Alstom Sa · EURONEXT:ALO
Alstom Sa — Shareholder Meeting (July 2020)
59 slides from Alstom Sa's shareholder meeting presentation, Jul 8, 2020
Slide 1: Combined Shareholders' Meeting 2020
Combined Shareholders’ Meeting 2020 July 8th 2020
Slide 2: Introduction
Introduction Henri POUPART-LAFARGE, Chief Executive Officer Combined Shareholders’ Meeting 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 appl
Slide 3: Opening
Opening Emmanuelle PETROVIC, General Counsel Combined Shareholders’ Meeting 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 to any partic
Slide 4: Agenda and Resolutions
Agenda and Resolutions AGENDA RESOLUTIONS Page 3 Pages 44 to 59 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 5: 2019/20: significant events
2019/20: significant events • 2019/20: first year of Alstom in Motion • Covid-19 crisis: impact and adaptation measures • Strong rail market fundamentals • Acquisition project of Bombardier Transportation © ALSTOM SA, 2019. All rights reserved. Information contained in this document is indicative on
Slide 6: 2019/20: first year Alstom in Motion
2019/20: first year Alstom in Motion Henri POUPART-LAFARGE, Chief Executive Officer Combined Shareholders’ Meeting 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
Slide 7: An ambitious strategic plan launched in June 2019: Alstom in Motion
An ambitious strategic plan launched in June 2019: Alstom in Motion GROWTH INNOVATION by offering EFFICIENCY in smarter and greater value powered by digital greener mobility to our customers solutions Driven by One Alstom team, Agile, Inclusive and Responsible © ALSTOM SA, 2019. All rights reserved.
Slide 8: Results remained stable in 2019/20 in line with Alstom in Motion expectations
Results¹ remained stable in 2019/20 in line with Alstom in Motion expectations ORDERS SALES aEBIT² in €bn in €bn in €m +4% 7.7% 1% Organic* 7.5% Impact Avelia Covid-19: 630 Horizon™ and 12.1 c. €100m 8.2 606 9.9 8.1 Montréal metro for €4.3bn FY 2018/19 FY 2019/20 FY 2018/19 FY 2019/20 FY 2018/19 FY
Slide 9: €9.9bn orders in 2019/20, consolidating an industry-leading backlog
GROWTH €9.9bn orders in 2019/20, consolidating an industry-leading backlog Perth, Australia – 43 trains for Perth’s rail Europe – regional trains. network with 20-year maintenance contract. €2,000m €800m Sydney, Australia – Driverless trains and Barcelona, Spain – 42 MetropolisTM trains. digital sig
Slide 10: Signalling demonstrates strong performance
GROWTH Signalling demonstrates strong performance Marseille, France – modernization and automatization of two lines +14%¹ Orders Sydney, Australia – driverless trains and digital signalling systems +13%¹ Sales revenue / Turnover ERTMS² for the high-speed line Paris- Lyon ¹ organic growth ² European
Slide 11: Sustained innovation in greener and smarter mobility
INNOVATION Sustained innovation in greener and smarter mobility The hydrogen train Coradia iLint™ has First contract for regional electric train successfully completed the tests in the Netherlands with battery in Germany Complete range of green mobility solutions © ALSTOM SA, 2019. All rights reserv
Slide 12: Major projects moving forward
EFFICIENCY Major projects moving forward • 2 first Avelia Liberty™ for Amtrak left Hornell (New York) to Pueblo (Colorado) to be tested • Implementation of virtual validation testing with collaboration between Hornell, USA and the Creusot, France Departure of the 2 first Avelia Liberty™ for Experts
Slide 13: AiM operational efficiency programs achieving first results
EFFICIENCY AiM operational efficiency programs achieving first results Project management efficiency Adjusted EBIT1 (in € million) Footprint stabilization and optimization 7.7% 7.5% +4% ● 24% Engineering workload allocated to India 630 Acceleration on digitalization and automation 606 ● 80% of the g
Slide 14: ESG objectives fully embedded in Alstom's new AiM strategy
Environmental, Social, Governance objectives fully embedded in Alstom’s new AiM strategy 2019 Achievement in 2020 2025 17%1 20%1 of energy reduction in solutions (CO2) 25%1 36% 36%² of electricity supply from renewables 100% 25% of newly developed solutions eco-designed - NEW 100% 1.1 Injury Frequen
Slide 15: Stock performance over the last year
Stock performance over the last year Closing price: July 3rd 2020 55 € 50 € 45 € 40 € 35 € 30 € 25 € 20 € Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Alstom SBF 120 A particulary resilient stock price given the sanitary crisis context © ALSTOM SA, 2019. All ri
Slide 16: Covid-19 crisis: impact and adaptation measures
