ALSTOM SA: Alstom announces a new employee share offering: WE SHARE ALSTOM 2023

Alstom announces a new employee share offering

WE SHARE ALSTOM 2023

24 November 2022 – Alstom announces the launch of a new employee share offering, WE SHARE ALSTOM 2023. This offering, proposed in 21 countries, aims to associate approximately 90% of the employees to strategic objectives and development of the group.

The offering is implemented for employees in France, Australia, Austria, Belgium, Brazil, Canada, Czech Republic, Germany, Hungary, India, Italy, Kazakhstan, Mexico, Poland, Romania, Spain, Sweden, Switzerland, Thailand, United Kingdom and United States. In France, the offering is also proposed to employees who retired from Alstom and who still hold assets in the Group Savings Plan France (Plan d'Epargne Groupe France, PEG).

The offering is made in the framework of the PEG France and the International Group Savings Plan (Plan d'Epargne Groupe International, PEGI) of Alstom, by capital increase, on the basis of the 19^th resolution of the extraordinary general shareholders meeting of July 12, 2022. A capital increase reserved for a category of beneficiaries will also be made in the context of this offering on the basis of the 20^th resolution of the said meeting.

The amount of capital increases is a maximum of 2% share capital, i.e., 7,475,675 shares. Shares will bear immediate dividend entitlements and will be fully fungible with existing shares upon their issuance.

Conditions of the subscription:

Two subscription formula are proposed:

(i) A "Multiple" formula, including a leverage, proposed on the entire scope of the implementation of the offering. By investing in this formula, the subscriber benefits from a guarantee on initial investment (including the matching contribution) and a multiple of the protected average increase of the share price determined based on the non-discounted Reference Price (as defined below). ;

(ii) A "Classic" formula, proposed in the context of the PEG France only. By investing in this formula, the subscriber benefits from a discounted subscription price. The investment made in the "Classic" formula will fluctuate in the same manner as the price of the Alstom share, both increasing or decreasing, and thus comprises a risk of loss of capital.

The investment in this offering is subject to a 5-year lock-up period, except in the occurrence of an early exit events provided for in Article R. 3324-22 of the French Labor Code, subject to local restrictions.

Subscription price:

The subscription price of the shares will be equal to the arithmetic average of the volume-weighted average prices (VWAP) of Alstom share on Euronext recorded on the twenty trading days preceding the date of the decision of the Chairman and Chief Executive Director fixing the date of the start of the subscription/revocation period ("Reference Price"), less a discount of 20% for subscriptions in the "Multiple" formula and a 30% discount for subscriptions in the "Classic" formula.

Voting rights:

Under the "Multiple" and the "Classic" formulas, the voting rights pertaining to shares held in the FCPE "Alstom" will be exercised by the Supervisory Board of the FCPE. Under the "Multiple" formula, for certain countries within the scope as well as for shares issued on the basis of the 20^th resolution of the aforementioned general meeting, the voting rights pertaining to shared held directly will be exercised by the subscribers.

Indicative timetable:

The offering reservation period is scheduled from December 5 to 20, 2022 followed by a subscription/revocation period scheduled from February 16 to 20, 2023.Each capital increase should be completed on March 23, 2023. These dates are indicated for information only and may be subject to changes.

The "Multiple" formula implies implementation, management and settlement of hedging transactions by the bank that structures this formula, it being understood that such hedging transactions can take place on the market or off-market, through purchase and/or sale of shares, purchase of call options and/or any other transactions carried out at any time, in particular during the period of determination of the Reference Price, and on the entire duration of the employee share plan WE SHARE ALSTOM 2023.

INFORMATION FOR THE INTERNATIONAL IMPLEMENTATION

This press release shall not be considered as a form of canvassing or solicitation for the subscription of Alstom shares. The offering is strictly reserved to the beneficiaries mentioned in this press release and will be implemented only in countries where such an offering has been registered or notified to the competent local authorities, or based on an exemption from the requirement to prepare a prospectus or to proceed with registration or notification of the offering. This communication is not intended to be made, and copies of this press release should not be sent in countries in which the offering remains subject to the approval of the local authorities. More generally, the offering will only be conducted in countries where all procedures of registration and/or notifications have been completed and the necessary authorizations have been obtained.

CONTACT

For any question regarding the offering, beneficiaries may contact their Human Resources department and/or any other person indicated in the documentation relating to the offering provided to them.

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