Alstom SA (EPA:ALO)
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Apr 30, 2026, 5:38 PM CET
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AGM 2023

Jul 11, 2023

Henri Poupart-Lafarge
Chairman of the Board of Directors and Chief Executive Officer, Alstom

Good morning, good afternoon. I declare the combined ordinary and extraordinary general meeting open. I would like to extend my thanks to all the shareholders who are here with us today, as well as those who have kindly logged on to attend this meeting remotely. It's a great pleasure to have you all every year. With me today, we have Mrs. Emmanuelle Petrovic, General Counsel, and Mr. Bernard Delpit, Chief Financial Officer of the Alstom Group. I would also like to welcome, in the front row here, the members of our board of directors, with the exception of Mr. Baudouin Prot, who couldn't come today. In accordance with the law, it's my responsibility to appoint a bureau.

I call as scrutineers Mrs. Kim Thomassin, representing the Caisse de dépôt et placement du Québec, our largest shareholder, with more than 66 million shares, and Mr. José Gonzalo, representing Bpifrance Investissement, who has 28,545,000 shares. The two members of the meeting who represent the two largest numbers of votes, and they have accepted this function, so thank you very much. I propose the agreement of the tellers to appoint Mrs. Emmanuelle Petrovic as Secretary to the Offices of the Assembly. Our company's statutory auditors, Mr. Jean-Luc Barlet and Daniel Escudero, representing Mazars, and Mr. Edouard Cartier and Cédric Haaser, representing PricewaterhouseCoopers Audit, they will also attend our meeting. I now give the floor to Mrs. Emmanuelle Petrovic.

Emmanuelle Petrovic
Group General Counsel, Alstom

Thank you very much. The agenda resolutions to be put to the vote of this combined general meeting are set out in the notice of meeting brochure, which is available on our website and has been sent to shareholders. This agenda and these resolutions are also included in the notice of meeting, published in the BALO on the 2nd of June 2023. The board of directors' report on the resolutions is included in the notice of meeting brochure. The statutory auditors' reports have also been made available to you and included in the notice of meeting brochure. In order not to prolong the assembly, I propose not to read out the agenda and these reports. The documents required by law and listed in the minutes of this meeting are included in the file placed on the desk.

All these documents have been made available to shareholders at the company's registered office. Having made these clarifications, I would like to inform you that the meeting will take place accordingly. Our chairman will present a review of the 2020-2023 financial year. He will talk about strategy as well. Nathalie Bouvier, our head of strategy, will present the group's climate strategy. Bernard Delpit will comment the group's financial results for the year. The activities of the board committees will be presented to you by their chairman. Mr. Yann Delab rière, independent lead director, will represent the activities of the Nominations and Remuneration Committee, the resolutions relating to the term of office of directors, and the remuneration of Mr. Henri Poupart-Lafarge for the past financial year.

Sylvie Rucar will report on the work of the Audit Committee. Sylvie Kandé de Beaupuy will present the activities of the Ethics and Compliance Committee. Frank Mastiaux will present the activities of the Integration Committee. Eventually, the statutory auditors will present their reports. Following these presentations, there will be an opportunity to ask questions orally to the audience.

We will eventually vote the resolutions, as is customary. To facilitate voting and enable the results to be displayed more quickly, an electronic voting system will be used. When you enter the meeting room, you will be given an electronic voting box, which I would ask you to keep close at hand, and please give it back to the hostess when you leave the room. Please note that the attendance sheet is currently being checked, we will welcome shareholders until 3:00 P.M. At the date of registration of the shares, to which at least one voting right is attached, the capital of your company is of 38,855,265 shares. 278 million shares are now represented.

70.82% of the shares with a voting right have been represented today. The quorum required for this meeting, which is held on first notice, is 20% for the ordinary part, 25% for the extraordinary part. The quorum of 25% has already been reached, and the general meeting can validly deliberate. I would remind you that this meeting is being filmed and broadcast live on the company's website, and I would also like to inform you that an usher is present in the room. I give the floor back to the chairman.

