctive & innovative tram-inspired design to enhance passenger experience
Slide 33: Smart mobility for passengers: stay connected
Smart mobility for passengers Stay connected throughout the journey Connectivity & Wi-Fi at all times Unique integrated Wi-Fi and infotainment solution World’s first live TV streaming for a commuter train Alstom is a world leader for on-board connectivity
Slide 34: Smart mobility for operators: multimodal operations
Smart mobility for operators Improved management of multimodal operations Coordinate all public transport modes from rail to road Alternative mobility solutions rapidly offered in case of incidents Predicting with data analysis and operational optimisation Mastria: Making your city smarter
Slide 35: Smart mobility for operators: autonomous solutions
Smart mobility for operators More punctuality and flexibility through autonomous solutions Automatic Train Operation (ATO): Available for Metro and to some extent on Mainline Towards autonomous drive for each type of rolling stock for more punctuality and flexibility Alstom, world leader in autonomo
Slide 36: Predictive maintenance through advanced data science
Smart mobility for operators Predictive maintenance through advanced data science HealthHub provides integrated Prognostics & Health Management (PHM) decision-support for trains, methods allow maximisation signalling and infrastructure of system availability Up to 20% reduction of maintenance costs
Slide 37: Cybersecurity at all levels
Smart mobility for operators Cybersecurity at all levels Mobility data can be exposed to Cyber attacks Cybersecurity embedded in all platforms and processes Alstom is associated with partners such as Airbus to exchange knowledge Alstom preferred partner of operators for Cybersecurity solutions
Slide 38: Governance
Governance Henri POUPART-LAFARGE – Chairman & CEO
Slide 39: Board of Directors: a diversified Board
Board of Directors A diversified Board 14 Directors at the end of the General Meeting* • 7 independent Directors (50%) • 5 Directors are foreign nationals (36%) • 6 women (43%) *Subject to the ratification of the co-optation of Yann Delabrière and Sylvie Kandé de Beaupuy and the appointment of Franç
Slide 40: Board of Directors: a diversified Board
Board of Directors A diversified Board 13 Directors • 7 independent Directors (53.8%) • 4 Directors are foreign nationals (30.7%) • 5 women (38.4%) ALSTOM – 04/07/2017 – P 40 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative only. No representation or warra
Slide 41: Board of Directors: activity in 2016/17
Board of Directors Activity in 2016/17 Review of the Group’s financial position and risk analysis, approval of annual and half-year financial statements Review of the Group strategy and its activities Governance (composition, assessment of the Board of Directors) Compensation policy (includi
Slide 42: Board of Directors: Mandates
Board of Directors Resolutions 5, 6 and 7 Mandates Ratification of the co-optation of Ms Sylvie KANDE DE BEAUPUY (independent Director, Chairwoman of the Ethics, Compliance and Sustainability Committee) Ratification of the co-optation of Mr Yann DELABRIERE (independent Director, member of the No
Slide 43: Board Committees
Board Committees 3 specialised Committees chaired by independent Directors: Nominations and Remuneration Ethics, Compliance and Audit Committee Committee Sustainability Committee Géraldine PICAUD Gérard HAUSER Sylvie KANDE DE BEAUPUY Philippe MARIEN Candace BEINECKE Bi Yong CHUNGUNCO (Bouygues SA re
Slide 44: Governance and remuneration
Governance and remuneration Gérard HAUSER – Lead Director Chairman of the Nominations and Remuneration Committee
Slide 45: Lead Director
Lead Director Activity in 2016/17 Leading the reflexions on the composition of the Board of Directors and its Committees Leading the evaluation of the Board of Directors’ operation Preparation of Board meetings with the Chairman & CEO; regular discussions with Directors ALSTOM – 04/07/2017 – P
Slide 46: Nominations and Remuneration Committee
Nominations and Remuneration Committee President: Gérard HAUSER Attributions The Committee issues recommendations, proposals and advice in terms of: Governance: Board and Committees composition and corporate governance matters Remuneration: compensation of the executive directors and members of
Slide 47: Nominations and Remuneration Committee: activity
Nominations and Remuneration Committee Activity in 2016/17 Identification of potential new Directors Evaluation of the way of working of the Board and its Committees and review of governance topics Changes in Henri POUPART-LAFARGE’s supplemental pension scheme Long Term Incentive Plan “PSP 2
