FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of October 2003
Commission File Number: 1-14836
ALSTOM
------
(Translation of registrant's name into English)
25, avenue Kléber, 75116 Paris, France
--------------------------------------
(Address of principal executive offices)
Indicate by check mark whether the Registrant files or will file annual reports
under cover of Form 20-F or Form 40-F
Form 20-F X Form 40-F
----- -----
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes No X
----- -----
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes No X
----- -----
Indicate by check mark whether the Registrant, by furnishing the information
contained in this Form, is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
----- -----
If "Yes" is marked, indicate below the file number assigned to the Registrant in
connection with Rule 12g3-2(b)
This Report on Form 6-K includes materials relating to an Ordinary and
Extraordinary Shareholders' Meeting to be held on 18 November 2003, on second
call. These materials make reference and relate in part to certain proposed
issuances of securities by ALSTOM. The securities mentioned in these materials
have not been and will not be registered under the United States Securities Act
of 1933, as amended, and may not be offered or sold in the United States absent
registration or exemption from registration under the Securities Act.
These materials are not an offer to sell securities or the solicitation of an
offer to buy securities, nor shall there be any offer or sale of securities in
any jurisdiction in which such offer or sale would be unlawful.
Enclosures:
Press release dated September 30, 2003, "ALSTOM Receives World's
Largest LNG Order from Gaz de France"
Press release dated October 7, 2003, "ALSTOM to Build 168 Metropolis
Cars for Shanghai Metro in €184 Million Order"
Press release dated October 7, 2003, "ALSTOM Will Supply ERTMS
Train-Control Solution for Betuweroute Rail Line in the Netherlands"
Press release dated October 14, 2003, "ALSTOM to Supply and Maintain
40 Commuter Trains in €190 Million Contract with Renfe"
Press release dated October 16, 2003, "ALSTOM Signs Two 8-Year
Long-Term Service Agreements in Asia"
Press release dated October 17, 2003, "ALSTOM US 20-F Filing"
Press release dated October 20, 2003, "ALSTOM-Led Consortium Chosen
for €360 Million Metro Infrastructure Contract in Taiwan"
Certain materials in connection with the Shareholders' Meeting both
Ordinary and Extraordinary to be held on 18 November 2003
Press release dated October 29, 2003, "ALSTOM Will Design and Supply
the Electrical and Mechanical Infrastructure for a New Metro Line in
Sao Paulo"
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALSTOM
Date: November 3, 2003 By: /s/ Philippe Jaffré
---------------------------------
Name: Philippe Jaffré
Title: Chief Financial Officer
30 September 2003
ALSTOM RECEIVES WORLD'S LARGEST LNG CARRIER
ORDER FROM GAZ DE FRANCE
ALSTOM, via its subsidiary Chantiers de l'Atlantique in Saint-Nazaire (France)
has just received the confirmation of an order from Gaz de France for a
liquefied natural gas (LNG) carrier of 153 500 m3. Its delivery is scheduled for
the end of 2005. This order also includes an option for a sister ship to be
delivered at the end of 2006.
This LNG carrier, which will have the largest capacity in the world,
incorporates innovative technologies already developed for the LNG carrier Gaz
de France energY, currently built at Chantiers de l'Atlantique; in particular
diesel-gas electric propulsion system and a new insulation technology, CS1 type
(foam insulation system).
This order demonstrates ALSTOM Marine's expertise in this market, for which it
has already built 15 LNG carriers. It also underlines ALSTOM Marine's strategic
focus on high added-value vessels, including cruise ships, ferries, naval
vessels and scientific research vessels.
ALSTOM Marine's orderbook now consists of two LNG carriers (plus one option) for
Gaz de France, one ferry for SeaFrance, one scientific vessel for Ifremer, two
Landing Helicopter Docks (LHD) for the French Navy built in cooperation with
DCN, one 71m+ luxury motor yacht, and two cruiseships, MSC Opera for MSC and
Queen Mary 2 for Cunard (Carnival group).
Press enquiries: G. Tourvieille/ S. Gagneraud
(Tel. +33 1 47 55 23 15)
internet.press@chq.alstom.com
Investor relations: E. Chatelain
(Tel. +33 1 47 55 25 33)
investor.relations@chq.alstom.com
7 October 2003
ALSTOM TO BUILD 168 METROPOLIS CARS
FOR SHANGHAI METRO IN €184 MILLION ORDER
The Shanghai Mass Transit Yangpu Line Development Co. has ordered 28 six-car
ALSTOM METROPOLIS trainsets worth about €184 million for the city's future
Yangpu metro line.
The Yangpu line will run from the Yangpu district in the north of the city to
Pudong in the southeast. The 23.4-kilometer line will have 24 stations and offer
access to the future Universal Studios theme park and the World Expo 2010 park
in Pudong.
The 168 METROPOLIS cars in this order are based on the vehicles that ALSTOM is
building for the city's Xinmin line. Delivery is scheduled to begin in October
2005 and to be complete by the end of 2007.
ALSTOM's plant in Barcelona will manufacture the first train and car-body
shells, and the Le Creusot site in France will manufacture bogie frames.
Chinese content will account for 70 percent of the manufacturing. Shanghai
ALSTOM Transport Co. (SATCO), a joint venture between ALSTOM and Shanghai
Electric Corp., will complete assembly of the cars and carry out the painting,
fitting out and testing of the vehicles.
The project includes a technology-transfer program for the build of bogie
frames, the assembly of bogies and of aluminum modules, and for the electrical
equipment for traction motors.
Faced with fast-growing demand for mass public transportation, the city is
planning to build nine new metro lines. Shanghai has ordered nearly 500 ALSTOM
metro cars for the Xinmin, Pearl and Yangpu metro lines. Eleven trains are
already in service on the Pearl line, and trains should enter service on the
Xinmin line by the end of the year.
"Our success in Shanghai shows the contribution that ALSTOM can make in the
Asia-Pacific region," said Philippe Mellier, president of ALSTOM Transport,
"where rail transport is a key driver in economic development. We expect Asia to
be an important growth market for us."
With more than 35 product lines and a presence in more than 60 countries,
ALSTOM's Transport sector offers a complete range of products and services for
new rolling stock, signaling, and electrical and mechanical infrastructure as
well as maintenance and rehabilitation services to four distinct types of
customers: urban transit authorities and operators; intercity passenger rail
operators and rolling stock owners; rail freight operators; and intercity
railway infrastructure owners. ALSTOM's Transport sector, with sales of €5.1
billion in financial year 2002-2003, is among the world's leading suppliers to
the railway industry.
- --------------------------------------------------------------------------------
Notes on the METROPOLIS line
METROPOLIS is the world's most successful modular metro train. Since the range
was developed in 1997, ALSTOM has sold more than 1,500 cars worldwide, both in
simple rolling-stock orders and as part of full turnkey solutions. The modular
conception of METROPOLIS gives customers choice of car size, aluminum or
stainless-steel car bodies, mechanically fastened or welded constructions, and
manned or unmanned operation.
- --------------------------------------------------------------------------------
Contacts:
International, general, economic press
- --------------------------------------
Séverine Gagneraud/Gilles Tourvieille
Tel.: +33 (0)1 47 55 25 87
internet.press@chq.alstom.com
Trade press
- -----------
Helen Connolly
Tel.: +33 (0)1 41 66 91 43
helen.connolly@transport.alstom.com
Investor relations
- ------------------
Emmanuelle Chatelain
Tel.: +33 (0)1 47 55 25 33
investor.relations@chq.alstom.com
7 October 2003
ALSTOM WILL SUPPLY ERTMS TRAIN-CONTROL SOLUTION
FOR BETUWEROUTE RAIL LINE IN THE NETHERLANDS
ALSTOM, in cooperation with consortium partner Holland Railconsult, will supply
its ATLAS 200 train-control and signaling solution for the Betuweroute, a
dedicated freight rail line from the international seaport of Rotterdam to the
German border.
The total value of the contract awarded by ProRail, the Netherlands'
rail-infrastructure authority, is €75 million; ALSTOM's share is €62 million.
The ATLAS 200 train-control solution is ALSTOM's implementation of ERTMS at
Level 2. ERTMS is the new European Rail Traffic Management System, made up of
standards for train control, called the European Train Control System, and radio
transmission, called GSM-R. (See the notes below for more information on ERTMS.)
The primary purpose of ERTMS is cross-border interoperability of trains. Along
with interoperability, ERTMS will deliver the benefits of increased safety,
higher speeds and increased capacity for Europe's rail networks.
ALSTOM, with other rail-industry companies, has been at the forefront of ERTMS
development from the definition of standards through validation to testing.
ALSTOM has been testing its ERTMS solution on a pilot line in the Maastricht
area in the Netherlands as well as on test tracks in France, Italy and the
United Kingdom.
The installation of this ERTMS system on the Betuweroute will make the
Netherlands one of the first countries in Europe to introduce ERTMS Level 2 on
an operational line and confirm ALSTOM's position as a world leader in the
implementation of ERTMS.
The 160-kilometer Betuweroute is currently under construction by ProRail's
Betuweroute project organization. The line was commissioned by the Dutch
Ministry of Transport, Public Works and Water Management and is due to enter
service in 2007.
- --------------------------------------------------------------------------------
Notes on European Rail Traffic Management System:
Why is ERTMS needed?
The number one goal of the European Rail Traffic Management System is
interoperability of passenger and freight traffic. Each country has developed
its rail infrastructure independently, and today there are more than 15 types of
train-control and train-protection systems in Europe. ERTMS offers a single
system under which trains that are equipped to ride the rails in one country
would be equipped to operate in any of the others.
What is ERTMS?
ERTMS has two essential elements: the European Train Control System, which
comprises the ground and train-borne equipment that ensures the safe operation
of trains, and GSM-R, the digital radio-transmission standard for railways.
What are the three levels of ERTMS?
ERTMS is designed to allow for progressive implementation on railway lines; each
level offers progressive increases in traffic optimization. Level 1 provides ATP
(automatic train protection), the control of the trains' speed. Level 2 provides
ATP plus movement authority via radio (GSM-R). Level 3 allows moving-block
operation.
- --------------------------------------------------------------------------------
With more than 35 product lines and a presence in more than 60 countries,
ALSTOM's Transport sector offers a complete range of products and services for
new rolling stock, signaling, and electrical and mechanical infrastructure as
well as maintenance and rehabilitation services to four distinct types of
customers: urban transit authorities and operators; intercity passenger rail
operators and rolling stock owners; rail freight operators; and intercity
railway infrastructure owners. ALSTOM's Transport sector, with sales of €5.1
billion in financial year 2002-2003, is among the world's leading suppliers to
the railway industry.
Holland Railconsult, an engineering and consulting company, is ALSTOM's
risk-sharing partner for the Betuweroute control-system project. More
specifically, is responsible for applications engineering and integration of the
Betuweroute control system with the existing railway systems.
Holland Railconsult provides solutions for capacity, safety, environmental and
integration on the Dutch rail network. This expertise enables Holland
Railconsult to provide customers at home and abroad with advice, innovative
designs and projects for rail and other transportation systems.
Holland Railconsult employs 1,600 staff, and in 2002 the company achieved a
turnover of €144 million euros.
Contacts:
International, general, economic press
- --------------------------------------
Séverine Gagneraud/Gilles Tourvieille
Tel.: +33 (0)1 47 55 25 87
internet.press@chq.alstom.com
Trade press
- -----------
Helen Connolly
Tel.: +33 (0)1 41 66 91 43
helen.connolly@transport.alstom.com
Investor relations
- ------------------
Emmanuelle Chatelain
Tel.: +33 (0)1 47 55 25 33
investor.relations@chq.alstom.com
14 October 2003
ALSTOM TO SUPPLY AND MAINTAIN
40 COMMUTER TRAINS
IN €190 MILLION CONTRACT WITH RENFE
RENFE, the Spanish national railway company, has awarded ALSTOM a contract worth
€190 million to supply and maintain 40 electric commuter trains.
The contract is for 20 four-car trainsets and 20 three-car trainsets, a total of
140 cars. ALSTOM will build the cars according to the specifications of RENFE's
platform for its new generation of modular commuter trains, called Civia.
The trains, based on the latest railway technology, will offer high levels of
performance and safety. More specifically, its features will be the following :
- - the traction system is from ALSTOM's service-proven line of ONIX drives,
which offer reduced volumes and lighter weight.
- - computer-based onboard control systems send train information via digital
transmission to the command center and to the depot workshop. Onboard
computers will also make self-diagnostic applications possible, which helps
reduce maintenance costs.
- - with an aluminum-alloy body shell, the lightweight trains offer energy-cost
savings.
- - thanks to the modularity of the vehicles, the articulated trainsets may be
configured with different combinations, depending on service needs.
- - a low-floor entrance will offer passengers, including those with reduced
mobility, easy access. A continuous gangway throughout the train further
enhances passenger comfort.
ALSTOM's Barcelona factory will manufacture the body shells, assemble and test
the trains. The bogies will be supplied by ALSTOM's factory in Valencia, Spain,
with Charleroi in Belgium manufacturing electrical equipment and Saint-Ouen in
France supplying the train-control systems.
Press relations: S. Gagneraud / G. Tourvieille
(Tél. +33 1 47 55 25 87)
internet.press@chq.alstom.com
Investor relations: E. Chatelain
(Tél. +33 1 47 55 25 33)
Investor.relations@chq.alstom.com
16 October 2003
ALSTOM SIGNS TWO 8-YEAR
LONG-TERM SERVICE AGREEMENTS IN ASIA
ALSTOM has signed two 8-year long-term service agreements (LTSA) with the
Baosteel Group in China and with the Socialist Republic of Vietnam's National
Utility, Electricity Vietnam (EVN).
The LTSA contract with the Baosteel Group in China covers the supply of
maintenance services for the Bao Shan combined-cycle cogeneration power plant.
The Baosteel Group is one of the major corporations in the Asian steel market
and is the largest producer of high-tech and high-value-added steel products in
China.
The contract comprises the supply of new and reconditioned hot gas path
components and technical field service personnel to carry out the scheduled
major inspections and all field assessments for a period of 8 years.
The 144 MW Bao Shan plant is powered by one ALSTOM-supplied GT11N2-LBTU gas
turbine and one steam turbine. The plant, situated at Baosteel's steel mill
close to Shanghai, burns blast furnace gas from the steel production and
supplies its electrical power back into the mill. The GT11N2 gas turbine has, to
date, accumulated over 170 starts and 39,000 operating hours.
