Alstom shareholders approve all submitted resolutions and the proposed combination of Alstom with Siemens’ Mobility business

Alstom’s Special and Combined Shareholders’ Meetings, which took place on 17 July 2018 in Paris, approved all the proposed resolutions.

New milestone reached in the proposed combination of Alstom with Siemens Mobility business

The shareholders approved with a very large majority of above 95% the resolutions related to the proposed combination of Alstom with Siemens Mobility business including its rail traction drives business.

This transaction brings together two innovative players of the railway market with unique customer value and operational potential. The two businesses are largely complementary in terms of activities and geographies.

As part of the combination, Alstom existing shareholders at the close of the day preceding the closing date, will receive two exceptional distributions: a control premium (Distribution A) of €4 per share, and an exceptional distribution (Distribution B) of up to €4 per share.

The transaction is subject to approval by relevant anti-trust authorities and closing is expected in the first half 2019.

2020 strategy and 2017/18 fiscal year

The Shareholders’ Meeting was also the opportunity to come back on Alstom’s 2020 strategy, 2017/18 fiscal year highlights and financial performance.

The shareholders approved the distribution of a dividend of €0.35 per share, up 40% compared to last year. The ex-dividend date would be 20 July 2018 and the record date would be 23 July 2018. The dividend would be payable in cash from 24 July 2018.

Governance

The shareholders approved the renewal of the mandates of Olivier Bouygues, Bouygues SA (represented by Philippe Marien) and Bi Yong Chungunco and the appointment of Baudouin Prot and Clotilde Delbos as Directors.

The Board of Directors of Alstom is now composed of 14 Directors: Henri Poupart-Lafarge as Chairman and CEO, Yann Delabrière*, as independent Lead Director, Candace K. Beinecke, Olivier Bouygues, Bi Yong Chungunco*, Françoise Colpron*, Clotilde Delbos*, Gérard Hauser, Sylvie Kandé de Beaupuy*, Klaus Mangold*, Bouygues SA (represented by Philippe Marien), Géraldine Picaud*, Baudouin Prot* and Sylvie Rucar*.

The proportion of independent Directors exceeds 64% and parity continues to be respected.

The shareholders also approved the future Board of Directors[1] of the combined entity Siemens Alstom composed of 11 Directors, out of which 6 independent members (55%) and 5 women (45%): Roland Busch as Chairman, Yann Delabrière* as independent Vice-Chairman, Clotilde Delbos*, Sigmar H. Gabriel*, Sylvie Kandé de Beaupuy*, Janina Kugel, Henri Poupart-Lafarge as CEO, Baudouin Prot*, Christina M. Stercken*, Ralf P. Thomas and Mariel von Schumann.

The shareholders approved the removal of double voting rights allowing to revert to the “one share, one vote” principle.

  • Independent Directors under the Code de gouvernement d’entreprise AFEP-MEDEF

[1] Subject to approval by relevant anti-trust authorities

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