Alstom SA: Alstom Shareholders approve all submitted resolutions during the Special Meeting and the Combined Shareholders’ Meeting

  Alstom Shareholders approve all submitted resolutions during the Special Meeting and the Combined Shareholders’ Meeting

29 October 2020 – Alstom’s Special Meeting of holders of shares with double voting rights and Combined Shareholders’ Meeting, which took place behind closed doors at the company’s headquarters today, approved all the proposed resolutions.

These Meetings were an opportunity to remind the strategic rationale of the acquisition project of Bombardier Transportation. This project represents a unique opportunity for Alstom to accelerate its strategic roadmap Alstom in Motion, to strengthen its international presence as well as to reinforce its ability to respond to the ever-increasing need for sustainable mobility solutions. Bombardier Transportation will notably bring to Alstom geographic, product and industrial complementarities in strategic markets, as well as additional R&D capabilities.

Delegations and financial authorizations

The Combined Shareholders’ Meeting approved all resolutions delegating competence to the Board of Directors related to the acquisition and linked to the following capital increases:

• Capital increase with preservation of the shareholders’ preferential subscription right;
• Reserved capital increase for CDP Investissements Inc.;
• Reserved capital increase for Bombardier UK Holding Limited.

Governance

The Combined Shareholders’ Meeting also approved the appointment of CDPQ, represented by Ms Kim Thomassin, and Mr Serge Godin, as Directors¹.

At the acquisition closing and taking into account the entry into office of two Directors representing employees on January 1^st, 2021, Alstom’s Board of Directors would be composed of 14 Directors: Mr. Henri Poupart-Lafarge, Mr. Olivier Bouygues, Bouygues SA represented by Mr. Pascal Grangé, CDPQ represented by Ms Kim Thomassin, Ms Bi Yong Chungunco*, Mr. Yann Delabrière* (Lead Independent Director), Ms Clotilde Delbos*, Mr. Daniel Garcia Molina (representing employees), Mr. Serge Godin*, Mr. Gilles Guilbon (representing employees), Ms Sylvie Kandé de Beaupuy*, Mr. Frank Mastiaux*, Mr. Baudouin Prot* and Ms Sylvie Rucar*. 

Once the acquisition is closed, the Board of Directors would thus be composed of 42% women and 67% independent Directors**.

Compensation policy of the Chairman and Chief Executive Officer

The Combined Shareholders’ Meeting approved the modification of the compensation policy of the Chairman and Chief Executive Officer in order to compensate, on the basis of strict conditions, the success of this operation of transformation and the integration of the new entity.

Elimination of double voting rights

The Special Meeting, which gathered shareholders holding double voting rights, as well as the Combined Shareholders’ Meeting, approved the elimination of this mechanism from the company’s articles, thus ensuring to all shareholders the implementation of the “one share-one vote“ principle².

*Independent Directors 

** Excluding Directors representing employees

Shareholder information:

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In France, a free-phone number is available to shareholders from Monday to Friday from 9 a.m. to 6 p.m. (CET): 0 800 50 90 51

From abroad: +33 (0) 1 57 06 87 78*

* calls to this number will be charged at your operator's standard international rate.

¹ Subject to completion of the acquisition and with effect as from such date 

² Subject to completion of the acquisition and with effect as from such date 

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