In the Socialist Republic of Vietnam, the LTSA signed with EVN covers the supply
of spare parts, reconditioning of hot gas path components and related outage and
maintenance services for the Phu My 2.1 and Phu My 4 gas-fired combined-cycle
power plants. Both plants are based on ALSTOM GT13E2 gas turbines. The two 450
MW plants are located in the Phu My Power complex in the Vung Tau province close
to Ho Chi Minh City.
Both contracts demonstrate our customers' long-term confidence and reinforce the
long-standing relationships that exists between ALSTOM and these two key
customers in Asia.
Press relations: G. Tourvieille/S. Gagneraud
(Tel. +33 1 47 55 23 15)
internet.press@chq.alstom.com
Investor relations: E. Chatelain
(Tel. +33 1 47 55 25 33)
investor.relations@chq.alstom.com
17 October 2003
ALSTOM US 20-F FILING
Paris, 17 October 2003: ALSTOM has filed its Annual Report for the fiscal year
ended 31 March 2003 on Form 20-F with the Securities and Exchange Commission.
This form and a non-certified French translation, provided for information only,
are available on ALSTOM's internet site «www.alstom.com».
The filing of the Annual Report on Form 20-F was to allow ALSTOM to take into
account the already announced problems, encountered at ALSTOM Transport Inc's
Hornell facility, and to reflect in detail the 22 September 2003 renegotiated
financing package.
Press relations: S. Gagneraud / G. Tourvieille
(Tel. +33 1 47 55 25 87)
internet.press@chq.alstom.com
M : Communications
L. Tingström
(Tel. +44 789 906 6995)
tingstrom@mcomgroup.com
Investor relations: E. Chatelain
(Tel. +33 1 47 55 25 33)
Investor.relations@chq.alstom.com
20 October 2003
ALSTOM-LED CONSORTIUM CHOSEN FOR €360 MILLION
METRO INFRASTRUCTURE CONTRACT IN TAIWAN
The Department of Rapid Transit Systems (DORTS) of Taipei City, Taiwan, has just
declared the ALSTOM-led consortium "awarded bidder" for the Orange and Blue line
extensions of the capital's metro system.
Once the order is confirmed, ALSTOM's share of this €360 million contract is
expected to be worth approximately €125 million.
ALSTOM will be responsible for project management, system integration, the
signaling and half of the track work and maintenance depot equipment. The
signaling equipment will be similar to the equipment already supplied by ALSTOM
and in service on the Taipei network.
ALSTOM's partner in this consortium is China Technical Consultant Inc., CTCI.
Press relations: S. Gagneraud / G. Tourvieille
(Tél. +33 1 47 55 25 87)
internet.press@chq.alstom.com
Investor relations: E. Chatelain
(Tél. +33 1 47 55 25 33)
Investor.relations@chq.alstom.com
(This document is a free translation of the
original French version published on 3rd October 2003 in the
French legal newspaper "BALO", which is available upon request)
Société Anonyme with a share capital of €352,075,653.75
Head Office : 25, avenue Kléber - 75116 Paris
Registration number : 389 058 447 Paris
NOTICE OF MEETING
The shareholders of ALSTOM are convened on Friday 7 November 2003 at 9:00 a.m.
(Paris time), to participate in the Ordinary and Extraordinary Shareholder's
Meeting which will be held at the head office, 25 avenue Kléber - 75116 Paris,
on first notice of meeting to deliberate on the following agenda and proposed
resolutions.
AGENDA OF THE MEETING
Deliberating as an ordinary shareholders' meeting
- - Board of Directors' report.
- - Appointment of a new Director. (first resolution)
- - Authorisation to be granted to the Board of Directors to issue subordinated
bonds ("TSDD"), which would be subscribed by the French Republic, or by any
other entity controlled or guaranteed by it, subject to the adoption by this
Meeting of the third, fourth, fifth, sixth and seventh resolutions. (second
resolution)
Deliberating as an extraordinary shareholders' meeting
- - Board of Directors' report.
- - Special Auditors' reports.
- - Authorisation to be granted to the Board of Directors to issue and allocate,
free of charge, to shareholders warrants giving the right to purchase shares
which would be issued pursuant to the fourth resolution below, subject to the
adoption by this Meeting of the second, fourth, fifth, sixth and seventh
resolutions. (third resolution)
- - Authorisation to be granted to the Board of Directors to increase the share
capital by the issuance of shares with waiver of preferential subscription
rights, for the benefit of BNP PARIBAS, Crédit Agricole Indosuez, CLIFAP,
EZEPART, Crédit Industriel et Commercial, CDC Ixis -
Capital Markets, Natexis Bleichroeder S.A. and FINANPAR 17, subject to the
adoption by this Meeting of the second, third, fifth, sixth and seventh
resolutions. (fourth resolution)
- - Authorisation to be granted to the Board of Directors to issue bonds
mandatorily reimbursable with new shares of the Company ("ORA"), with the
maintenance of preferential subscription rights of the shareholders, subject
to the adoption by this Meeting of the second, third, fourth, sixth and
seventh resolutions. (fifth resolution)
- - Authorisation to be granted to the Board of Directors to issue subordinated
bonds reimbursable with shares ("TSDD RA"), with the waiver of the
preferential subscription rights of the shareholders for the benefit of the
French Republic, subject to the adoption by this Meeting of the second,
third, fourth, fifth and seventh resolutions. (sixth resolution)
- - Cancellation of the general delegation granted to the Board of Directors by
the shareholders at the meeting of 2 July 2003 in its thirteenth resolution,
subject to the adoption by this Meeting of the second, third, fourth, fifth
and sixth resolutions. (seventh resolution)
- - Authorisation to be granted to the Board of Directors to increase the share
capital by the issuance of shares reserved for members of a Company savings
plan. (eighth resolution)
- - Power to implement the decisions of the Shareholders' Meeting and to complete
the formalities. (ninth resolution).
- --------------------------------------------------------------------------------
Text of resolutions submitted to the Shareholders' Meeting
- --------------------------------------------------------------------------------
ORDINARY RESOLUTIONS
First resolution
(Appointment of a new director)
The shareholders, voting under the conditions of quorum and majority required
for Ordinary General Meetings, appoint Mr. James William Leng as director for a
duration of four years, until the end of the Ordinary General Meeting convened
to approve the accounts for the fiscal year ending 31 March 2007.
Second resolution
(Authorisation to be granted to the Board of Directors to issue subordinated
bonds ("TSDD"), which would be subscribed by the French Republic, or by any
other entity controlled or guaranteed by it, subject to the adoption by this
Meeting of the third, fourth, fifth, sixth and seventh resolutions)
The shareholders, voting under the conditions of quorum and majority required
for Ordinary General Meetings, having reviewed the report of the Board of
Directors, acting in accordance with the provisions of the French Code de
Commerce and, in particular, Articles L. 228-39 et seq.
and Article L. 213-5 of the French Code Moéetaire et Financier, and subject to
the adoption of the third, fourth, fifth, sixth and seventh resolutions hereby:
1. authorise the Board of Directors, for a period of one year from the date
of this Meeting, to proceed, in one or more times and whenever it thinks
appropriate, with the issuance of subordinated bonds (titres subordonnés à
durée déterminée) ("TSDD"), having the following principal
characteristics:
• the total nominal amount of the issuances of TSDDs shall not exceed
€200 million,
• the TSDDs may, where appropriate, be paid up by set-off against
certain, payable and due debts of the Company,
• the TSDDs will bear interest at a EURIBOR rate increased by a 5% annual
margin, of which 1.5% capitalised annually and payable in fine,
• the TSDDs will mature fifteen years after their issuance, the Board of
Directors, having the power to provide for early amortisation;
2. decide that this issuance of TSDDs will be reserved for the French
Republic or any other entity controlled or guaranteed by it;
3. decide that the Board of Directors will have all powers, with the right to
subdelegate in accordance with the provisions of the law and within the
limits provided for above, to implement this authorisation, and in
particular to:
• set the number of TSDDs to be issued, their nominal value and their
issue price, the dates and other characteristics and conditions of the
issuances, and method of payment of the TSDDs,
• set the terms in order to carry out the reimbursement of the TSDDs, at
maturity or where appropriate at an earlier date, the conditions of
their amortisation and, where appropriate, the repurchase or exchange
terms,
• more generally, to take all measures and conclude all agreements
necessary for the contemplated issuance(s), and
• proceed with all filings and publications as required.
EXTRAORDINARY RESOLUTIONS
Third resolution
(Authorisation to be granted to the Board of Directors to issue and allocate,
free of charge, to shareholders warrants giving the right to purchase shares
which would be issued pursuant to the fourth resolution below, subject to the
adoption by this Meeting of the second, fourth, fifth, sixth and seventh
resolutions)
The shareholders, voting under the conditions of quorum and majority required
for Extraordinary General Meetings, having reviewed the report of the Board of
Directors and the special report of the Statutory Auditors, acting in accordance
with the provisions of the French Code de Commerce, and in particular, Article
L. 228-91, and subject to the adoption of second, fourth, fifth, sixth and
seventh resolutions, hereby:
1. authorise the Board of Directors, for a period of one year from the date
of this Meeting, to proceed with the issuance and allocation, free of
charge, of warrants to shareholders giving the right to purchase shares of
the Company which would be issued pursuant to the fourth resolution;
2. decide that these warrants will have the following principal
characteristics:
• the allocation, free of charge, of these warrants giving the right to
purchase shares will be carried out for the benefit of the shareholders
of the Company, in proportion to the number of shares they hold,
• the unit acquisition price of one share upon exercise of warrants will
be €1.25,
• the total number of warrants giving the right to purchase the shares
issued pursuant to this resolution will give the right to purchase a
maximum aggregate number of 240 million shares to come from the
reserved issuance referred to in the fourth resolution,
• the exercise period of these warrants cannot exceed sixty days;
3. take note that each Bank subscribing to the reserved increase in share
capital pursuant to the fourth resolution below has undertaken that these
subscribed shares can be purchased at a price of €1.25 per share by the
holders of the warrants issued pursuant to this resolution, who exercise
the said warrants;
4. decide that the Board of Directors shall proceed with the issuance of
warrants as soon as possible and at the latest thirty days after the
issuance of shares pursuant to the fourth resolution;
5. decide that the Board of Directors shall have full powers, with the right
to subdelegate in accordance with the provisions of the law, and within
the limits provided for above, to implement this authorisation, and in
particular, to:
• set the issuance and allocation date of the warrants,
• fix the number of warrants allocated free of charge to shareholders, as
well as the exercise period and the exercise parity of the warrants,
• determine the other characteristics and conditions of the warrants,
• more generally, take all measures and conclude all agreements to allow
the exercise of the warrants by their holders,
• carry out, where necessary, all formalities in view of the listing on
the Premier Marché of Euronext Paris (and, where necessary, on any
other regulated market place) of the warrants giving the right to
purchase shares, issued pursuant to this authorisation, and
• proceed with all filings and publications as required.
Fourth resolution
(Authorisation to be granted to the Board of Directors to increase the share
capital by the issuance of shares with waiver of preferential subscription
rights of the shareholders, for the benefit of BNP PARIBAS, Crédit Agricole
Indosuez, CLIFAP, EZEPART, Crédit Industriel et Commercial, CDC Ixis Capital
Markets, Natexis Bleichroeder S.A. and FINANPAR 17, subject to the adoption by
this Meeting of the second, third, fifth, sixth and seventh resolutions)
The shareholders, voting under the conditions of the quorum and majority
required for Extraordinary General Meetings, having reviewed the report of the
Board of Directors and the special report of the Statutory Auditors, acting in
accordance with the provisions of the French Code de Commerce, and in
particular, Article L. 225-138, and subject to the adoption of the second,
third, fifth, sixth and seventh resolutions, hereby:
1. authorise the Board of Directors, for a period of one year from the date
of this Meeting, to increase the share capital by the issuance of shares
of the Company conferring the same rights as the existing shares except
the date at which they give rise to a dividend, for a maximum nominal
share capital increase of €300 million, corresponding to a maximum of 240
million shares with a nominal value of €1.25 each, to be subscribed either
in cash or by set-off against certain payable and due debts of the
Company;
2. decide to waive, for all the shares in the above paragraph 1, the
shareholders' preferential subscription rights for the benefit of the
legal entities which are listed below (collectively referred to as "the
Banks") that will each have the right to subscribe to a maximum number of
shares representing the maximum nominal amount of share capital increase
as indicated below opposite their names:
- --------------------------------------------------------------------------------
Banks Maximum nominal amount
(in €)
- --------------------------------------------------------------------------------
BNP PARIBAS 74 400 000
- --------------------------------------------------------------------------------
Crédit Agricole Indosuez 37 269 000
- --------------------------------------------------------------------------------
CLIFAP 23 331 000
- --------------------------------------------------------------------------------
EZEPART 51 000 000
- --------------------------------------------------------------------------------
Crédit Industriel et Commercial 51 000 000
- --------------------------------------------------------------------------------
CDC Ixis Capital Markets 27 000 000
- --------------------------------------------------------------------------------
Natexis Bleichroeder S.A. 24 000 000
- --------------------------------------------------------------------------------
FINANPAR 17 12 000 000
- --------------------------------------------------------------------------------
Total 300 000 000
- --------------------------------------------------------------------------------
3. decide that the unit issue price of the shares to be issued pursuant to
the above share capital increase will be €1.25, to be fully paid up at the
time of subscription;
4. take note that each Bank listed above has undertaken that the subscribed
shares can be purchased at a price of €1.25 per share, by the holders of
warrants referred to in the above third resolution, who exercise the said
warrants;
5. decide that the Board of Directors shall have full powers, with the right
to subdelegate in accordance with the provisions of the law, and within
the limits provided above, to implement this authorisation, and in
particular, to:
• set the dates, terms, and the conditions of issuance, the method and
conditions of payment, the date (which may be retroactive) at which
they give rise to a dividend,
• more generally, take all measures and conclude all agreements necessary
for the contemplated issuances,
• carry out, where necessary, all formalities in view of the listing on
the Premier Marché of Euronext Paris (and, on any other regulated
market place) of the shares issued pursuant to this authorisation, and
• record the completion of the increase in share capital, amend the
Articles of Association accordingly and proceed with all filings and
publications, as required.