Henri Poupart-Lafarge
Chairman of the Board of Directors and Chief Executive Officer, Alstom

Ladies and gentlemen, just a few words on the year 2022, 2023. Alstom comes out of this financial year very strongly, be it on its market and from a operational point of view. What is the situation of the rail market?

Nathalie Bouvier
Head of Strategy, Alstom

A fortnight ago, we had a meeting with the rail manufacturers in Europe. We had a debate to know whether there was a birth, a new birth of this rail market or the golden age. It's a semantic debate, what it reflects is that there's a very strong recovery or rebalance of the rail industry, driven by the conventional factors of our growth: urbanization, the economic growth across the world, also driven by the ecological transition and the necessity to adopt a greener transportation modes. What do we see on the market? 2 things. First, a traffic, an increasing traffic, yeah, after the COVID crisis across the whole world on all continents. This traffic is on the increase.

There are differences, for instance, in Asia, for the urban transport, the level is back before the COVID. In Europe, it's 90-95%, and in the States, it's only 60% of the pre-COVID level. For the main lines, we exceeded the pre-COVID levels almost throughout the world. If you take the train in France, you know that it's very difficult to get a seat because it's saturated, and there is a lot of enthusiasm for train from the passengers. This goes in hand with investment plans. All investment recovery plans related to the development of clean infrastructures, therefore, the rail transport.

You have some examples here on this slide: in Germany; in Italy, with the deployment of the ERTMS system; in France, the EUR 100 billion, which are going to be invested in the rail industry; and in India, an electrification plan; in the States, with the FCPA, dating back some years ago already. The European plan to reduce the carbon emissions by 55% requires a lot of investments in the rail industry. A wave of investments to develop the rail industry and in modal transfer, to recommend to try to shift passengers from the airplanes to trains and from cars to trains.

This is a macroeconomic situation. This means a lot of orders for us, a lot of projects, a very good outlook, and on all continents. All continents are well-positioned here. You have a few examples for the future here. We have a pipeline of EUR 220 billion. It will be possible to make our offers. It is a great opportunity. It's not only in 3 or 4 years' time, in 18 months. We have EUR 120 billion of opportunities in the next 18 months in Canada, Toronto, Quebec; in South America, Brazil, Mexico; in Europe, in all countries, in France, in Germany, in Italy; Africa, Middle East, Southeast Asia.

Not a single continent escapes this trend, and it will be full of opportunities for us. What is the Alstom positioning? You know it well. We are the world leader for rail transport, for rolling stock, 35% of market shares. You know that we produce all types of rolling stock, from the tramways to the very high speed, and the metros, regional trains. Since our integration with Bombardier, we have been producing monorails or small shuttles, like for the airport. A very broad range of rolling stock. This accounts for over half of our activities. We are well-known for that, but it's only half of our activity. We also offer services, not so much in France, because the SNCF and the RATP have their own services.

In 40 countries, we provide the maintenance of our rolling stock, consisting of making available every morning at 5:00 A.M., 6:00 A.M., our rolling stock for the operator. We have 258 warehouses worldwide, so we are well-spread for those service activities in the world, and it's close to the operators. 15% of signaling. Signaling, those are the digital systems enabling to control the train in simple words, well, to make sure that there is no collision between two trains, that trains choose the right track, the management of switches, and some overall systems to optimize traffic and to use at best the capacity of the infrastructure. This is a highly digital activity. 17,500 employees, a lot of engineering sites.

All those employees, most of them are software engineers. Then we have systems. In the past, I used to say that we do not have this activity really in France. Recently, we've been doing it more in France. It combines the rolling stock, rolling stock services, signaling, electrification. It's a global package. This way, we can deliver a line on our own or in partnership with the civil engineering. The Line 18 being built not far away in the Parisian region, the viaduct near Saclay, is a turnkey line. We provide the turnkey system of... We are leaders in each of those activities: rolling stock, services, signaling, and once again, systems.