Covid-19 crisis: impact and adaptation measures Henri POUPART-LAFARGE, Chief Executive Officer Combined Shareholders’ Meeting 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
Slide 17: Covid-19: Alstom has immediately adapted its activities
Covid-19: Alstom has immediately adapted its activities applying the principle of “safety first” ● Extraordinary mobilization of teams with crisis cells put in Checking temperature at the site entrance, place at every level Madhepura, India ● Temporary closures of activities during the containment •
Slide 18: Adaptation measures to the situation
Adaptation measures to the situation ● Adapt and optimize the productivity to deliver our €40.9bn backlog ● Continue to seize opportunities in the context of an overall resilient market ● Cost-saving measures: - Use of holidays and part-time work during the containment - Reduction in some discretion
Slide 19: Innovation for operators and passengers at the heart of new sanitary challenges
Innovation for operators and passengers at the heart of the new sanitary challenges Alstom is supporting its customers to respond to the crisis ● Smart solutions for passenger flow management and information with Optimet Realtime Occupancy Smart Management System to Cleaning and desinfection store l
Slide 20: Alstom engaged in the global fight against Covid-19
Alstom engaged in the global fight against Covid-19 200,000 masks and Close to €200,000 in Alstom foundation budget 3D printing of facial shields protective materials donated financial donations (medical increase from €1.5 million to and ventilator valves in Spain, in all countries equipment; protec
Slide 21: Strong rail market fundamentals
Strong rail market fundamentals Henri POUPART-LAFARGE, Chief Executive Officer Combined Shareholders’ Meeting 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 22: Headwinds in 2020 but rail market resilient mid term
Headwinds in 2020 but rail market resilient mid term Strong commitment to operators despite difficult environment ● In June 2020, train operation normalizing Heroes and CARES Acts providing with a slower recovery in passenger traffic respectively $16bn and $25bn for transit Long-term investment plan
Slide 23: Acquisition project of Bombardier Transportation
Acquisition project of Bombardier Transportation Henri POUPART-LAFARGE, Chief Executive Officer Combined Shareholders’ Meeting 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
Slide 24: 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 25: Bombardier Transportation, an acquisition with a strong strategic rationale
Bombardier Transportation, an acquisition with a strong strategic rationale Strong commercial and product complementarities Acceleration of the AiM strategic roadmap Example in rolling stock • Signalling: access to strategic market (Sweden, Germany) • Services: Aventra Talent 3 San Francisco BiLevel
Slide 26: Bombardier Transportation acquisition, a significant value creation for shareholders
Bombardier Transportation acquisition, a significant value creation for shareholders ● Strengthening of Alstom’s operational profile ● Recover Bombardier Transportation’s EBIT margin at an industry standard level ● ~€400m of run rate cost synergies achieved after 4 to 5 years post closing ● Double-d
Slide 27: A solid acquisition structure strengthening Alstom's long-term shareholding
A solid acquisition structure strengthening Alstom’s long-term shareholding Rights issue of 2 billion euros planned in H2 CY20 - H1 CY21 (subject to market conditions) ¹ From Bombardier Transportation net cash at closing and Alstom net cash ² Based on a €44.45 reference share price ³ Indicative prof
Slide 28: Bombardier Transportation acquisition status
Bombardier Transportation acquisition status UPDATE NEXT STEPS ● April 2020: bridge facilities of c.€2.4bn with a 2- year duration and Revolving Credit Facility of ● Share Purchase Agreement signing: H2 CY20 €1.5bn1 successfully syndicated and executed ● Alstom EGM²: at the latest end of October 202
Slide 29: Financial results
Financial results Laurent MARTINEZ, Chief Financial Officer Combined Shareholders’ Meeting 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 appl
Slide 30: Income Statement
Income Statement % published % organic (in € million) FY 2019/20 FY 2018/191 variation variation Sales 8,201 8,072 2% 1% Adjusted EBIT2 630 606 4% Adjusted EBIT margin 7.7% 7.5% Restructuring charges (18) (65) COVID-19 impact (24) - Other items (43) (133) EBIT 545 408 Financial results (76) (88) Tax
Slide 31: A strong balance sheet rated Baa2