Fifth resolution
(Authorisation to be granted to the Board of Directors to issue bonds
mandatorily reimbursable with new shares of the Company ("ORA"), with
maintenance of preferential subscription rights of the shareholders, subject to
the adoption by this Meeting of the second, third, fourth, sixth and seventh
resolutions)
The shareholders, voting under the conditions of quorum and majority required
for Extraordinary General Meetings, having examined the report of the Board of
Directors and the special report of the Statutory Auditors, and acting in
accordance with the provisions of the French Code de Commerce, in particular
Article L. 228-91, and subject to the adoption of the second, third, fourth,
sixth and seventh resolutions:
1. authorise the Board of Directors, for a period of one year from the date
of this Meeting, to issue, in one or more times, and whenever it thinks
appropriate, debt instruments, subordinated or not, in the form of bonds
mandatorily reimbursable with new shares (obligations remboursables en
actions) ("ORA") of the Company with the following principal
characteristics:
• the nominal amount of the issuance of bonds will not exceed €1 billion,
• the ORAs, where appropriate, may be paid up by set-off against certain,
payable and due debts of the Company,
• the unit issue price per ORA to be issued pursuant to the issuances
referred to above will be €1.40,
• the ORAs will bear interest at a rate of 2% per annum and will mature
on 31 December of the fifth year following their issuance,
• the ORAs will be mandatorily reimbursable with new shares of the
Company, each bond giving the right upon reimbursement to one share of
the Company with the
same rights as those attached to existing shares, except for the date
at which they give rise to a dividend,
• the aggregate nominal value of the share capital increase resulting
from the reimbursement in shares of all the ORAs may not exceed
€893,000,000, which may be increased, if necessary, by the nominal
value of shares to be issued to maintain the rights of the bondholders.
2. decide that the shareholders will, in accordance with the conditions set
out by law, have the benefit of a preferential right to subscribe on an
irreducible basis to ORAs that may be issued pursuant to this
authorisation. In addition, the Board of Directors will have the power to
grant the shareholders, in accordance with the conditions set out by law,
the right to subscribe on a reducible basis for a greater number of ORAs
than they may subscribe on an irreducible basis.
If subscriptions on an irreducible basis and, as the case may be, on a
reducible basis, do not account for the whole issuance, the Board of
Directors may, in accordance with the provisions of the law and in the
manner that it shall decide, exercise either one or more of the following
options:
• freely allot all or part of the ORAs which have not been subscribed to
by the shareholders to the persons of its choice,
• offer to the public, on the French or international markets, all or
part of the ORAs that have not been subscribed to by the shareholders.
3. acknowledge that this authorisation automatically entails for the benefit
of the holders of the ORAs, the waiver by shareholders of their
preferential right to subscribe to the shares that will be issued in
reimbursement of the ORAs;
4. decide that the Board of Directors will have all powers to implement this
authorisation, with the right to subdelegate, within the limits of the law
and the limits above, and in particular to:
• set the dates, other characteristics and conditions of the issuances,
as well as the method pursuant to which the ORAs will be paid up,
• determine, in particular, whether the bonds are subordinated or not,
the conditions for their reimbursement, the terms of the reimbursement
of the bonds according to market conditions and, where applicable, the
conditions for the repurchase and exchange of the bonds,
• set the date (which may be retroactive) at which the shares created
upon reimbursement of the bonds will give right to a dividend,
• suspend, if necessary and for a maximum period of three months, the
exercise of the rights attached to the ORAs,
• set, the methods by which the rights of the holders of ORAs will be
maintained,
• take generally all useful measures and conclude all agreements
necessary for the contemplated issuances,
• where appropriate, take all measures to have the securities issued
pursuant to this autorisation admitted for trading on the Premier
Marché of Euronext Paris (and, where appropriate, on any other
regulated market place), and
• record the completion of increases in share capital resulting from the
reimbursement in shares of the ORAs, amend the Articles of Association
accordingly and carry out all filings and publications as required.
Sixth resolution
(Authorisation to be granted to the Board of Directors to issue subordinated
bonds reimbursable with shares ("TSDD RA"), with the waiver of preferential
subscription rights of the shareholders for the benefit of the French Republic,
subject to the adoption by this Meeting of the second, third, fourth, fifth and
seventh resolutions)
The Shareholders, voting under the conditions of quorum and majority required
for Extraordinary General Meetings, having examined the report of the Board of
Directors and the special report of the Statutory Auditors, in accordance with
the provisions of the French Code de Commerce, in particular Article L. 228-91,
and subject to the approval of the second, third, fourth, fifth and seventh
resolutions:
1. authorise the Board of Directors, for a period of one year from the date
of this Meeting, to proceed, in one or more times and whenever it thinks
appropriate, with the issuance of the subordinated bonds reimbursable with
shares (titres subordonnés à durée determinée remboursables en actions)
("TSDD RA"), having the following characteristics:
• the total nominal amount of issues of TSDD RAs will not exceed
€300,000,000,
• the TSDD RAs may, where appropriate, be paid up by set off against
certain, payable and due debts of the Company,
• the unit issue price of the TSDD RA to be issued pursuant to the
issuances referred to above will be €1.25,
• the TSDD RAs will be automatically reimbursed in shares of the Company,
each TSDD RA giving the right to reimbursement with one Company share
conferring the same rights as existing shares except the date at which
they give right to a dividend, subject to obtaining a decision from the
European Commission declaring that the subscription by the French
Republic to TSDD RAs issued by the Company and their reimbursement in
shares constitutes aid compatible with the common market or does not
constitute State aid, the detailed terms of this reimbursement to be
determined by the Board of Directors, with the right of sub-delegation
in accordance with the provision of the law,
• the TSDD RAs will be reimbursed in cash, in the circumstances and
according to the terms which will be determined by the Board of
Directors with the right of sub-delegation in accordance with the
provisions of the law,
• the TSDD RAs will have a duration of twenty years as from their
subscription date,
• the TSDD RAs will bear interest at a rate of 2% per annum until the
European Commission's decision; however, in case of a decision by the
European Commission refusing the reimbursement in shares, the
applicable rate will become, without retroactivity, a EURIBOR rate
increased by a 5% margin per annum, of which 1.5% annually capitalised
and payable in fine,
• the aggregate nominal amount of the increase in capital, which may
result from the reimbursement in shares of all the TSDD RAs shall not
exceed €300,000,000, to which will be added, where appropriate, the
nominal amount of shares to be issued to maintain the rights of the
holders of TSDD RAs.
2. decide to waive for all of the TSDD RAs which may be issued, the
shareholders' preferential subscription right for the benefit of the
French Republic;
3. acknowledge that this authorisation automatically implies, for the benefit
of the holders of TSDD RAs, the waiver by the shareholders of their
preferential right to subscribe the shares which will be issued in
reimbursement of the TSDD RAs;
4. decide that the Board of Directors will have all powers, with the right to
sub-delegate in accordance with the provisions of the law, and within the
limits described above, to implement this authorisation and in particular
to:
• set the dates, and other characteristics and conditions of issuance, as
well as the payment terms of the TSDD RAs, and in particular
- set the detailed conditions of the reimbursement in shares of the
TSDD RAs,
- set the circumstances and conditions for the payment in cash of the
TSDD RAs at maturity or earlier,
- set the other terms and conditions for the payment and redemption of
TSDD RAs in accordance with market conditions and, where
appropriate, the conditions for their repurchase or exchange,
- set the date (even retroactive) at which the shares issued for the
reimbursement of the TSDD RAs will give right to a dividend,
- set the conditions under which the rights of the TSDD RA holders
will be maintained,
• suspend, where appropriate, and for a maximum period of three months,
the exercise of the rights attached to the TSDD RAs,
• take generally all useful measures and conclude all agreements
necessary for the contemplated issuances,
• where applicable, take all measures related to the listing on the
Premier Marché of Euronext Paris (and, where appropriate, on any other
regulated market) of the shares to be issued in reimbursement of the
TSDD RAs issued pursuant to the present delegation,
• record the completion of increase(s) in capital, amend the Articles of
Association accordingly and proceed with all filings and publications,
as required.
Seventh resolution
(Cancellation of the general delegation granted to the Board of Directors by the
shareholders at the Meeting of 2 July 2003 in its thirteenth resolution, subject
to the adoption by this Meeting of the second, third, fourth, fifth and sixth
resolutions)
The shareholders, voting under the conditions of quorum and majority required
for Extraordinary General Meetings, having reviewed the report of the Board of
Directors, acting in accordance with the provisions of the French Code de
Commerce, in particular Article L. 225-129, and subject to the adoption of the
second, third, fourth, fifth and sixth resolutions, decide to cancel the general
delegation granted by the Ordinary and Extraordinary Shareholders' Meeting of 2
July 2003 in its thirteenth resolution.
Eighth resolution
(Authorisation to be granted to the Board of Directors to increase the share
capital by the issuance of shares reserved for members of a Company savings
plan)
The shareholders, voting under the conditions of quorum and majority required
for Extraordinary General Meetings, having examined the report of the Board of
Directors and the special report of the Statutory Auditors, in accordance with,
the provisions of Article L. 443-1 et seq. of the French Code du Travail and the
French Code de Commerce, in particular Article L. 225-138:
1. authorise the Board of Directors for a period of twenty-six months from
the date of this Meeting, to increase the share capital, in one or more
times, by an aggregate nominal amount of €35,200,000, through the
issuances, in euros, of new shares and/or other securities giving access
to the Company's share capital, reserved for the members of a savings plan
of the Company and/or of its affiliated French or foreign companies and
economic interest groups (related to it within the meaning of Article L.
233-16 and L. 225-180 of the French Code de Commerce). This decision will
result in the express waiver by the shareholders of their preferential
subscription rights in favour of the beneficiaries to whom the issue is
reserved;
2. decide that the issue price of the new shares issued pursuant to this
authorisation shall not be lower by more than 20% of the average of the
first Company share prices during the twenty trading days preceding the
decision determining the date of the beginning of the subscription period,
or higher than such average price; the characteristics of the other
securities giving access to the Company's share capital shall be
determined by the Board of Directors in the conditions fixed by the rules
and regulations;
3. decide that the Board of Directors may provide for the free allocation of
shares or other securities giving access to the Company's share capital,
within the limits of the provisions of Article L. 443-5 of the French Code
du Travail;
4. decide that the Board of Directors will have full powers, with the right
to subdelegate such powers within the limits of the law, to implement this
authorisation within the limits and under the conditions mentioned above,
and in particular to:
• determine the companies whose employees and executive officers, as the
case may be, may participate in the issues,
• fix all the conditions that must be met by the beneficiaries,
• fix the terms and conditions of each issue and in particular the amount
and the terms of the securities to be issued, the issue price, the date
(which may be retroactive) from which the shares will bear dividends,
the method and schedule of payment of the issue price, the subscription
period,
• record the completion of the share capital increases in accordance with
the amount of shares which are actually subscribed and amend the
Articles of Association accordingly,
• enter into any agreements, carry out, directly or by proxy, any
operations and formalities,
• offset expenses against the amount of the premiums if the need arises,
• take any measures for the completion of the issuances, carry out all
the formalities following the capital increases and generally do
whatever is necessary.
5. decide that this authorisation cancels the authorisation granted to the
Board of Directors by the Ordinary and Extraordinary Shareholders' Meeting
of 2 July 2003 in its fourteenth resolution.
Ninth resolution
(Power to implement the decisions of the Shareholders' Meeting and to complete
the formalities)
The shareholders, voting under the conditions of quorum and majority required
for Extraordinary General Meetings, hereby give full power to the holder of an
original, a copy or an extract of the minutes of this Meeting for the purposes
of accomplishing all legal or administrative formalities and to proceed with all
required filings and publications.
* *
*
Requests for inclusion of additional resolutions in the Agenda of the meeting by
shareholders fulfilling the requirements of Article 128 of the decree of 23
March 1967, must, in accordance with the law, be sent to the Company
headquarters, by recorded mail within 10 days from the date of this publication.
Every shareholder, irrespective of the number of shares held, has the right to
attend the shareholders' meeting. A shareholder can be represented at the
meeting either by his/her spouse or another shareholder.
In order to attend the shareholders' meeting, to vote by mail or by proxy,
holders of registered shares must be registered in the Company's register at
least one day prior to the date of the meeting. Such shareholders are not
required to fulfil any formalities and will be admitted to the meeting upon
proof of their identity.
Holders of bearer shares must obtain, at least one day prior to the meeting, a
bearer share blocking certificate from the authorised financial intermediary
with whom his/her shares are deposited, indicating that the shares are blocked
until the completion of the meeting. In addition, such holders of bearer shares
may request a voting form from this financial intermediary in order to vote by
mail or by proxy.
The bearer share blocking certificate and the voting form should be sent to BNP
Paribas Securities Services - GIS Emetteurs, les Collines de l'Arche, 92057 La
Défense Cedex.
Votes by mail will only be valid if the correctly completed voting forms are
received by the above-mentioned bank or by the Company, at least three days
prior to the date of the meeting.
The Board of Directors.
(This document is a free translation of the
original French version published on 20 October 2003 in the
French legal newspaper "BALO", which is available upon request)
ALSTOM
Société anonyme with capital of €352,075,653.75
25, Avenue Klebér - 75116 Paris (France)
www.alstom.com
389 058 447 RCS PARIS
NOTICE OF MEETING
The shareholders of ALSTOM are convened on Friday 7 November 2003 at 9:00 a.m.
(Paris time), to participate in the Ordinary and Extraordinary Shareholder's
Meeting which will be held at the head office, 25 avenue Kléber - 75116 Paris,
on first notice of meeting to deliberate on the following agenda and proposed
resolutions.
However in the likely event that the quorum requirement is not met on that date,
the General Meeting will be held on second notice, on Tuesday 18 November 2003
at 2 p.m. (Paris time), at Espace Grande Arche - 1 Parvis de la Défense - 92050
Paris la Défense (France), to deliberate on the following agenda :
AGENDA OF THE MEETING
Deliberating as an ordinary shareholders' meeting
- - Board of Directors' report.
- - Appointment of a new Director. (first resolution)
- - Authorisation to be granted to the Board of Directors to issue subordinated
bonds ("TSDD"), which would be subscribed by the French Republic, or by any
other entity controlled or guaranteed by it, subject to the adoption by this
Meeting of the third, fourth, fifth, sixth and seventh resolutions. (second
resolution)
Deliberating as an extraordinary shareholders' meeting
- - Board of Directors' report.
- - Special Auditors' reports.