A logical consequence of all I have been saying to you, a very buoyant market, a very good positioning as well. Therefore, our order book reached a record level, EUR 87 billion. Last year, EUR 20.7 billion of orders taken in 2010 to. One of our objectives, of course, is to execute this order book. It's a challenge to make sure that we can meet the satisfaction of our customers. Let me give you a few examples of orders for high-speed trains or very high-speed trains in Sweden. In France, we had the new orders for international trains or in services. In England, it's symbolic because England is a country where services are the most developed for us. In services, you have the operation of the airport shuttles.

We do that a lot in the U.S. We operate a lot of airport shuttles in the U.S. Many projects either system projects like the RER for Toronto. It's not a French RER, it's not a railway express tube, but it's the electrification of the suburban network of Toronto. It's a huge project. It will be over several years, we were awarded this project. Then we have a contract in Asia, as well in Hong Kong, for extending a line. It's a signaling system we delivered in the past, and we're going to extend it today. EUR 87 billion for our order book, five years of revenues. It gives us a lot of visibility for the future. We want to execute those orders now. Okay.

As I said, the rail transport is the cleanest one, and that's why we are promoting it, and that's why we try and improve its attractiveness. In order to do so, we need to improve the environmental attractiveness. Even if it is the cleanest mode of transport, we want to continue improving its environmental performance, and we have to make sure that it is attractive in economic terms, in efficiency terms, for the operator, for the passengers. In the environmental chapter, and you know, there are still some diesel trains, half of the lines, slightly less than half of the lines are not electrified, and a quarter of the regional fleet is not electrified yet. It means they are diesel trains.

Of course, all operators are committed to replacing this diesel fleet with an electric fleet, either the electrification of the lines, or with a battery technology, or the hydrogen technology. It all depends on the usage, on the intensity of the line, the length of the line, the availability of hydrogen. This year was a remarkable year for hydrogen. I don't know whether you saw it in the small film, but there's been a distance record carried out by one of our hydrogen train in Germany. We also put in service two lines in Germany. Every day, passengers are on board hydrogen trains, and they have the same operating of characteristics as a diesel train.

Over 1,075 km, you can have the same type of flexibility as the diesel, and there is a small operation of 1 train in Canada. We are working on the other types of technology, like batteries. We also have battery-based trains. It won't be just a single solution; it will depend on the usage, so battery, hydrogen, or... In the digital sector, of course, it is essential if we want to provide the efficiency of our trains. We want to ...We need to have full safety, of course.

There's a compromise to be made between safety, to make sure that trains are far away from each other to avoid accidents, and the capacity, bringing closer trains together to travel more passengers. Well, the system allows us to optimize this, to provide an absolute safety and a maximum capacity, and that's the signaling system doing so, especially the deployment of the ERTMS and the European Signaling System. One example, Paris-Lyon will move from 13 trains to 16 trains each hour, so plus 20% of increased capacity, thanks to the signaling system.

The digital also allows us to have an availability of a train around the clock with predictive maintenance to anticipate on the failures and to downsize the number of faults. The digital here is very useful, not only in terms of operation, but also in terms of maintenance. Of course, we have to make sure that cybersecurity is here. It's the priority of all operators. We want to secure the network to make sure that we are not disrupted by hackers. We talk of the environment, the environmental performance, and one key point here is the consumption of energy. We are developing a number of platforms.

All our new platforms allow us to save between 20%-25% of energy between the previous model and the new platform. The most iconic one, which is expected, the new TGV, the TGV M, as called by the SNCF, it is going to be delivered, and it will allow an increasing number of seats by 20%, and it consumes 20% less energy. All this to say that the introduction of this new rolling stock will allow over one third of energy saving, plus an increased capacity by 20%. When you combine the new signaling system and the new TGV, you're going to increase the capacity by 40%, and it's incredible, without... You see how much significance the digital system is and the new platforms.

Speaker 13

Cère?