A strong balance sheet rated Baa2 Free Cash Flow Liquidity position Equity (in € million) (in € million) (in € million) 206 1,750 Additional 4,159 Revolving 3,432 Credit Facility April 2020 3,328 153 Cash and cash 2,175 equivalents Cash and cash equivalents 400 400 March 2019 March 2020 March 2019 M
Slide 32: Governance
Governance Henri POUPART-LAFARGE, Chief Executive Officer Combined Shareholders’ Meeting 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
Slide 33: Board of Directors: Resolutions 5 and 6
Board of Directors: Resolutions 5 and 6 ● Renewal of the mandate ● Appointment of of Mr. Yann Delabrière, Mr. Frank Mastiaux, Lead Independent Director and Chair IndependentTender Board member of the Nominations and Remuneration Committee ● Composition at the outcome of the AGM: - 10 Board members -
Slide 34: Nominations and remuneration
Nominations and remuneration Yann DELABRIÈRE, Lead Independent Director, Chairman of the Nominations and Remuneration Committee © 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
Slide 35: Nominations and Remuneration Committee: missions
Nominations and Remuneration Committee: missions The Committee issues recommendations, proposals and advices in the field of: ● Governance : ● Remuneration : - Composition of the Board of Directors - Elements comprising the remuneration and of its Committees, search for new of executive and non exec
Slide 36: Nominations and Remuneration Committee: activity in 2019/20 (1/2)
Nominations and Remuneration Committee : activity in 2019/20 (1/2) ● Governance ● Remuneration - Evaluation of the functioning of the Board - Remuneration policy of the CEO and of the and of its Committees (externalized) Board members (resolutions 9 and 10) - Employees Board members - Review of the
Slide 37: Nominations and Remuneration Committee: activity in 2019/20 (2/2)
Nominations and Remuneration Committee : activity in 2019/20 – Specific focus on some governance topics (2/2) ● Recommendation of an actions plan further to the evaluation of the functioning of the Board of Directors: - More visibility and action by the Board on Sustainability (including environment
Slide 38: Remuneration report - Resolution 7
Remuneration report - Resolution 7 ● Introduced by Ordinance of 27 November 2019 in respect of remuneration of corporate officers of listed companies ● Elements paid during / awarded in respect of fiscal year 2019/20: - To Board members - To the CEO, these elements comprising the remuneration ratios
Slide 39: Remuneration of Henri Poupart-Lafarge 2019/20 (1/3) - Resolution 8
Remuneration of Henri POUPART-LAFARGE in respect of fiscal year 2019/20 (1/3) - Resolution 8 Elements Amounts Description Fixed annual €825,000 In accordance with the Board decision of 6 May 2019 (having raised the remuneration fixed remuneration from €750,000 to €850,000 from 10 July 2019) Variable
Slide 40: Remuneration of Henri Poupart-Lafarge 2019/20 (2/3) - Resolution 8
Remuneration of Henri POUPART-LAFARGE in respect of fiscal year 2019/20 (2/3) - Resolution 8 Elements Amounts Description Performance Target : 34,000 Delivery subject to performance conditions over a 3-year period: shares Maximum : 51,000 • Three internal conditions: aEbit margin; cash conversion ra
Slide 41: Remuneration of Henri Poupart-Lafarge 2019/20 (3/3) - Resolution 8
Remuneration of Henri POUPART-LAFARGE in respect of fiscal year 2019/20 (3/3) - Resolution 8 Elements Amounts Description Non-compete No payment • 18-month remuneration undertaking • Protection for a period of two calendar years • Wide perimeter • Implementation on decision by the Board Supplemental
Slide 42: Remuneration policy of executive corporate officers - Resolution 9 (1/2)
Remuneration policy of executive corporate officers - Resolution 9 (1/2) During the term of the office x Current situation Policy subject to the vote of the 2020 AGM Employment contract No employment contract Unchanged €850,000 • On decision by the May 2019 Board Unchanged Base remuneration • Set fo
Slide 43: Remuneration policy of executive corporate officers - Resolution 9 (2/2)
Remuneration policy of the executive corporate officers - Resolution 9 (2/2) After the term of the office x Current situation Policy subject to the vote of the 2020 AGM Severance indemnity No severance indemnity Unchanged Non-compete undertaking • 18-month remuneration • Protection over two calendar
Slide 44: Remuneration policy of the Board members - Resolution 10
Remuneration policy of the Board members - Resolution 10 ● Annual budget of €1,300,000, unchanged since 2014, made of a fixed portion and a variable portion, the Chairs of the three Committees and the LID being eligible for an additional fixed portion ● Policy that applies to all Board members inclu