- - Authorisation to be granted to the Board of Directors to issue and allocate,
free of charge, to shareholders warrants giving the right to purchase shares
which would be issued pursuant to the fourth resolution below, subject to the
adoption by this Meeting of the second, fourth, fifth, sixth and seventh
resolutions. (third resolution)
- - Authorisation to be granted to the Board of Directors to increase the share
capital by the issuance of shares with waiver of preferential subscription
rights, for the benefit of BNP PARIBAS, Crédit Agricole Indosuez, CLIFAP,
EZEPART, Crédit Industriel et Commercial, CDC Ixis Capital Markets, Natexis
Bleichroeder S.A. and FINANPAR 17, subject to the adoption by this Meeting of
the second, third, fifth, sixth and seventh resolutions. (fourth resolution)
- - Authorisation to be granted to the Board of Directors to issue bonds
mandatorily reimbursable with new shares of the Company ("ORA"), with the
maintenance of preferential subscription rights of the shareholders, subject
to the adoption by this Meeting of the second, third, fourth, sixth and
seventh resolutions. (fifth resolution)
- - Authorisation to be granted to the Board of Directors to issue subordinated
bonds reimbursable with shares ("TSDD RA"), with the waiver of the
preferential subscription rights of the shareholders for the benefit of the
French Republic, subject to the adoption by this Meeting of the second,
third, fourth, fifth and seventh resolutions. (sixth resolution)
- - Cancellation of the general delegation granted to the Board of Directors by
the shareholders at the meeting of 2 July 2003 in its thirteenth resolution,
subject to the adoption by this Meeting of the second, third, fourth, fifth
and sixth resolutions. (seventh resolution)
- - Authorisation to be granted to the Board of Directors to increase the share
capital by the issuance of shares reserved for members of a Company savings
plan. (eighth resolution)
- - Power to implement the decisions of the Shareholders' Meeting and to complete
the formalities. (ninth resolution).
* *
*
The text of resolutions submitted to the Shareholders' meeting are set-out in
the preliminary notice of meeting which has been published in the French legal
newspaper BALO (Bulletin des Annonces Légales Obligatoires), on 3 October
2003 , n° 119, page 20539.
Every shareholder, irrespective of the number of shares held, has the right to
attend the shareholders' meeting. A shareholder can only be represented at the
meeting either by his/her spouse or another shareholder.
In order to attend the shareholders' meeting, to vote by mail or by proxy,
holders of registered shares must be registered in the Company's register at
least one day prior to the date of the meeting. Such shareholders are not
required to fulfil any formalities and will be admitted to the meeting upon
proof of their identity.
Holders of bearer shares must obtain, at least one day prior to the meeting, a
bearer share blocking certificate from the authorised financial intermediary
with whom his/her shares are deposited, indicating that his/her shares are
blocked until completion of the meeting in accordance with applicable law and
regulations.
In addition, such holders of bearer shares may request a voting form from this
financial intermediary in order to vote by mail or by proxy.
The bearer share blocking certificate and the voting form should be sent to BNP
Paribas Securities Services - GIS Emetteurs, les Collines de l'Arche, 92057 La
Défense Cedex.
Votes by mail will only be valid if the correctly completed voting forms are
received by the above-mentioned bank or by the Company, at least three days
prior to the date of the meeting.
In this Annual General Meeting, shareholders voting by means of electronic
telecommunication has not been implemented and no specific site (as provided for
in article 119 of the French Decree n° 67-236) will be created for this purpose.
As provided by law, all documents that must be communicated to the Annual
General Meeting are available at the company's head office.
The Board of Directors.
Summary
1 Agenda of the Shareholders' Meeting p. 3
2 How to participate in the Meeting p. 4
3 Presentation of the resolutions p. 6
4 Text of the resolutions p. 16
5 Summary of activity p. 23
6 Five-year summary (Statutory accounts) p. 26
7 Request for documents and information p. 27
The shareholders of ALSTOM are invited by the Board of Directors to participate
in the Ordinary and Extraordinary Shareholders' Meeting which will be held on:
Tuesday 18 November 2003 at 2.00 p.m.*
at Espace Grande Arche - 1 Parvis de la Défense
92050 PARIS - La Défense (France)
The agenda, the proposed resolutions of this Meeting, as well as the terms and
conditions for participation at the meeting are contained in this Notice.
* In accordance with the law, the General Meeting is convened on first notice,
on Friday 7 November 2003, at 9.00 a.m., at the Company's registered office -
25, avenue Kléber, - 75116 Paris. However, in the likely event that the quorum
requirement is not met on that date, the General Meeting will be held on second
notice, on Tuesday 18 November 2003, at 2.00 p.m., at Espace Grande Arche - 1
Parvis de la Défense - 92050 Paris la Défense (France).
ALSTOM
Société anonyme with capital of €352,075,653.75
25, avenue Kléber - 75116 PARIS (France)
www.alstom.com
389 058 447 RCS PARIS
- --------------------------------------------------------------------------------
This document is a free translation of the official French version of the Notice
of Meeting which is available upon request.
- --------------------------------------------------------------------------------
1
Agenda of the Shareholders' Meeting
DELIBERATING AS AN ORDINARY S.A. and FINANPAR 17, subject to
SHAREHOLDERS' MEETING the adoption by this Meeting of
• Board of Directors' report. the second, third, fifth, sixth
• Appointment of a new Director. and seventh resolutions. (fourth
(first resolution) resolution)
• Authorisation to be granted to • Authorisation to be granted to
the Board of Directors to the Board of Directors to issue
issue subordinated bonds bonds mandatorily reimbursable
("TSDD"), which would be with new shares of the Company
subscribed by the French ("ORA"), with maintenance of
Republic, or by any other preferential subscription rights
entity controlled or of the shareholders, subject to
guaranteed by it, subject to the adoption by this Meeting of
the adoption by this Meeting the second, third, fourth, sixth
of the third, fourth, fifth, and seventh resolutions. (fifth
sixth and seventh resolutions. resolution)
(second resolution) • Authorisation to be granted to
the Board of Directors to issue
DELIBERATING AS AN EXTRAORDINARY subordinated bonds reimbursable
SHAREHOLDERS' MEETING with shares ("TSDD RA"), with
the waiver of the preferential
• Board of Directors' report. subscription rights of the
• Special Auditors' reports. shareholders, for the benefit of
• Authorisation to be granted to the French Republic, subject to
the Board of Directors to the adoption by this Meeting of
issue and allocate, free of the second, third, fourth, fifth
charge, to shareholders and seventh resolutions. (sixth
warrants giving the right to resolution)
purchase shares which would be • Cancellation of the general
issued pursuant to the fourth delegation granted to the Board
resolution below, subject to of Directors by the shareholders
the adoption by this Meeting at the Meeting of 2 July 2003 in
of the second, fourth, fifth, its thirteenth resolution,
sixth and seventh resolutions. subject to the adoption by this
(third resolution) Meeting of the second, third,
• Authorisation to be granted to fourth, fifth and sixth
the Board of Directors to resolutions. (seventh resolution)
increase the share capital by • Authorisation to be granted to
the issuance of shares with the Board of Directors to
waiver of preferential increase the share capital by
subscription rights, for the the issuance of shares reserved
benefit of BNP PARIBAS, Crédit for members of a Company savings
Agricole Indosuez, CLIFAP, plan. (eighth resolution)
EZEPART, Crédit Industriel et • Power to implement the decisions
Commercial, CDC Ixis Capital of the Shareholders' Meeting and
Markets, Natexis Bleichroeder to complete the formalities.
(ninth resolution)
2
How to participate in the Meeting
Should you wish to vote at the Meeting either in person, by mail or by proxy, we
hereby request that you return the enclosed voting form as soon as possible to
the financial institution which maintains your share account in order to allow
the centralizing bank to collect all of the forms, by no later than 4 November
2003, for first notice, and 15 November 2003, for second notice.
2 How to participate in the Meeting
CONDITIONS NECESSARY TO Shareholders holding their shares
PARTICIPATE IN THE MEETING in bearer form may obtain the
said voting form from BNP Paribas
Each shareholder may attend the Securities Services as from the
Meeting in person, authorise date on which the Meeting is
another shareholder or his spouse convened, by sending a request in
to represent him or her at the writing.This request must be
meeting, or vote by mail. received by BNP Paribas
Securities Services -
To attend this Meeting in person, GIS-Emetteurs - Les Collines de
be represented or vote by mail, l'Arche - 92057 La Défense Cédex,
you must provide proof of France, at least six days before
ownership: the date of this Meeting.
• if you are an owner of In order to be taken into
registered shares (meaning that account, such voting forms must
your shares are registered in be received by BNP Paribas
your name in ALSTOM's share Securities Services, duly
register maintained by BNP completed, at least three days
Paribas Securities Services), prior to the date of the Meeting.
you must be registered in the
register held by BNP Paribas Voting forms sent by owners of
Securities Services on behalf bearer shares must be accompanied
of ALSTOM, at the latest one by an Attestation
day before the date of the d'immobilisation (Bearer Share
Meeting and until completion of Blocking Certificate) provided by
the Meeting; the financial intermediary with
• if you are an owner of bearer whom your shares are deposited.
shares, you must obtain from
the authorised financial Once a registered shareholder has
intermediary (intermédiaire voted by mail, he or she is no
habilité) with whom you have longer permitted to attend the
deposited your shares, a Meeting in person or to vote by
certificate indicating the proxy.
number of shares owned by you
and that such shares are not • If you wish to be represented
transferable (Attestation at the meeting
d'immobilisation) (Bearer Share (vote by proxy):
Blocking Certificate), at the You should complete the attached
latest one day before the date voting form and send it (duly
of the Meeting, and evidence signed and dated in the box at
the non transfer of your shares the bottom) either to BNP Paribas
until the completion of the Securities Services (if your
meeting. shares are registered shares) in
the attached envelope or to your
METHOD FOR PARTICIPATING financial intermediary holding
your shares (if your shares are
• If you wish to attend in person: bearer shares) who will in turn
You should apply for an attendance forward it to the centralising
card (carte d'admission), which is bank.
required to be able to attend and
vote at the Meeting. To obtain This voting form (which includes
this attendance card, you should on the reverse side the
cross the box A of the attached instructions for completion)
voting form (the single form enables you:
attached to the present Notice of
Meeting) and send it (duly signed • to give your proxy to the
and dated in the box at the Chairman of the Meeting by
bottom), as early as possible to dating and signing the voting
receive the card in due time: form, in which case the
Chairman will vote your shares
• to BNP Paribas Securities in favour of all the draft
Services if you are an owner of resolutions proposed or agreed
registered shares (as defined by the Board of Directors and
above); against all others;
• to your financial intermediary • to be represented by your
holding your shares, if you are spouse or another shareholder,
an owner of bearer shares. by crossing box B and the box
corresponding to option 3 (and
• If you wish to vote by mail, giving all the information
resolution by resolution: required).
You should also send, as indicated
above depending on the nature of A shareholder is not permitted to
your shares (registered or bearer return a voting form requesting
form), the attached voting form to vote both by mail and by proxy.
duly signed, after having crossed
box B and completed the section Whatever your choice, please date
corresponding to option 1. and sign the voting form.
3
Presentation of the resolutions
submitted to the Shareholders' Meeting
We submit for your approval the initially contemplated and has
resolutions on the agenda that led us to review ALSTOM's
fall within the framework of the financing agreement in
financing agreement announced on 6 conjunction with the Commission,
August 2003 with the Company's the French Republic and the banks
banks to which the French Republic party to this agreement.
is also a party, as modified and
completed by the amendment whose The main features of the revised
signature was announced on 22 financing agreement are detailed
September 2003. as follows:
At the General Shareholders' Strengthening
Meeting of 2 July 2003, it was of the Group's In millions
noted that one of the equity and quasi equity: of euros
preconditions to proceeding with - Capital increase* 300
the then contemplated capital --------------------------------------
increase would be the refinancing - Issue of bonds 900**
of the Group's debt facilities mandatorily reimbursable
maturing in the first half of with shares ("ORAs")
2004. Within this context, we --------------------------------------
announced on 6 August 2003, the
conclusion of a financing Long term instruments
agreement secured with more than --------------------------------------
thirty of our banks and the French - Issue of subordinated 300
Republic in order to substantially bonds mandatorily
increase the Group's shareholders' reimbursable with
equity, enable it to repay its shares ("TSDD RA"),
debt facilities, while providing reserved for the French
adequate short and medium term Republic, (twenty-year
liquidity, and also ensure it has maturity)***
the contract bonding capacity -------------------------------------
necessary for its activity. This - Issue of subordinated 200
agreement includes commitments bonds ("TSDD"), reserved
from the French Republic, given for the French Republic
the potential impact of ALSTOM's or an entity controlled
situation in the industrial, or guaranteed by the
social and financial domains French Republic (fifteen-
across a number of countries, year maturity)
particularly in Europe. -------------------------------------
Part of this plan was implemented Medium-term loans
when a bank syndicate signed a -------------------------------------
guarantee facility of €3.5 billion Subordinated loan 300
at the end of August 2003, which from the French Republic
makes available to the Group (five-year maturity)
guarantees provided by the banks -------------------------------------
that are counterguaranteed in part Subordinated loans 1,200**
by the French Republic (at a level granted by a bank
of 65%). These bank guarantees are syndicate (five-year
essential in order to obtain and maturity)
perform new commercial agreements. -------------------------------------
3,200
In a press release dated 17 =====================================
September 2003, the European * reserved for certain banks and
Commission (the "Commission") combined with the issue and
announced its decision in allocation, free of charge, to
principle to adopt and implement shareholders of warrants to
its injunction to suspend no later purchase the shares thus issued
than 22 September 2003, unless ** the amount of the ORAs may be
French authorities publicly increased to €1 billion and the
undertook not to implement amount of the subordinated loans
measures that will automatically limited to €1,100 million
implicate in an irreversible ***immediately reimbursable with
manner the French Republic's shares in the event of the
participation in the ALSTOM European Commission's approval
Group's capital, without prior
approval from the Commission The implementation of this financ-
according to European regul- ing package will, in particular,
ations concerning State aid. enable ALSTOM to repay the €550
This decision made it impossible million of outstanding bonds matur-
to implement the agreement as ing in February 2004 and the
€1,250 million revolving credit
facility maturing in April 2004.
3 Presentation of the resolutions submitted to the Shareholders' Meeting
The short term credit facilities and by the allocation, free of
made available to ALSTOM are charge, to all the Company's
increased to €1.5 billion, of shareholders of warrants giving
which €1.2 billion are provided by their holders the right to
the French Republic. They cover purchase, at a unit price of
its cash flow requirements until €1.25 per share, the Company's
the full implementation of the new shares subscribed by the
financing plan. financial institutions in the
framework of the aforementioned
Following the reimbursement of the capital increase, these financial
ORAs with shares with the institutions undertaking that the
maintenance of preferential shares thus subscribed may be
subscription rights and the purchased at a unit price of
reimbursement of the TSDD RAs €1.25 by the holders exercising
reserved for the French Republic these warrants to acquire shares.