Yann Delabrière
Independent Lead Director, Alstom

Our order book, it's our priority. EUR 87 billion everywhere on the planet. We have to keep our customer fully satisfied, the level of satisfaction of customers is getting higher every day. We can do better. We always have to do better. We have to be in line with the best in class. We worked a lot on that particular point. We have stabilized our projects. We had some difficult projects last year, we have improved the quality of our products. The number of defects, of problems, is now minimal. We are speeding up integration. We are still in the integration phase of Bombardier. We have stabilized the projects of the order book of Bombardier.

Now, we have to make sure that all our sites, all over the world, Alstom and Bombardier sites, have the same processes, the same efficiency, the same way of working. They should make the most of technology advances, like it's industrialization of processes and so on and so forth. We have started completely transforming the group. We worked a lot on manufacturing, and now we are going to focus a little bit more on the development of trains, have digitalization in this train development. Speed up development of trains, in fact. As you now understand, the market is impatient. The market is asking us. I mean, it's asking us faster trains. We should deliver quickly those trains.

We have to speed up manufacturing, speed up the development of those trains, so we are working a lot on these particular points, and we going to progress. Financial elements, Bernard Delpit will give you the details, I would say. The it's, we are doing things in line with our plans. We defined a trajectory when we acquired Bombardier. Now, we are in line with this with these forecasts. The turnover is directly connected to the orders. We walk the talk, I would say. We deliver new contracts. We're making efforts on manufacturing costs, and we're getting away from difficult contracts, and now everything is positive. All in all, as you now understand, the year was extremely positive for Alstom.

We've made a major step forward, made a lot of effort. Progress is a reality. We have stabilized the situation. I haven't talked much about it, in spite of an context, of an environment which is difficult.

Inflation is high. you haven't heard about manufacturing lines which had to stop because of component problems or electronic chip problems? No, we never stopped any line. We also had other problems in ports in China. In spite of all those obstacles, and there were difficult moments in 2022, in spite of that, we were able to improve everything. We have stable projects, as I said, and we have developed differently. Customer satisfaction is better. This was our first objective. We have to be recognized by the market as a good partner, top quality partner for our customers, and customer satisfaction goes along with good projects. We are now a world leader. We are in the right position on a resilient market with which is going through troubled times.

We have a good order book. We will speed up innovation. Let me finish with this. It's our responsibility. All political stakeholders, all governmental authorities want us to deliver on time, to deliver more trains, more reliable trains, a train with a high environmental performance. It's our responsibility. Railway transport should be more and more attractive. It's a necessity every day, given the climate change we all know now. It's our main vision for the future. Thank you very much. I'm now going to give the floor to strategy. Let's talk about strategy. I would like to tell you how we're going to face this challenge of climate change. Thank you.

Good afternoon. Before I start with the presentation of our climate strategy, let me remind you our priorities for in social, our social responsibility. Four priorities.

The first priority is our climate strategy, as we call it, and this is what I'm going to talk about during my presentation. We should enable decarbonizing mobility. Decarbonizing mobility. Second, responsibility, we must be an employer, a top quality employer, a responsible partner. Third pillar, we have to be responsible. We have to make sure that in, on our value chain, all the people and stakeholders with whom we work have worked in a very responsible way. 90% of our subcontractors have signed our charter, and we control 74% of them on a very regular basis. We also have the fourth pillar, we want to create a positive impact on society. We want to support local socioeconomic development. In South Africa, we're going to train 20,000 people by 2028 on the railway, on railway activities.

Let me focus on climate, on our climate responsibility. Our carbon ambition is divided into three pillars. First pillar, we want to contribute to decarbonation of mobility. This means that we have to be able to help reduce CO2 emission in the transport sector. Today, 30% of carbon emission come from transport in general. Our objective as a railway stakeholder is to reduce carbon emission with modal report. For example, 75% of transport is on road, 10% air transport, 10% maritime transport, and 3% railway transport. We want to increase this share. We are one of the sector that produces the minimum level of the smallest level of CO2, 5-6 less CO2 emission compared to cars or lorries.