Slide 45: Audit
Audit Sylvie RUCAR, Chairwoman of Audit Committee © 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 any particular project. This will depend
Slide 46: Audit Committee Activity in 2019/20 fiscal year
Audit Committee Activity in 2019/20 fiscal year ● Date of creation: 1998 Chairwoman : Ms Sylvie RUCAR since 30/07/2018 ● Missions and functioning: - The general purpose of the Audit Committee is to assist the Board with overseeing issues relating to the preparation and control of financial and accou
Slide 47: Audit Committee Activity in 2019/20 fiscal year
Audit Committee Activity in 2019/20 fiscal year ● Accounting and Finance - Review of the half-year consolidated accounts as of 30 September 2019 and of the annual consolidated and statutory accounts as of 31 March 2020, including: Detailed presentation of the main risks faced by the Group (risks l
Slide 48: Ethics, compliance, and sustainable development
Ethics, compliance, and sustainable development Sylvie KANDÉ DE BEAUPUY, Chairwoman of the Ethics, Compliance & Sustainable Development Committee © ALSTOM SA, 2019. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be rel
Slide 49: Ethics, Compliance & Sustainable Development Committee
Ethics, Compliance & Sustainable Development Committee ● Created in 2010 Chairwoman: Sylvie KANDÉ DE BEAUPUY since 2017 ● Attributions - Ethics & compliance Review of Group policy and Code of Ethics Review of organization and procedures; advice on action plans Review of identified risks; infor
Slide 50: Ethics, Compliance & Sustainable Development Committee Activity in 2019/20
Ethics, Compliance & Sustainable Development Committee Activity in 2019/20 ● The Committee reviewed and monitored the implementation of the Group’s compliance and sustainable development strategy. ● Ethics and compliance - Review of the third audit results for the ISO 37001 standard - Anti-corruptio
Slide 51: Statutory auditors reports
Statutory auditors reports Edouard DEMARCQ, PwC Combined Shareholders’ Meeting 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 to any par
Slide 52: Statutory auditors reports - ordinary resolutions
Combined Shareholders’ Meeting - Statutory auditors reports Universal Ordinary resolutions Resolution Registration Document Report on the financial statements of Alstom SA 1 p. 126 Report on the consolidated financial statements 2 p. 107 Special report on related party agreements and commitments 4 p
Slide 53: Statutory auditors reports - extraordinary resolutions
Combined Shareholders’ meeting - Statutory auditors reports Meeting Extraordinary resolutions Resolution Brochure Report on the issuance of shares and miscellaneous securities with and/or without 13 to 20 p. 36 maintenance of preferential subscription rights Report on the reduction of the share capi
Slide 54: Vote Outcomes
Vote Outcomes Emmanuelle PETROVIC, General Counsel Combined Shareholders’ Meeting 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 to any
Slide 55: Public health context (Covid-19): vote by proxy or by mail
Public health context (Covid-19): vote by proxy or by mail ended on 7 July 2020 at 3 pm (CET) Total number of shares 226,859,500 Total number of voting rights 261,592,358 Ordinary part: 4,846 Number of voting by proxy or by mail shareholders Extraordinary part: 4,846 Number of shares held by shareho
Slide 56: Competence of the Ordinary Shareholders' Meeting
Competence of the Ordinary Shareholders’ Meeting Resolutions For Against Abstention* 1. Approval of the statutory financial statements for and the transactions in the fiscal year ended on 31 March 99.97% 0.03% < 0.09% 2020 2. Approval of the consolidated financial statements for and the transactions
Slide 57: Competence of the Extraordinary Shareholders' Meeting (1/2)
Competence of the Extraordinary Shareholders’ Meeting (1/2) Resolutions For Against Abstention* 13. Delegation of competence to be granted to the Board of Directors: share capital increase through the issuance of shares and/or any securities granting access to the Company’s share capital with shareh
Slide 58: Competence of the Extraordinary Shareholders' Meeting (2/2)
Competence of the Extraordinary Shareholders’ Meeting (2/2) Resolutions For Against Abstention* 20. Delegation of competence to be granted to the Board of Directors: share capital increase through the issuance of shares subsequent to the issuance by the Company’s subsidiaries of securities granting
Slide 59: www.alstom.com
www.alstom.com www.alstom.com