(if such reimbursement is
authorised by the Commission) by Two new resolutions are proposed
one share for one ORA or one TSDD to you in order, on the one hand,
RA as the case may be, as well as to authorise the issue of
the completion of the capital subordinated bonds with a fixed
increase, the French Republic duration of fifteen years and, on
would hold 16.25% of the Company's the other hand, the issue of
share capital. subordinated bonds reimbursable
with shares ("TSDD RA") enabling
On 22 September 2003 your Board of the French Republic to
Directors approved this completed participate in the Company's
and revised agreement which aims share capital, in the event of a
to satisfy ALSTOM's financial favourable decision by the
needs and complies with the Commission.
Commission's requirements.
Finally, the resolution
Bearing in mind the need to adapt originally contemplated with a
the resolutions originally view to the issue of bonds
proposed, the same Board of mandatorily reimbursable with
Directors meeting decided to shares ("ORA") has not been
adjourn the Ordinary and amended.
Extraordinary General Meeting of
Shareholders called on second The resolutions submitted for
notice for 24 September 2003, and your vote are indispensable for
to call a new General Meeting for the implementation of ALSTOM's
7 November 2003 on first notice, financing plan, as amended and
and in the event the quorum is not completed, and form an
met at that date, for 18 November indivisible whole.
2003 on second notice. The purpose
of this Meeting is to deliberate DELIBERATING AS AN ORDINARY
on the agenda and the amended SHAREHOLDERS' MEETING
resolutions presented hereafter.
First resolution
The capital increase originally We remind you that Sir William
contemplated, providing for the Purves resigned from his position
issue of shares with maintenance as Director of the Company on 28
of preferential subscription July 2003. It is proposed to you
rights of the shareholders for a in the first resolution to
total nominal amount of €300 complete the number of members of
million, has been revised from a your Board of Directors by
technical point of view in order appointing a new Director, Mr.
to both reserve the right for James William Leng, for a
shareholders to acquire shares in duration of four years, i.e.
a preferential manner for a longer until the end of the Ordinary
period than that which they would General Meeting of Shareholders
have had in the capital increase called to approve the accounts
with preferential subscription for the fiscal year ending 31
rights originally contemplated and March 2007.
enable the Company's shareholders'
equity to be increased as soon as Second resolution
possible. It is proposed to you in the
second resolution to delegate to
This capital increase would now be your Board of Directors, for a
carried out by a capital increase period of one year from the date
of a total nominal amount of €300 of this General Meeting, the
million subscribed by certain necessary powers to proceed with
financial institutions at a the issues of subordinated bonds
price of €1.25 per share, ("TSDD"), within the limit of
an aggregate nominal amount
3 Presentation of the resolutions submitted to the Shareholders' Meeting
of €200 million. These issues of by the holders of warrants who
TSDDs would be reserved in their exercise the said warrants.
entirety for the French Republic
or for any other entity controlled The third and fourth resolutions
or guaranteed by it. are therefore indivisible and
form part of the same capital
The completion of the issuance of increase operation for a total
TSDDs, as well as the terms nominal amount of €300 million.
according to which your As previously indicated, the
authorisation is requested, make capital increase with maintenance
up an integral part of the of the shareholders' preferential
financing plan described above. subscription rights originally
contemplated has been adapted in
The principal characteristics of order to both reserve for
these bonds would be as follows: shareholders the right to
• total nominal amount of the purchase in a preferential manner
issues of TSDDs may not exceed the Company's shares for a longer
€200 million, period than that which would have
• the TSDD would, where been available to them during the
appropriate, be paid up by capital increase with
setoff against certain, payable preferential subscription rights
and due debts of the Company, and allow the Company's
• the TSDDs would bear interest shareholders' equity to be
at a EURIBOR rate increased by increased as soon as possible.
a margin of 5% per annum, of
which 1.5% is capitalised The method for exercising the
annually and payable in fine, warrants and the Banks'
• the TSDDs would mature fifteen undertaking referred to above
years after their issuance, the enabling holders of warrants to
Board of Directors being able purchase shares at the unit price
to provide for cases of early of €1.25 will be formalised by
amortisation. various contracts to which the
Company will be a party.
Finally, we also ask you to grant
to the Board of Directors all These warrants would have the
powers, with the right to following principal
subdelegate in the conditions set characteristics:
out by the law, and in the limits
set out above, to implement this • they would give the right to
authorisation. purchase the Company's shares
at the price of €1.25 per
This authorisation is subject to share, i.e. at a price
the adoption by this Meeting of identical to the subscription
the third, fourth, fifth, sixth price of the shares by the
and seventh resolutions, as the Banks pursuant to the fourth
financing agreement constitutes an resolution,
indissociable whole. • the allocation, free of
charge, of these warrants to
DELIBERATING AS AN EXTRAORDINARY purchase shares would be
SHAREHOLDERS' MEETING carried out in favour of the
Company's shareholders in
Third resolution proportion to the number of
It is next proposed to you in the shares they hold,
third resolution to delegate to • the maximum number of shares
your Board of Directors, for a which may be purchased upon
period of one year from the date the exercise of the warrants
of this General Meeting, the would be 240 million shares,
necessary powers to proceed with • the exercise period of the
the issuance and allocation of warrants cannot exceed sixty
warrants, free of charge, to days.
shareholders giving the right to
purchase, at the price of €1.25 The number of warrants necessary
per share, shares which would be for the purchase of one share of
issued pursuant to the fourth the Company would be determined
resolution described below and by your Board of Directors.
subscribed by the financial
institutions identified in that As from their issuance, these
resolution (collectively referred warrants to purchase shares of
to as the "Banks"), the said Banks the Company would be admitted for
having undertaken that the shares trading on the Premier Marché of
thus subscribed may be purchased Euronext Paris and tradable
at the price of €1.25 per share, throughout the exercise period.
3 Presentation of the resolutions submitted to the Shareholders' Meeting
If you approve this resolution, as The impact of this issuance on
indicated above, the free issuance the shareholders' situation and
of these warrants to purchase the market value is presented
shares would be carried out hereafter.
exclusively for the benefit of the
shareholders of the Company, each You are requested to waive the
of the Banks having declared that preferential subscription rights
it would waive the right to for all of the shares that would
receive the warrants to which the be issued pursuant to this
said shares would give the right. authorisation for the benefit of
the legal entities listed below
Finally, we also ask you to grant (collectively referred to as "the
to the Board of Directors all Banks") that will each have the
powers, with the right to right to subscribe to the maximum
subdelegate, within the conditions number of shares representing the
provided by the law and within the maximum nominal amount of capital
limits provided above, to increase indicated below:
implement the authorisation
described above. Banks Maximum nominal amount
(in €)
This authorisation is subject to BNP PARIBAS 74,400,000
the adoption by this Meeting of Crédit Agricole
the second, fourth, fifth, sixth Indosuez 37,269,000
and seventh resolutions as the CLIFAP 23,331,000
financing agreement constitutes an EZEPART 51,000,000
indissociable whole. Crédit Industriel
et Commercial 51,000,000
Fourth resolution CDC Ixis
The purpose of this resolution is Capital Markets 27,000,000
to authorise your Board of Natexis
Directors to proceed with the Bleichroeder S.A. 24,000,000
issue of shares which may be FINANPAR 17 12,000,000
purchased by the holders of Total 300,000,000
warrants issued pursuant to the
third resolution described above As previously indicated, the
who exercise the said warrants. Banks have undertaken with
respect to the Company that the
Consequently, it is proposed to shares that they would subscribe
you in the fourth resolution to in the framework of this capital
delegate to your Board of increase may be purchased at the
Directors, for a period of one price of €1.25 per share by the
year from the date of this General holders of warrants that would be
Meeting, the necessary powers to issued pursuant to the third
proceed with the issuance of resolution described above, who
shares of the Company, with a exercise their warrants to
waiver of the shareholders' purchase shares.
preferential subscription rights,
up to an aggregate maximum nominal Moreover, each Bank has declared
amount of €300 million, i.e. a that it would waive:
maximum of 240 million shares with
a nominal value of €1.25 each, • the warrants to purchase
representing approximately 85% of shares which would be issued
your Company's share capital as of pursuant to the third
22 September 2003 (excluding resolution described above,
adjustments necessary to maintain and
the rights of holders of • the preferential subscription
securities giving future access to rights to the ORAs referred to
a portion of the share capital). in the fifth resolution below,
The subscription price of €1.25 to which it would be entitled in
per share, i.e. the nominal value respect of the shares that it
of the share, is justified by the would subscribe pursuant to this
specificity of the Company's fourth resolution in the event
situation and the technical the capital increase takes place
methods contemplated for this before the issue of the warrants
capital increase as well as by the and the ORAs.
undertakings agreed upon by the
French Republic in the framework We inform you that those Banks
of the financing plan. that would otherwise be
shareholders of the Company will
3 Presentation of the resolutions submitted to the Shareholders' Meeting
not be able to take part in the resolutions respectively (i.e.
vote on this resolution. €1.25), increased by a
premium calculated on the basis of
You are also requested to grant the 2% dividend.
the Board of Directors all powers,
with the right to subdelegate In the event that the Board of
within the conditions provided by Directors makes use of this
law, and within the limits authorisation, it will have the
provided above, to implement this power to grant the shareholders,
authorisation. in accordance with the conditions
set out by law, the right to
This authorisation is subject to subscribe on a reducible basis to
the adoption by this Meeting of a greater number of ORAs than
the second, third, fifth, sixth they may subscribe on an
and seventh resolutions as the irreducible basis.
financing agreement constitutes an
indissociable whole. If subscriptions on an
irreducible basis and, as the
Fifth resolution case may be, on a reducible
It is proposed to you in the fifth basis, do not account for the
resolution to delegate to your whole issuance, the Board of
Board of Directors, for a period Directors may, in accordance with
of one year from the date of this the provisions of the law and in
General Meeting, the necessary the manner that it shall decide,
powers to issue, with the exercise either one or more of
maintenance of preferential the following options:
subscription rights of
shareholders, bonds mandatorily • freely allot all or part of
reimbursable with new shares of the ORAs which have not been
the Company ("ORA") up to an subscribed by the shareholders
aggregate nominal amount of €#1 to the persons of its choice,
billion. • offer to the public, on the
French or international
The principal characteristics of markets, all or part of the
these bonds would be as follows: ORAs which have not been
subscribed by the
• the ORAs would, where shareholders.
appropriate, be paid up by
setoff against certain, payable As previously indicated, each
and due debts of the Company, Bank has declared that it would
• the unit issue price of the waive the preferential
ORAs would be €1.40, subscription rights to ORAs
• the ORAs would bear interest at attached to the shares which it
a rate of 2% per annum and would subscribe pursuant to the
would become due on 31 December fourth resolution.
of the fifth year following
their issuance, You are also requested to
• the ORAs would be mandatorily acknowledge that this
reimbursable with new shares of authorisation automatically
the Company, each bond giving entails for the benefit of the
the right upon reimbursement to holders of the ORAs, the waiver
one share in the Company with by shareholders of their
the same rights as those preferential rights to subscribe
attached to existing shares, to the shares that will be issued
except for the date at which in reimbursement of the ORAs.
they give rise to a dividend,
• the aggregate nominal amount of The impact of this issuance on
the share capital increase the shareholders' situation and
resulting from the redemption on the current market value is
of the ORAs thus issued may not presented hereafter.
exceed €893 million which may
be increased, if necessary, by Finally, you are also requested
the nominal value of shares to to grant full powers to the Board
be issued in addition to of Directors, with the right to
maintain the rights of the subdelegate, in accordance with
bondholders. the provisions of the law and
within the limits provided for
The issue price of the ORAs is above, to implement this
based on the issue price of the authorisation.
shares and that of the exercise of
the warrants to purchase shares, These issues can only be effected
subject of the fourth and third subject to an irrevocable
guarantee agreed upon by
financial institutions.
3 Presentation of the resolutions submitted to the Shareholders' Meeting
This authorisation is subject to subdelegate in the conditions
the adoption by this Meeting of provided by law,
the second, third, fourth, sixth • the TSDD RAs would be
and seventh resolutions, as the reimbursed in cash, at
financing agreement constitutes an maturity or at an earlier
indissociable whole. date, in the circumstances and
according to the methods to be
Sixth resolution determined by your Board of
It is proposed to you in the sixth Directors, with the right to
resolution to delegate to your subdelegate in the conditions
Board of Directors, for a period provided by law,
of one year, from the date of this • the TSDD RAs would have a
General Meeting, the necessary duration of twenty years as
powers to issue subordinated bonds from their subscription date,
reimbursable with shares of the • the TSDD RAs would bear
Company ("TSDD RA"), within the interest at a rate of 2% per
limit of an aggregate nominal annum until the date of the
amount of €300 million. You are decision of the European
asked to waive the shareholders' Commission referred to above ;
preferential subscription rights however, in the event of a
for all of the TSDD RAs to be decision by the European
issued in favour of the French Commission refusing the
Republic. reimbursement with shares, the
applicable rate will become,
In accordance with the provisions without retroactive effect, a
of the financing agreement Euribor rate increased by a
referred to above, your Board of margin of 5% per annum, of
Directors proposes to set the unit which 1.5% will be capitalised
issue price of the TSDD RAs to be annually and payable in fine;
issued at €1.25, i.e. a price • the nominal amount of the
equal to the price of the exercise capital increase which may
of the warrants to purchase shares result from the reimbursement
and to the issue price of the of the TSDD RAs thus issued
shares, subject of the third and with shares may not exceed
fourth resolutions. We remind you €300 million, to which may
that the subscription price is possibly be added the nominal
justified by the specificity of amount of the shares to be
the Company's situation and takes issued in addition to maintain
into account the undertakings the rights of the holders of
agreed upon by the French Republic TSDD RAs.
in the framework of the financing
plan. You are also asked to take note
that this authorisation
The principal characteristics of automatically entails for the
these bonds would be as follows: benefit of the holders of TSDD
RAs, waiver by the shareholders
• the TSDD RAs may, where of their preferential right to
appropriate, be paid up by set subscribe shares which would be
off against certain, payable issued as reimbursement of the
and due debts of the Company, TSDD RAs.
• the TSDD RAs would be
automatically reimbursable with The impact of this issuance on
shares of the Company, each the shareholder's situation and
TSDD RA giving the right by on the current market value is
reimbursement to one share of presented hereafter.
the Company granting the same
rights as existing shares, Finally, you are requested to
except for the date at which grant to the Board of Directors
they give rise to a dividend, all powers, with the right to
provided the French Republic subdelegate in accordance with
obtains a decision from the the provisions of the law and
European Commission declaring within the limits provided above,
that the subscription by the to implement this authorisation.