Slide 48: Total reward policy for executive officers (1/2)
Total reward policy for executive officers for your approval vote (Sapin II law « ex Ante ») (1/2) – Resolution 8 During the mandate Elements Description Yearly fixed Established for several years remuneration Upon external (policies of similar companies) and internal (years of service, responsibili
Slide 49: Total reward policy for executive officers (2/2)
Total reward policy for executive officers for your approval vote (Sapin II law « ex Ante ») (2/2) – Resolution 8 After the mandate Elements Description Non competition No specific provision Severance Upon related parties agreements procedure indemnity For the Chairman & CEO, related parties agreeme
Slide 50: Say on Pay 2016/17 (1/3)
Say on Pay 2016/17 – Henri POUPART-LAFARGE for your consultative vote (1/3) - Resolution 9 Elements Amounts Description Yearly fixed €750,000 As per Board decision on 28 January 2016, no evolution before January 2018 remuneration Variable € 900,000 Target set up at 100% of Fixed remuneration, from 0
Slide 51: Say on Pay 2016/17 (2/3)
Say on Pay 2016/17 – Henri POUPART-LAFARGE for your consultative vote (2/3) - Resolution 9 Elements Amounts Description Performance 45,000 shares Upon 3 performance conditions over 3 years Shares (maximum possible 2 internal conditions (Free Cash Flow and adjusted EBIT margin) upon plan rules) 1
Slide 52: Say on Pay 2016/17 (3/3)
Say on Pay 2016/17 – Henri POUPART-LAFARGE for your consultative vote (3/3) - Resolution 9 Elements Amounts Description Supplemental € 24,812 Defined Contribution Plans: Pension Article 83 : € 24,812 Article 82 : € 71,286 (provision – payment in 09/2017) Defined Benefit Plan (Article 39): • Frozen o
Slide 53: Audit
Audit Géraldine PICAUD – Chairwoman of the Audit Committee
Slide 54: Audit Committee
Audit Committee Activity in 2016/17 Created in 1998 President: Ms Géraldine PICAUD since 2016 Attributions and operation: • Assistance to the Board of Directors in overseeing issues relating to the development and management of financial and accounting information. • The Committee is responsible f
Slide 55: Audit Committee: activity
Audit Committee Activity in 2016/17 Review of the Statutory and Consolidated Financial Statements as of 31 March 2017 as well as the half-year consolidated accounts as of 30 September 2017 Review of accounting treatment of complex operations Review of internal control procedures and related ac
Slide 56: Ethics, Compliance and Sustainability
Ethics, Compliance and Sustainability Sylvie KANDE DE BEAUPUY– Chairwoman of the Ethics, Compliance and Sustainability Committee
Slide 57: Ethics, Compliance and Sustainability Committee
Ethics, Compliance and Sustainability Committee Creation in 2010 Presidente: Sylvie KANDE DE BEAUPUY since 2017 Attributions • Ethics and Compliance - Review of the Group's policy and Code of Ethics - Review of the organisation and procedures; opinion on action plans - Review of identified risks; in
Slide 58: Ethics and Compliance at Alstom
Ethics and Compliance at Alstom Activity in 2016/17 Ongoing Implementation of the Compliance Program • Review and Improvements to the Alstom Integrity Program (gifts & hospitality, Alert Procedure) • Specific focus on significant Joint Venture activities (South Africa, India) • Focus on compliance
Slide 59: Sustainability
Sustainability Activity in 2016/17 Review of Corporate Social Responsibility actions (CSR) • Developments in the organisation, policy and implementation, • Review of updated sustainability and CSR targets, implementation of the UN Climate Change Summit (COP22) objectives • Positive results in term
Slide 60: Auditors' report
Auditors’ report Cédric HAASER – Mazars
Slide 61: Combined Shareholders' Meeting - Auditor's Reports
Combined Shareholders’ Meeting - Auditor’s Reports Registration Ordinary part Resolution document • Report on the statutory financial statements 1 p. 114 • Report on the consolidated financial statements 2 p. 96 • Report on related-party agreements and commitments 4 p. 116 • Report on the Chairman
Slide 62: Dialogue with the shareholders
Dialogue with the shareholders
Slide 63: Vote of the resolutions
Vote of the resolutions Pierrick LE GOFF – General Counsel
Slide 64: Your voting pad is strictly personal
Your voting pad is strictly personal ALSTOM Its screen displays the number of your votes, which correspond Code Actionnaire Voix AGO Voix AGE to the number of shares you own and/or that you represent YES ABSTENTION NO KEYS TO USE The other keys are not active ALSTOM – 04/07/2017 – P 64 © ALSTOM SA,
Slide 65: Vote within the set time...