Second point, the solution we now develop should no longer be at the origin of CO2 emission, or less and less so, anyway. What does it mean? Today, we have been able to align to a European Taxonomy. It's a classification of activities which have a positive impact on the environment. Our alignment today is 59% with that particular policy. 59% of our turnover, of our sales is considered as having a positive impact on the environment. The oil sector, 2% only. Second pillar, as a responsible economic actor, we want to be sure that all our activities do not consume CO2, or the minimum anyway, level of CO2. I will give you the various scopes we have taken into account.

The third pillar of Scope 3, once we have decarbonated our value chain, will be sequestration of carbon. Now, before I start talking about our value chain, I would like to say that these objectives have been validated by SBTi. We were validated before integration of Bombardier, and we just received the validation of SBTi for the whole group now, Bombardier included. What does it mean? Reducing, carbon emission, what does it mean? There are different types of scopes you take into account when you talk about carbon emission. Scope 1 and 2, they, the scopes correspond here to direct emission. It's connected to the manufacturing of a solution and consumption during the manufacturing of solutions. That's where we could talk about fossil fuels and electricity.

Our objective in 2030 is to decrease this consumption by 40% compared to the level at which we were in 2021, 2022. The Scope 2, which is really the most important for us, you have the numbers here, represent 85% of CO2 emission. The most important Scope does not correspond to the manufacturing of solutions; it corresponds to other life cycles of our products. It's Scope 3. It's products sold. It's, this corresponds to the use of our products and solutions. Here, our objective is to decrease intensity of emissions on the passenger side by 42% or per ton per kilometer for freight, 35% here, reduction. Scope 3 upstream corresponds to activities not directly connected to the manufacturing of products but to a different life cycle or stage of the life cycle.

The objective is to have a supply chain here with a low carbon emission level, and the objective here is minus 30% before 2030. What have we been able to achieve here so far? Scope 1 and 2 emissions, so this is directly connected to what we manufacture. We have been able to reduce these emissions by 22%, 4 different levels. The most important ones are, efficiency, fuel efficiency or energy efficiency, reduce the heating, in our offices and, sites. We've made an effort here. There was an energy crisis in the country, so we were able to decrease our energy consumption. We have changed habits of, employees as well, closing the windows or switching off the light when you're not in a room, and so on and so forth.

The second level correspond to supplying in renewable, the use of renewable electricity. Four levels. Energy intensity, I've talked about closing the windows or, and so on. That's simple, but we also have organized a global campaign in Germany, where we replace all bulbs by LEDs. Energy consumption in our sites, we now use photovoltaic panels on most of our site roofs. Energy production outside sites, we have signed a contract where we will build a solar system, or a solar energy system in Spain. We have a renewable source of energy as well. In APAC, it's went from 4 to 84%. It's the proportion of electricity generated from renewable energy sources. Scope 3, what have we done? Scope 1 and 2, sorry.

The best strategy is to stop consuming, that's it. We have to improve energy efficiency. It could mean isolation of walls and so on and so forth. We are going to produce more and more renewable energy. 10% of on-site production will be consumed by the site itself. Renewable supply of renewable electricity, the objective will be 100% by 2030, and after 2026, the objective is to continue electrification of gas uses via heat pumps, for example. Scope 3, the use of our products sold, in other words. The objective is to decrease energy consumption by 40% for passenger sector, and freight sector, 30%. This scope is mainly connected today to energy, thanks to which our trains move. It's energy mix. Different levels here. First, consumption of our trains.

We'll make sure that energy necessary to, I mean, consumed by trains will decrease. They will need less and less energy. It's been reduced by 20% so far. The other lever is define alternative propulsion systems, hydrogen fuel cell, why not? Batteries. Customer operations, we constantly talk to our customers, make sure that they themselves make commitments vis-à-vis the use of these renewable electricity or renewable power. Country energy mix. Henri talked about TGV M. Here, I'm taking the example of the Coradia Stream regional train in Spain. First, energy consumption. For this particular train, we've been able to reduce to 35% the emission of CO2. Three levels: an improved traction efficiency, what we call eco mode.