French Republic of TSDD RAs
issued by the Company and their This authorisation is subject to
reimbursement in shares the adoption by this Meeting of
constitute aid which is the second, third, fourth, fifth
compatible with the common and seventh resolutions, as the
market or does not constitute financial agreement constitutes
State aid, the detailed methods an indissociable whole.
of this reimbursement being
determined by your Board of Seventh resolution
Directors, with the right to It is next proposed to you in the
seventh resolution to cancel the
3 Presentation of the resolutions submitted to the Shareholders' Meeting
general delegation granted by the waiver by the shareholder of their1
Ordinary and Extraordinary General preferential subscription rights
Meeting of Shareholders on 2 July in favour of the beneficiaries.
2003 in its thirteenth resolution,
subject to the adoption by this In accordance with current
Meeting of each of the second, regulations, the subscription
third, fourth, fifth and sixth price of the issued shares shall
resolutions. This cancellation not be lower than 20% of the
would allow the Company to average of the first Company
implement such resolutions. share prices during the twenty
trading days preceding the
In the event that any of the decision determining the date of
second, third, fourth, fifth and the beginning of the subscription
sixth resolutions which are period, or higher than such
submitted for your vote are not average price. The
approved, these resolutions would characteristics of the other
become void and the thirteenth securities giving access to the
resolution approved at the Company's share capital will be
Ordinary and Extraordinary General determined by the Board of
Meeting of Shareholders on 2 July Directors in the conditions set
2003 would remain valid. The out by regulations. You are also
general delegation granted by the asked to authorise the Board of
Ordinary and Extraordinary General Directors to proceed with the
Meeting of Shareholders on 2 July allocation, free of charge, of
2003 in its thirteenth resolution shares or other securities giving
has not been used. access to the Company's share
capital, within the limits of the
Eighth resolution provisions of Article L.443-5 of
In accordance with legal the French Code du Travail.
provisions and the various
financial delegations related to Finally, you are requested to
the capital increase submitted for grant full powers to the Board of
your vote at the Meeting, we Directors, with the right to
submit for your approval in the subdelegate in accordance with
eighth resolution the replacement the provisions of the law, to
of the authorisation related to implement this authorisation in
capital increases reserved for the limits and under the
employees of the Group granted to conditions set out above.
your Board of Directors by the
Ordinary and Extraordinary General If you approve the eighth
Meeting of Shareholders of 2 July resolution, the authorisation
2003 in its fourteenth resolution, granted by the Ordinary and
although this authorisation has Extraordinary Shareholders'
not been used and remains valid. Meeting of 2 July 2003 in its
fourteenth resolution will no
As a result, we request in the longer be valid.
eighth resolution that you cancel
the previous authorisation as Ninth resolution
granted by the Ordinary and Finally, the purpose of the ninth
Extraordinary Shareholders' resolution, the last resolution,
Meeting of 2 July 2003 and renew is to allow for the completion of
it by authorising the Board of legal formalities consequential
Directors, for a period of to the meeting.
twenty-six months, to proceed with
capital increases through the In the event that the Board of
issue of shares or other Directors would decide to make
securities giving access to the use of these delegations
share capital, up to an aggregate submitted for your vote at this
nominal amount of €35.2 million, meeting, the definitive
or approximately 10% of the share conditions of these transactions
capital as of 22 September 2003. and their consequences will be
These issues will be reserved to disclosed, in accordance with
members of a Company savings plan provisions of Article 155-2 et
or affiliated French or foreign seq. of the Decree of 23 March
companies of the Group or economic 1967, in the supplemental reports
interest groups which are related from the Board of Directors and
within the meaning of Articles the Auditors.
L.233-16 and L.225-180 of the
French Code de Commerce, who can IMPACT OF THE PROPOSED ISSUES
subscribe to them, in accordance
with current regulations, directly We have noted for you hereafter
or indirectly through mutual the effects of the capital
funds. Your approval of this increase presented below (third
resolution will entail the express and fourth resolutions), issues of
3 Presentation of the resolutions submitted to the Shareholders' Meeting
shares as reimbursement of the and further using the following
ORAs (fifth resolution), and the assumptions:
issues of shares as reimbursement • a capital increase of €300
of TSDD RAs (sixth resolution). million,
These issues are referred to • a maximum capital increase of
hereafter collectively as the €893 million resulting from
"Issues". These elements are the reimbursement with shares
provided for information only. of all the ORAs, and
They will appear in final form in • a maximum capital increase of
the supplemental report of the €300 million resulting from
Board of Directors when the Board the reimbursement with shares
uses this delegation. of all the TSDD RAs,
Using the assumption of the impact of the Issues on the
281,660,523 existing shares (or situation of a shareholder
"undiluted basis") and 292,271,520 holding 1% of the Company's share
shares taking account of the capital at the date hereof, as
potential capital (or "diluted well as on his portion of the
basis") corresponding to the stock ALSTOM Group's consolidated
options remaining to be exercised shareholders' equity is
as of 22 September 2003 summarised in the following
(i.e. 10,610,997 stock options), tables:
1. Impact of the Issues on the shareholding in the Company's capital of a
shareholder holding 1% of the capital as of today
a) on an undiluted basis
Shareholder Shareholder Shareholder Shareholder
does not exercises all does not exercises
exercise of his exercise all of his
Assumptions any of his warrants to any of his warrants to
warrants purchase warrants purchase
to purchase shares but to purchase shares and
shares does not shares subscribes
and does not subscribe any but all
subscribe any ORAs subscribes the ORAs to
ORAs to all which
the ORAs to he is
which entitled
he is
entitled
% holding % holding % holding % holding
of capital of capital of capital of capital
- ---------------------------------------------------------------------------
After capital 0.54 1.00 0.54 1.00
increase (3rd
and 4th
resolutions)
- ---------------------------------------------------------------------------
In the case of 0.23 0.42 0.81 1.00
reimbursement of
ORAs in shares
(5th resolution)
before the
reimbursement of
TSDD RAs in
shares (6th
resolution)
- ---------------------------------------------------------------------------
In the case of 0.37 0.68 0.37 0.68
reimbursement of
TSDD RAs in
shares (6th
resolution)
before the
reimbursement of
ORAs in shares
(5th resolution)
- ---------------------------------------------------------------------------
After issue of 0.19 0.35 0.67 0.84
shares as
reimbursement of
TSDD Ras and
ORAs
- ---------------------------------------------------------------------------
3 Presentation of the resolutions submitted to the Shareholders' Meeting
b) on a diluted basis
Shareholder Shareholder Shareholder Shareholder
does not exercises all does not exercises
exercise of his exercise all of his
Assumptions any of his warrants to any of his warrants to
warrants purchase warrants purchase
to purchase shares but to purchase shares and
shares does not shares subscribes
and does not subscribe any but all
subscribe any ORAs subscribes the ORAs to
ORAs to all which
% holding the ORAs to he is
which entitled
he is
entitled
% holding % holding % holding % holding
of capital of capital of capital of capital
- ---------------------------------------------------------------------------
After capital 0.53 0.98 0.53 0.98
increase (3rd
and 4th
resolutions)
- ---------------------------------------------------------------------------
In the case of 0.23 0.42 0.80 0.99
reimbursement of
ORAs in shares
(5th resolution)
before the
reimbursement of
TSDD RAs in
shares (6th
resolution)
- ---------------------------------------------------------------------------
In the case of 0.36 0.68 0.36 0.68
reimbursement of
TSDD RAs in
shares (6th
resolution)
before the
reimbursement of
ORAs in shares
(5th resolution)
- ---------------------------------------------------------------------------
After issue of 0.19 0.35 0.67 0.83
shares as
reimbursement of
TSDD RAs and
ORAs
- ---------------------------------------------------------------------------
2. Impact on the portion of the consolidated shareholders' equity for the holder
of one share
On the basis of the consolidated shareholders' equity as at 31 March 2003
of €758 million, a shareholder holding one share holds a portion of the
consolidated shareholders' equity of the ALSTOM Group of €2.69 at present.
The impact of the Issues on this portion is as follows:
a) on an undiluted basis
Assumptions Portion of the
shareholders'
equity
(in €)
- --------------------------------------------------------------------------
After capital increase (3rd and 4th resolutions) 2.03
- --------------------------------------------------------------------------
In the case of reimbursement of ORAs in shares (5th 1.67
resolution) before the reimbursement of TSDD RAs in
shares (6th resolution)
- --------------------------------------------------------------------------
In the case of reimbursement of TSDD RAs in shares (6th 1.78
resolution) before the reimbursement of ORAs in shares
(5th resolution)
- --------------------------------------------------------------------------
After issue of shares as reimbursement of TSDD RAs and 1.60
ORAs
- --------------------------------------------------------------------------
b) on a diluted basis
Assumptions Portion of the
shareholders'
equity
(in €)
- --------------------------------------------------------------------------
After capital increase (3rd and 4th resolutions) 2.42
- --------------------------------------------------------------------------
In the case of reimbursement of ORAs in shares (5th 1.84
resolution) before the reimbursement of TSDD RAs in
shares (6th resolution)
- --------------------------------------------------------------------------
In the case of reimbursement of TSDD RAs in shares (6th 2.06
resolution) before the reimbursement of ORAs in shares
(5th resolution)
- --------------------------------------------------------------------------
After issue of shares as reimbursement of TSDD RAs and 1.74
ORAs
- --------------------------------------------------------------------------
3 Presentation of the resolutions submitted to the Shareholders' Meeting
3. Theoretical impact of the Issues on the current market value of the ALSTOM
share
ALSTOM considers that the various transactions provided in the financing
agreement presented in the introduction to this report and the transactions
which are submitted for your approval, including the Issues, are an important
step in its financial restructuring. These transactions may have an impact on
the market value of the ALSTOM share, in particular due to the dilution of the
existing shares which would result. Given the complexity of the contemplated
transactions and current context, it is particularly difficult to precisely
assess this impact.
4
Text of resolutions submitted to
the Shareholders' Meeting
RESOLUTIONS FALLING WITHIN THE • the TSDDs will bear interest
POWERS OF AN ORDINARY at a EURIBOR rate increased
SHAREHOLDERS' MEETING by a 5% annual margin, of
which 1.5% capitalised
First resolution annually and payable in
(Appointment of a new director) fine,
The shareholders, voting under the • the TSDDs will mature
conditions of quorum and majority fifteen years after their
required for Ordinary General issuance, the Board of
Meetings, appoint Mr. James Directors, having the power
William Leng as director for a to provide for early
duration of four years, until the amortisation;
end of the Ordinary General
Meeting convened to approve the 2. decide that this issuance of
accounts for the fiscal year TSDDs will be reserved for the
ending 31 March 2007. French Republic or any other
entity controlled or
Second resolution guaranteed by it;
(Authorisation to be granted to
the Board of Directors to issue 3. decide that the Board of
subordinated bonds ("TSDD"), which Directors will have all
would be subscribed by the French powers, with the right to
Republic, or by any other entity subdelegate in accordance with
controlled or guaranteed by it, the provisions of the law and
subject to the adoption by this within the limits provided for
Meeting of the third, fourth, above, to implement this
fifth, sixth and seventh authorisation, and in
resolutions) particular to:
The shareholders, voting under the • set the number of TSDDs to
conditions of quorum and majority be issued, their nominal
required for Ordinary General value and their issue price,
Meetings, having reviewed the the dates and other
report of the Board of Directors, characteristics and
acting in accordance with the conditions of the issuances,
provisions of the French Code de and method of payment of the
Commerce and, in particular, TSDDs,
Articles L. 228-39 et seq. and • set the terms in order to
Article L. 213-5 of the French carry out the reimbursement
Code Monétaire et Financier, and of the TSDDs, at maturity or
subject to the adoption of the where appropriate at an
third, fourth, fifth, sixth and earlier date, the conditions
seventh resolutions hereby: of their amortisation and,
where appropriate, the
1. authorise the Board of repurchase or exchange
Directors, for a period of one terms,
year from the date of this • more generally, to take all
Meeting, to proceed, in one or measures and conclude all
more times and whenever it agreements necessary for the
thinks appropriate, with the contemplated issuance(s),
issuance of subordinated bonds and
(titres subordonnés à durée • proceed with all filings and
determinée) ("TSDD"), having publications as required.
the following principal
characteristics: RESOLUTIONS FALLING WITHIN THE
POWERS OF AN EXTRAORDINARY
• the total nominal amount of SHAREHOLDERS' MEETING
the issuances of TSDDs shall
not exceed €200 million, Third resolution
• the TSDDs may, where (Authorisation to be granted to
appropriate, be paid up by the Board of Directors to issue
set-off against certain, and allocate, free of charge, to
payable and due debts of the shareholders warrants giving the
Company, right to purchase shares which
would be issued pursuant to
4 Text of resolutions submitted to the Shareholders' Meeting
the fourth resolution below, soon as possible and at the
subject to the adoption by this latest thirty days after the
Meeting of the second, fourth, issuance of shares pursuant to
fifth, sixth and seventh the fourth resolution;
resolutions) 5. decide that the Board of
Directors shall have full
The shareholders, voting under the powers, with the right to
conditions of quorum and majority subdelegate in accordance with
required for Extraordinary General the provisions of the law, and
Meetings, having reviewed the within the limits provided for
report of the Board of Directors above, to implement this
and the special report of the authorisation, and in
Statutory Auditors, acting in particular, to:
accordance with the provisions of
the French Code de Commerce, and • set the issuance and
in particular, Article L. 228-91, allocation date of the
and subject to the adoption of warrants,
second, fourth, fifth, sixth and • fix the number of warrants
seventh resolutions, hereby: allocated free of charge to
shareholders, as well as the
1. authorise the Board of exercise period and the
Directors, for a period of one exercise parity of the
year from the date of this warrants,
Meeting, to proceed with the • determine the other
issuance and allocation, free characteristics and
of charge, of warrants to conditions of the warrants,
shareholders giving the right • more generally, take all
to purchase shares of the measures and conclude all
Company which would be issued agreements to allow the
pursuant to the fourth exercise of the warrants by
resolution; their holders,
• carry out, where necessary,
2. decide that these warrants will all formalities in view of
have the following principal the listing on the Premier
characteristics: Marché of Euronext Paris
(and, where necessary, on
• the allocation, free of any other regulated market
charge, of these warrants place) of the warrants
giving the right to purchase giving the right to purchase
shares will be carried out shares, issued pursuant to
for the benefit of the this authorisation, and
shareholders of the Company, • proceed with all filings and
in proportion to the number publications as required.