Vote within the set time... ALSTOM As soon as the resolution comes up, the screen will display: Code Actionnaire Voix AGO Voix AGE The poll is open! An electronic hourglass illustrates the time allowed for voting You must express your vote before the end of the countdown for it to be registered ALST
Slide 66: Processing votes
At the end of the countdown, the screen will display: ALSTOM Code Actionnaire Voix AGO Voix AGE The poll is over! Processing votes … The results will appear on the screen after a few seconds ALSTOM – 04/07/2017 – P 66 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is
Slide 67: Please return your voting pad
PLEASE return your voting pad ALSTOM Code Actionnaire Voix AGO on leaving the meeting Voix AGE ___________________ You will be charged otherwise PLEASE, switch off your mobile phone during the vote ALSTOM – 04/07/2017 – P 67 © ALSTOM SA, 2017. All rights reserved. Information contained in this docum
Slide 68: 1st resolution
1st resolution – Ordinary part of the Meeting Approval of the statutory financial statements and operations for the fiscal year ended on 31 March 2017 ALSTOM – 04/07/2017 – P 68 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative only. No representation or
Slide 69: 2nd resolution
2nd resolution - Ordinary part of the Meeting Approval of the consolidated financial statements and operations for the fiscal year ended on 31 March 2017 ALSTOM – 04/07/2017 – P 69 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative only. No representation
Slide 70: 3rd resolution
3rd resolution - Ordinary part of the Meeting Allocation of the €22,714,010.67 loss of the fiscal year ended on 31 March 2017: • Entirely to the General reserve account - general reserve reduced to €3,788,801,432.32 Proposal of dividend distribution: €54,927,957.50 (amount to be adjusted dependi
Slide 71: 4th resolution
4th resolution - Ordinary part of the Meeting Approval of related-party agreements and commitments ALSTOM – 04/07/2017 – P 71 © ALSTOM SA, 2017. 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
Slide 72: 5th resolution
5th resolution - Ordinary part of the Meeting Ratification of the co-optation of Ms Sylvie Kandé de Beaupuy as Director ALSTOM – 04/07/2017 – P 72 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be
Slide 73: 6th resolution
6th resolution - Ordinary part of the Meeting Ratification of the co-optation of Mr Yann Delabrière as Director ALSTOM – 04/07/2017 – P 73 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be relied o
Slide 74: 7th resolution
7th resolution - Ordinary part of the Meeting Appointment of Ms Françoise Colpron as Director ALSTOM – 04/07/2017 – P 74 © ALSTOM SA, 2017. 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 compl
Slide 75: 8th resolution
8th resolution - Ordinary part of the Meeting Approval of the principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components of the total remuneration and benefits of any kind payable to Mr Henri Poupart-Lafarge, in his capacity as Chairman and Chie
Slide 76: 9th resolution
9th resolution - Ordinary part of the Meeting Advisory vote on the elements of remuneration due or attributed to Mr Henri Poupart-Lafarge in the fiscal year ended 31 March 2017 ALSTOM – 04/07/2017 – P 76 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative o
Slide 77: 10th resolution
10th resolution - Ordinary part of the Meeting Authorisation to be given to the Board of Directors to trade the Company’s shares ALSTOM – 04/07/2017 – P 77 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or s
Slide 78: 11th resolution
11th resolution - Extraordinary part of the Meeting Reduction of the share capital by cancellation of shares purchased ALSTOM – 04/07/2017 – P 78 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be r
Slide 79: 12th resolution
12th resolution - Extraordinary part of the Meeting Increase in the share capital with waiver of the preferential subscription rights to members of the Company’s savings plan ALSTOM – 04/07/2017 – P 79 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative onl
Slide 80: 13th resolution
13th resolution - Extraordinary part of the Meeting Increase in the share capital with waiver of the preferential subscription rights to a category of beneficiaries ALSTOM – 04/07/2017 – P 80 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative only. No repr
Slide 81: 14th resolution
14th resolution - Extraordinary part of the Meeting Authorisation to implement the Shareholders’ Meeting’s decisions and complete the formalities ALSTOM – 04/07/2017 – P 81 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative only. No representation or warra
Slide 82: www.alstom.com
, AEN Se ao. www.alstom.com ALSTOM pean, vies flac