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Alstom - AGM 29 October 2020

The General Meting of shareholders is called in connection with Alstom's proposed acquisition of control of all entities of Bombardier Inc.'s Transportation Division ("Bombardier Transportation").

 While Proxinvest had opposed the combination with the Mobility activities of Siemens in 2018, the present acquisition is approved.

 Indeed, in view of the extremely competitive global market and the announced complementarities and synergies, the operation seems strategically relevant and justifies the financial terms. Furthermore, the impact on governance is positive with a board that will remain predominantly composed of members free of any conflicts of interest and the elimination of the double voting right mechanism.

 The financing terms of the transaction provide for various capital increases with preferential subscription rights and reserved for Bombardier and the Caisse de dépôt et placement du Québec (CDPQ), which will become the future main shareholder of Alstom with approximately 18% of the capital. CDPQ will appoint two representatives to Alstom's Board of Directors, one of whom is free of any conflicts of interest.

 It is also proposed to modify the compensation policy of the Chairman-CEO with the implementation of an exceptional compensation package composed of performance shares whose characteristics seem acceptable.

 Under these conditions, positive recommendations are issued for all the resolutions.

Underlying
Alstom SA

Alstom serves the power generation and transmission markets, and rail transport market. Co.'s activities are divided into four sectors: the Thermal Power Sector (Co. offers power generation solutions using gas or coal to services including plant modernization, maintenance and operational support); the Renewable Power sector offers EPC solutions, turbines and generators, control equipment and maintenance for Hydropower and Wind power activities; the Grid Sector designs and manufactures equipment and turnkey solutions to manage power grids and transmit electricity from the power plant to the large end-user; and the Transport Sector provides rail transport products, systems and services.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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