of shares they hold,
• the unit acquisition price of Fourth resolution
one share upon exercise of (Authorisation to be granted to
warrants will be €1.25, the Board of Directors to
• the total number of warrants increase the share capital by the
to purchase the shares issued issuance of shares with waiver of
pursuant to this resolution preferential subscription rights
will give the right to of the shareholders, for the
purchase a maximum aggregate benefit of BNP PARIBAS, Crédit
number of 240 million shares Agricole Indosuez, CLIFAP,
to come from the reserved EZEPART, Crédit Industriel et
issuance referred to in the Commercial, CDC Ixis Capital
fourth resolution, Markets, Natexis Bleichroeder
• the exercise period of these S.A. and FINANPAR 17, subject to
warrants cannot exceed sixty the adoption by this Meeting of
days; the second, third, fifth, sixth
and seventh resolutions)
3. take note that each Bank
subscribing to the reserved The shareholders, voting under
increase in share capital the conditions of the quorum and
pursuant to the fourth majority required for
resolution below has undertaken Extraordinary General Meetings,
that these subscribed shares having reviewed the report of the
can be purchased at a price of Board of Directors and the
€1.25 per share by the holders special report of the Statutory
of the warrants issued pursuant Auditors, acting in accordance
to this resolution, who with the provisions of the French
exercise the said warrants; Code de Commerce, and in
particular, Article L. 225-138,
4. decide that the Board of and subject to the adoption of the
Directors shall proceed with
the issuance of warrants as
4 Text of resolutions submitted to the Shareholders' Meeting
second, third, fifth, sixth and above, to implement this auth-
seventh resolutions, hereby: orisation, and in particular,
to:
1. authorise the Board of
Directors, for a period of one • set the dates, terms, and the
year from the date of this conditions of issuance, the
Meeting, to increase the share method and conditions of
capital by the issuance of payment, the date (which may
shares of the Company be retroactive) at which they
conferring the same rights as give rise to a dividend,
the existing shares except the • more generally, take all
date at which they give rise to measures and conclude all
a dividend, for a maximum agreements necessary for the
nominal share capital increase contemplated issuances,
of €300 million, corresponding • carry out, where necessary,
to a maximum of 240 million all formalities in view of the
shares with a nominal value of listing on the Premier Marché
€1.25 each, to be subscribed of Euronext Paris (and, on any
either in cash or by set-off other regulated market place)
against certain payable and due of the shares issued pursuant
debts of the Company; to this authorisation, and
• record the completion of the
2. decide to waive, for all the increase in share capital,
shares in the above paragraph amend the Articles of
1, the shareholders' Association accordingly and
preferential subscription proceed with all filings and
rights for the benefit of the publications, as required.
legal entities which are listed
below (collectively referred to Fifth resolution
as "the Banks") that will each (Authorisation to be granted to
have the right to subscribe to the Board of Directors to issue
a maximum number of shares bonds mandatorily reimbursable
representing the maximum with new shares of the Company
nominal amount of share capital ("ORA"), with maintenance of
increase as indicated below preferential subscription rights
opposite their names: of the shareholders, subject to
the adoption by this Meeting of
Banks Maximum nominal amount the second, third, fourth, sixth
(in €) and seventh resolutions)
BNP PARIBAS 74,400,000
Crédit Agricole The shareholders, voting under
Indosuez 37,269,000 the conditions of quorum and
CLIFAP 23,331,000 majority required for
EZEPART 51,000,000 Extraordinary General Meetings,
Crédit Industriel having examined the report of the
et Commercial 51,000,000 Board of Directors and the
CDC Ixis Capital Markets27,000,000 special report of the Statutory
Natexis Auditors, and acting in
Bleichroeder S.A. 24,000,000 accordance with the provisions of
FINANPAR 17 12,000,000 the French Code de Commerce, in
Total 300,000,000 particular Article L. 228-91, and
subject to the adoption of the
3. decide that the unit issue second, third, fourth, sixth and
price of the shares to be seventh resolutions:
issued pursuant to the above
share capital increase will be 1. authorise the Board of
€1.25, to be fully paid up at Directors, for a period of one
the time of subscription; year from the date of this
4. take note that each Bank listed Meeting, to issue, in one or
above has undertaken that the more times, and whenever it
subscribed shares can be thinks appropriate, debt
purchased at a price of €1.25 instruments, subordinated or
per share, by the holders of not, in the form of bonds
warrants referred to in the mandatorily reimbursable with
above third resolution, who new shares (obligations
exercise the said warrants; remboursables en actions)
5. decide that the Board of ("ORA") of the Company with
Directors shall have full the following principal
powers, with the right to characteristics:
subdelegate in accordance with • the nominal amount of the
the provisions of the law, and issuance of bonds will not
within the limits provided exceed €1 billion,
4 Text of resolutions submitted to the Shareholders' Meeting
• the ORAs, where appropriate, entails for the benefit of the
may be paid up by set-off holders of the ORAs, the
against certain, payable and waiver by shareholders of
due debts of the Company, their preferential right to
• the unit issue price per ORA subscribe to the shares that
to be issued pursuant to the will be issued in
issuances referred to above reimbursement of the ORAs;
will be €1.40,
• the ORAs will bear interest 4. decide that the Board of
at a rate of 2% per annum and Directors will have all powers
will mature on 31 December of to implement this
the fifth year following authorisation, with the right
their issuance, to subdelegate, within the
• the ORAs will be mandatorily limits of the law and the
reimbursable with new shares limits above, and in
of the Company, each bond particular to:
giving the right upon
reimbursement to one share of • set the dates, other
the Company with the same characteristics and
rights as those attached to conditions of the issuances,
existing shares, except for as well as the method
the date at which they give pursuant to which the ORAs
rise to a dividend, will be paid up,
• the aggregate nominal value • determine, in particular,
of the share capital increase whether the bonds are
resulting from the subordinated or not, the
reimbursement in shares of conditions for their
all the ORAs may not exceed reimbursement, the terms of
€893,000,000, which may be the repayment of the bonds
increased, if necessary, by according to market
the nominal value of shares conditions and, where
to be issued to maintain the applicable, the conditions
rights of the bondholders. for the repurchase and
exchange of the bonds,
2. decide that the shareholders • set the date (which may be
will, in accordance with the retroactive) at which the
conditions set out by law, have shares created upon
the benefit of a preferential reimbursement of the bonds
right to subscribe on an will give right to a
irreducible basis to ORAs that dividend,
may be issued pursuant to this • suspend, if necessary and
authorisation. In addition, the for a maximum period of
Board of Directors will have three months, the exercise
the power to grant the of the rights attached to
shareholders, in accordance the ORAs,
with the conditions set out by • set, the methods by which
law, the right to subscribe on the rights of the holders of
a reducible basis for a greater ORAs will be maintained,
number of ORAs than they may • take generally all useful
subscribe on an irreducible measures and conclude all
basis. agreements necessary for the
contemplated issuances,
If subscriptions on an irreducible • where appropriate, take all
basis and, as the case may be, on measures to have the
a reducible basis, do not account securities issued pursuant
for the whole issuance, the Board to this authorisation
of Directors may, in accordance admitted for trading on the
with the provisions of the law and Premier Marche of Euronext
in the manner that it shall Paris (and, where
decide, exercise either one or appropriate, on any other
more of the following options: regulated market place), and
• record the completion of
• freely allot all or part of increases in share capital
the ORAs which have not been resulting from the
subscribed to by the reimbursement in shares of
shareholders to the persons the ORAs, amend the Articles
of its choice, of Association accordingly
• offer to the public, on the and carry out all filings
French or international and publications as
markets, all or part of the required.
ORAs that have not been
subscribed to by the Sixth resolution
shareholders. (Authorisation to be granted to
3. acknowledge that this the Board of Directors to
authorization automatically issue subordinated bonds
4 Text of resolutions submitted to the Shareholders' Meeting
reimbursable with shares ("TSDD accordance with the provisions
RA"), with the waiver of of the law,
preferential subscription rights • the TSDD RAs will have a
of the shareholders for the duration of twenty years as
benefit of the French Republic, from their subscription date,
subject to the adoption by this • the TSDD RAs will bear
Meeting of the second, third, interest at a rate of 2% per
fourth, fifth and seventh annum until the European
resolutions) Commission's decision;
however, in case of a decision
The Shareholders, voting under the by the European Commission
conditions of quorum and majority refusing the reimbursement in
required for Extraordinary General shares, the applicable rate
Meetings, having examined the will become, without
report of the Board of Directors retroactivity, a EURIBOR rate
and the special report of the increased by a 5% margin per
Statutory Auditors, in accordance annum, of which 1.5% annually
with the provisions of the French capitalised and payable in
Code de Commerce, in particular fine,
Article L. 228-91, and subject to • the aggregate nominal amount
the approval of the second, third, of the increase in capital,
fourth, fifth and seventh which may result from the
resolutions: reimbursement in shares of all
the TSDD RAs shall not exceed
1. authorise the Board of €300,000,000, to which will be
Directors, for a period of one added, where appropriate, the
year from the date of this nominal amount of shares to be
Meeting, to proceed, in one or issued to maintain the rights
more times and whenever it thinks of the holders of TSDD RAs.
appropriate, with the issuance of
the subordinated bonds 2. decide to waive for all of the
reimbursable with shares (titres TSDD RAs which may be issued,
subordonnés à durée determinée the shareholders' preferential
remboursables en actions) ("TSDD subscription right for the
RA"), having the following benefit of the French
characteristics: Republic;
• the total nominal amount of 3. acknowledge that this
issues of TSDD RAs will not authorisation automatically
exceed €300,000,000, implies, for the benefit of
• the TSDD RAs may, where the holders of TSDD RAs, the
appropriate, be paid up by set waiver by the shareholders of
off against certain, payable their preferential right to
and due debts of the Company, subscribe the shares which
• the unit issue price of the will be issued in
TSDD RA to be issued pursuant reimbursement of the TSDD RAs;
to the issuances referred to
above will be €1.25, 4. decide that the Board of
• the TSDD RAs will be Directors will have all
automatically reimbursed in powers, with the right to
shares of the Company, each sub-delegate in accordance
TSDD RA giving the right to with the provisions of the
reimbursement with one Company law, and within the limits
share conferring the same described above, to implement
rights as existing shares this authorisation and in
except the date at which they particular to:
give right to a dividend,
subject to obtaining a decision • set the dates, and other
from the European Commission characteristics and
declaring that the subscription conditions of issuance, as
by the French Republic to TSDD well as the payment terms of
RAs issued by the Company and the TSDD RAs, and in
their reimbursement in shares particular
constitutes aid compatible with - set the detailed
the common market or does not conditions of the
constitute State aid, the reimbursement in shares of
detailed terms of this the TSDD RAs,
reimbursement to be determined - set the circumstances and
by the Board of Directors, with conditions for the payment
the right of sub-delegation in in cash of the TSDD RAs at
accordance with the provision maturity or earlier,
of the law, - set the other terms and
• the TSDD RAs will be reimbursed conditions for the payment
in cash, in the circumstances and redemption of TSDD RAs
and according to the terms in accordance with market
which will be determined by the conditions and, where
Board of Directors with the appropriate, the
right of sub-delegation in conditions for their
repurchase or exchange,
4 Text of resolutions submitted to the Shareholders' Meeting
- set the date (even required for Extraordinary
retroactive) at which the General Meetings, having examined
shares issued for the the report of the Board of
reimbursement of the TSDD Directors and the special report
RAs will give right to a of the Statutory Auditors, in
dividend, accordance with, the provisions
- set the conditions under of Article L. 443-1 et seq. of
which the rights of the the French Code du Travail and
TSDD RA holders will be the French Code de Commerce, in
maintained, particular Article L. 225-138:
• suspend, where appropriate, 1. authorise the Board of
and for a maximum period of Directors for a period of
three months, the exercise of twenty-six months from the
the rights attached to the date of this Meeting, to
TSDD RAs, increase the share capital, in
• take generally all useful one or more times, by an
measures and conclude all aggregate nominal amount of
agreements necessary for the €35,200,000, through the
contemplated issuances, issuances, in euros, of new
• where applicable, take all shares and/or other securities
measures related to the giving access to the Company's
listing on the Premier Marché share capital, reserved for
of Euronext Paris (and, where the members of a savings plan
appropriate, on any other of the Company and/or of its
regulated market) of the affiliated French or foreign
shares to be issued in companies and economic
reimbursement of the TSDD RAs interest groups (related to it
issued pursuant to the within the meaning of Article
present delegation, L. 233-16 and L. 225-180 of
• record the completion of the French Code de Commerce).
increase(s) in capital, amend This decision will result in
the Articles of Association the express waiver by the
accordingly and proceed with shareholders of their
all filings and publications, preferential subscription
as required. rights in favour of the
beneficiaries to whom the
Seventh resolution issue is reserved;
(Cancellation of the general
delegation granted to the Board of 2. decide that the issue price of
Directors by the shareholders at the new shares issued pursuant
the Meeting of 2 July 2003 in its to this authorisation shall
thirteenth resolution, subject to not be lower by more than 20%
the adoption by this Meeting of of the average of the first
the second, third, fourth, fifth Company share prices during
and sixth resolutions) the twenty trading days
preceding the decision
The shareholders, voting under the determining the date of the
conditions of quorum and majority beginning of the subscription
required for Extraordinary General period, or higher than such
Meetings, having reviewed the average price; the
report of the Board of Directors, characteristics of the other
acting in accordance with the securities giving access to
provisions of the French Code de the Company's share capital
Commerce, in particular Article L. shall be determined by the
225-129, and subject to the Board of Directors in the
adoption of the second, third, conditions fixed by the rules
fourth, fifth and sixth and regulations;
resolutions, decide to cancel the
general delegation granted by the 3. decide that the Board of
Ordinary and Extraordinary Directors may provide for the
Shareholders' Meeting of 2 July free allocation of shares or
2003 in its thirteenth resolution. other securities giving access
to the Company's share
Eighth resolution capital, within the limits of
(Authorisation to be granted to the provisions of Article L.
the Board of Directors to increase 443-5 of the French Code du
the share capital by the issuance Travail;
of shares reserved for members of
a Company savings plan) 4. decide that the Board of
Directors will have full
The shareholders, voting under the powers, with the right to
conditions of quorum and majority subdelegate such powers within
the limits of the law, to
4 Text of resolutions submitted to the Shareholders' Meeting
implement this authorisation • offset expenses against the
within the limits and under the amount of the premiums if
conditions mentioned above, and in the need arises,
particular to: • take any measures for the
completion of the issuances,
• determine the companies whose carry out all the
employees and executive formalities following the
officers, as the case may be, capital increases and
may participate in the generally do whatever is
issues, necessary.
• fix all the conditions that
must be met by the 5. decide that this authorisation
beneficiaries, cancels the authorisation
• fix the terms and conditions granted to the Board of
of each issue and in Directors by the Ordinary and
particular the amount and the Extraordinary Shareholders'
terms of the securities to be Meeting of 2 July 2003 in its
issued, the issue price, the fourteenth resolution.
date (which may be
retroactive) from which the Ninth resolution
shares will bear dividends, (Power to implement the decisions
the method and schedule of of the Shareholders' Meeting and
payment of the issue price, to complete the formalities)
the subscription period,
• record the completion of the The shareholders, voting under
share capital increases in the conditions of quorum and
accordance with the amount of majority required for
shares which are actually Extraordinary General Meetings,
subscribed and amend the hereby give full power to the
Articles of Association holder of an original, a copy or
accordingly, an extract of the minutes of this
• enter into any agreements, Meeting for the purposes of
carry out, directly or by accomplishing all legal or
proxy, any operations and administrative formalities and to
formalities, proceed with all required filings
and publications.
5
Summary of activity
Activity during fiscal year ended 31 March 2003
SIMPLIFIED CONSOLIDATED INCOME STATEMENT*
In €million 2001/02 2002/03
- --------------------------------------------------------------------------
Order Backlog 35,815 30,330
- --------------------------------------------------------------------------
Orders Received 22,686 19,123
- --------------------------------------------------------------------------
Sales 23,453 21,351
- --------------------------------------------------------------------------
Cost of Sales (19,623) (19,187)
- --------------------------------------------------------------------------
Selling and administrative Expenses (2,314) (2,049)
- --------------------------------------------------------------------------
Cost of Research & Development (575) (622)
- --------------------------------------------------------------------------
Operating income (loss) 941 (507)
- --------------------------------------------------------------------------
Earnings before interest and tax 487 (1,129)
- --------------------------------------------------------------------------
Pre-tax income (loss) 193 (1,399)
- --------------------------------------------------------------------------
Net income (loss) (139) (1,432)
- --------------------------------------------------------------------------
Comparable Figures (a)
In €million 2001/02 2002/03
- --------------------------------------------------------------------------
Orders Received 19,959 19,123
- --------------------------------------------------------------------------
Sales 21,051 21,351
- --------------------------------------------------------------------------
OTHER KEY CONSOLIDATED INDICATORS*
2001/02 2002/03
- --------------------------------------------------------------------------
Operating Margin 4.0% (2.3)%
- --------------------------------------------------------------------------
Earnings per Share €(0.6) €(5.4)
- --------------------------------------------------------------------------
Free Cash flow (b) (in €million) (1,151) (265)
- --------------------------------------------------------------------------
Economic Debt (c) (in €million) 5,290 4,918
- --------------------------------------------------------------------------
(a) Adjusted for changes in business composition and exchange rates.
(b) We define Free Cash Flow to mean Net cash provided by (used in) operating
activities less Capital expenditures, net of proceeds from disposals of
property, plant and equipment (excluding proceeds from the sale of real
estate as part of our strategic plan) and Increase (decrease) in variation
in existing receivables considered as source of funding of our operations.
However, this measure is not a measurement of performance either under
French or US GAAP.
(c) We define Economic debt to mean Net debt (or Financial debt net of short
term investments and cash and cash equivalents) plus cash proceeds from
sale of trade receivables ("securitisation of existing receivables").
Economic debt does not represent our Financial debt as calculated under
French GAAP, and should not be considered as an indicator of our currently
outstanding indebtedness because trade receivables securitised are sold
irrevocably and without recourse.
*On the basis of the consolidated financial statements as approved by the
Shareholders' Meeting of 2 July 2003.
5 Summary of activity
Despite an unfavourable economic Net consolidated income after
climate, markets remained exceptional provisions, was
generally buoyant in rail €(1,432) million for fiscal year
transport and stable in both 2003.
electricity transmission and power
generation service. Conditions Free cash flow improved to €(265)
were unfavourable, however, in million in fiscal year 2003, from
large gas- and steam-related plant €(1,151) million in fiscal year
and equipment activities in power 2002, reflecting a substantial
generation, following the end of improvement in working capital.
the "gas boom" in the US market, Excluding cash outflows relating
and remained difficult in to the GT24/GT26 gas turbines,
electricity distribution. Our free cash flow was €790 million
Marine market remained very weak. positive.
Overall, Group order intake was Economic debt was €4,918 million
down 4% on a comparable basis at the end of March 2003,
against the prior year, mainly due compared with €5,290 million at
to a sharp decrease in Power and the end of March 2002, a decrease
Marine, partly offset by a strong of €372 million in fiscal year
increase in orders received by 2003. This primarily reflects the
Transport. Sales were broadly impact of the capital increase in
stable (+1%). The order backlog July 2002 and the disposals,
amounted to over €30.3 billion at partly offset by the negative
31 March 2003, representing free cash flow.
approximately 17 months of sales.
Activity since the fiscal year
Operating income was €(507) ended 31 March 2003
million in fiscal year 2003, after
the impact of exceptional Orders and revenues for the first
provisions of €1,300 million, quarter of fiscal year 2003/04 -
primarily to cover the additional 1 April - 30 June 2003
costs of our GT24/GT26 gas
turbines and to a lesser extent, Orders received decreased 22%
additional costs associated with compared to the very high level
our UK trains issues. recorded in the first quarter of
fiscal year 2002/2003, but
Excluding these provisions, increased 17% compared to the
operating income and operating fourth quarter of the preceding
margin were respectively €793 fiscal year (on a comparable
million and 3.7% in fiscal year basis). In particular, Power
2003 (4.0% in fiscal year 2002). orders showed a strong recovery
from the depressed level of the
Restructuring costs increased from preceding three months.
€227 million in 2002 to €268
million in 2003. Pension costs Sales decreased 9% compared to
increased from €139 million to the first quarter of fiscal year
€214 million due to the increase 2002/2003 (on a comparable basis)
in amortisation of the reflecting the lower level of
unrecognised actuarial difference order intake in the preceding
between pension obligations and fiscal year.
the fair market value of pension
assets. Financial expenses Orders and sales in the first
decreased from €294 million to quarter of fiscal year 2003/04
€270 million. Due to the negative were impacted by currency
pre-tax result, a tax credit of translation effects, particularly
€263 million was recorded in versus the US dollar (impact of
fiscal year 2003. Goodwill approximately 5% on orders and 6%
amortisation remained broadly on sales), and by the disposal of
stable at €284 million. our small industrial gas turbine
business on 30 April 2003.
5 Summary of activity
% Change % Change
between between
Fiscal Q1 Q4
year 02/03 and 02/03 and
(in millions of €) Fiscal year 2002/03 2003/04 Q1 03/04 Q1 03/04
- ----------------------------------------------------------------------------
Q1 Q2 Q3 Q4 Q1
- ----------------------------------------------------------------------------
Orders received, 5,675 4,863 4,953 3,632 4,035 (29)% 11%
actual figures
- ----------------------------------------------------------------------------
Orders received, 5,173 4,450 4,597 3,457 4,035 (22)% 17%
comparable
figures
- ----------------------------------------------------------------------------
Sales, actual 5,269 5,499 5,132 5,451 4,341 (18)% (20)%
figures
- ----------------------------------------------------------------------------
Sales, comparable 4,762 5,054 4,804 5,249 4,341 (9)% (17)%
figures
- ----------------------------------------------------------------------------
Business update €500 million is expected for this
Order intake period due to the lower than
In addition to weak markets in expected operating margin
power generation new equipment, combined with higher financial
the Group's commercial activity expenses and restructuring costs.
has been significantly impacted by
customer concerns as to ALSTOM's Free cash flow will be strongly
future and by difficulties in negative in the first half mainly
obtaining contract bonds. These as a result of a slowdown in
factors have led to a lower level customer deposits and advances
of order intake. caused by lower orders and
insufficient bonding
Orders received in the first half availability, coupled with the
of fiscal year 2004 are now scheduled cash outflow from
expected to be around €7 billion, GT24/GT26 provisions.
approximately 25% below the first
half of fiscal year 2003 on a Disposals Programme
comparable basis (same scope and ALSTOM has announced on 26
same exchange rates). September 2003 the signature of
an agreement to sell its
Income and cash flow Transmission & Distribution
As previously announced, a review activities to Areva, for an
of the projects managed by enterprise value of €950 million,
ALSTOM's US Transport business was subject to closing adjustment,
undertaken and has identified which is another step in its
additional costs to complete some continuing disposal programme.
contracts of approximately €100 The Transmission & Distribution
million. Other project reviews Sector sells products, systems
have led management to make more and services for the medium and
conservative estimates of costs to high voltage markets. The
complete, with a corresponding Sector's Power Conversion
negative impact on operating activities are not part of the
income. In particular, due to the transaction and will remain
bankruptcy of two key within ALSTOM. In the last
sub-contractors on a utility financial year, ALSTOM's
boiler contract in the US, the Transmission & Distribution
cost to complete this project has Sector (excluding the Power
been re-assessed and will lead to Conversion activities) generated
a loss of approximately €60 sales of €3.2 billion, accounting
million. for 15% of ALSTOM's revenues. It
employs 25,000 people in 70
In the light of these countries.
developments, an operating margin
of just over 1.0% is forecast for ALSTOM's results for the first
the first half of fiscal year half of fiscal year 2004 will be
2004. A net loss of around published on 13 November 2003.
6
Five-year summary
(Statutory accounts)
31 March 31 March 31 March 31 March 31 March
1999 2000 2001 2002 2003
- ------------------------------------------------------------------------------------
Capital at year end
- ------------------------------------------------------------------------------------
a) Share capital 1,303,124 1,282,190 1,292,325 1,292,325 1,689,963
(in €thousands)
- ------------------------------------------------------------------------------------
b) Number of 213,698,403 213,698,403 215,387,459 215,387,459 281,660,523
outstanding
issued shares
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Operations and
income for the
year (in €
millions)
- ------------------------------------------------------------------------------------
a) Dividend 307.3 158.0 110.1 0.3 -
received
- ------------------------------------------------------------------------------------
b) Income before 390.9 166.4 106.2 59.4 79.1
tax, profit
sharing,
depreciation and
provisions
- ------------------------------------------------------------------------------------
c) Income tax (21.7) 50.2 33.3 36.9 26.8
- ------------------------------------------------------------------------------------
d) French legal - - - - -
profit sharing
- ------------------------------------------------------------------------------------
e) Net income after 346.4 215.2 158.7 90.8 (7,474.1)
tax, profit
sharing,
depreciation and
provisions
- ------------------------------------------------------------------------------------
f) Dividends 106.9* 117.5 118.5 - -
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Earnings per share
(in €)
- ------------------------------------------------------------------------------------
a) Net earning 1.73 1.01 0.65 0.45 0.38
after tax,
profit sharing,
but before
depreciation and
provisions
- ------------------------------------------------------------------------------------
b) Net earning 1.62 1.01 0.74 0.42 (26.54)
after tax,
profit sharing,
depreciation and
provisions
- ------------------------------------------------------------------------------------
c) Net dividend per 0.50* 0.55 0.55 - -
share
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Personnel
- ------------------------------------------------------------------------------------
a) Number of - - - - -
personnel
employed during
the year
- ------------------------------------------------------------------------------------
b) Amount of gross - - - - 155
wages and
salaries for the
year (in €
thousands)
- ------------------------------------------------------------------------------------
c) Amount of social - - - - 52
charges for the
year (Social
security and
other welfare
benefits) (in €
thousands)
- ------------------------------------------------------------------------------------
*To which an interim dividend of €226.0 million (i.e. €1.13 per share)
paid on 22 June 1998 solely to the two principal shareholders as of that date, must
be added.
Société anonyme with capital of €352,075,653.75
25, avenue Kléber - 75116 PARIS (France)
www.alstom.com
--------------
389 058 447 RCS PARIS
29 October 2003
ALSTOM WILL DESIGN AND SUPPLY THE ELECTRICAL AND
MECHANICAL INFRASTRUCTURE FOR A NEW METRO LINE
IN SAO PAULO
Companhia do Metropolitano de São Paulo (CMSP), the company charged with the
operation and expansion of the São Paulo area's metro, has awarded a turnkey
contract for construction of a new line to the Via Amarela consortium. The group
is led by CBPO Engenharia of the Odebrecht group, which, along with other
construction companies, is responsible for the civil works.
As the member of the consortium responsible for the electrical and mechanical
infrastructure, ALSTOM will design, supply, install and test the power-supply
and electrical-distribution systems, telecommunications equipment and auxiliary
systems (such as fire detection, pumping and lighting). ALSTOM's share of the
contract is €80 million.
Called the Amarela (Portuguese for "yellow") Line, Line 4 will be 12.8
kilometers long with nine stations. Expected to carry a million passengers a
day, it will offer connections with three subway lines and two suburban lines.
Commercial operation is slated to begin in 2007.
"This vote of confidence of ALSTOM's metro-systems technology and know-how is
also a confirmation of our successful long-term relationship with São Paulo,"
said Francis Jelensperger, ALSTOM Transport's senior vice president for the
Americas region.
Over the last three decades, ALSTOM has sold more than 600 metro cars to São
Paulo. In a recent project, ALSTOM was the technical leader of the consortium
that built the city's Line 5, which opened last year. ALSTOM also supplied the
operations-control center, the auxiliary systems and the fleet of 48 six-car
METROPOLIS trainsets for the line.
With more than 35 product lines and a presence in more than 60 countries,
ALSTOM's Transport sector offers complete products and services for new rolling
stock, signaling, and electrical and mechanical infrastructure as well as
maintenance and rehabilitation services to four distinct types of customers:
urban transit authorities and operators; intercity passenger rail operators and
rolling stock owners; rail freight operators; and intercity railway
infrastructure owners. ALSTOM's Transport sector, with sales of €5.1 billion
in financial year 2002-2003, is among the world's leading suppliers to the
railway industry.
Press enquiries: Gilles Tourvieille
(Tel. +33 1 47 55 23 15)
internet.press@chq.alstom.com
Investor relations: Emmanuelle Chatelâin
(Tel. +33 (0)1 47 55 25 33)
investor.relations@chq.alstom.com