You know that for your, on your cars, we adapt the power available to the power actually required by the train and necessary for the train. Eco-driving solution, make sure that trains get on time, arrive on time, we optimize the driving of those trains. Recycled content. 40% of the train is come from recycled elements. For example, the carpet is made from plastic bottles, aluminum is also used in the train. Here it comes from recycled aluminum. We have integrated parts and components with eco labels. Last scope, Scope 3, supply chain. Here, the objective is to go from 950 to 665 through different levels. First level, it's managing change, measuring things in a much better way. It's complicated to count CO2. What is CO2 emissions?

The first objective here is to make sure that we train our buyers, we train our suppliers, we train people working here so that they can actually take into account CO2 emission. We take a certain number of commitments on recycled use of recycled products and so on. Same, circular economy is a different level. Plastic bottles used to make carpets, for example. We are a founding member of Rail sponsible. It's an organization thanks to which we develop tools in common with other train users and train manufacturers. Another example, Scope 3, is the line 18 of the Grand Paris Express, which will start soon. On this particular line 18, we have developed a very specific innovation. 6,000 tons of CO2 emission will be avoided, thanks to specific rails.

The production of those rails is come from an electric arc furnace, and we have a high proportion of recycled scrap metal to make those rails. In conclusion, as far as our climate strategy is concerned, we try and have a business model, thanks to which we can have more decarbonation. We make significant progress in the production sector. We have an ambitious action plan for Scope 3, in an ambitious project for our products and our value chain.

Thank you, Nathalie. I will now give the floor to Mr. Delpit.

Nathalie Bouvier
Head of Strategy, Alstom

Thank you. Ladies and gentlemen, shareholders, I'm going to present to you the highlights and the key items of the financial statements ended on the 31st of March and submit it to your approval. I'm going to start with the consolidated accounts of Alstom, subject of a second resolution. The main figures have already been announced by Henri. Revenues of 16.5%, EUR 16.5 billion, +7% last year, with an operating margin, an adjusted one, 5.2%, EUR 852 million. I am not going to detail the lines underneath, but you see the expenses for restructuring, integration costs. Altogether, the net income adjusted EUR 292 million, given a tax rate, which is rather stable, about 27%.

A few words on the balance sheet of your company. We have a comfortable liquidity position of EUR 4.8 billion. We can deal with the sustainability of refinancing requirements of Alstom. It is a comfortable liquidity position, and the long-term debt of Alstom is also favorable because the redemption profile is smoothed out. The next redemption will be in October next year. The interest rates are low. The average of fixed debt rate is 0.22%, and the rating of Moody's is Baa3, with a stable outlook. A few words on the targets of your company. We continue growth with a book-to-sales ratio above 1%, and we anticipate sales growth of around 5%.

An objective of adjusted operating margin of 6% for this year and between 8% and 10% for 2025 to 2026. It will be ending March 2026, with a generation of cash flow significantly positive 1 this year, and a conversion ratio of the net consolidated result in cash above 80% for March 2026. A few words on the share price over one year in spite of volatility, higher volatility than the CAC 40. Between July 2022 and June 2023, the development of share prices was converging between the CAC 40 companies and Alstom. Let me finish with the modalities of distribution of the shareholders.

You know that we do that from the accounts of the company, Alstom SA, the parent company of the group. It will be submitted to your approval in resolution number 3. Alstom SA reported net profit of EUR 233.6 million, we suggest to allocate this amount this way: EUR 95 million to distribute a dividend, and for the remaining EUR 138 million in retained earnings for the reserves of EUR 6.5 billion. Those EUR 95 million of dividend represent dividends per share of EUR 0.25.

Let me specify that for shareholders who are going to choose the payment in shares, the share price is EUR 23.75, corresponding to the weighted average over the last 20 days of listing, minus the dividend of EUR 0.25. This dividend will be detached on the 17th of July and will be paid on the 7th of September. Thank you. I'm going to invite our Lead Director and Chairman of our Remuneration Committee, Yann Delabrière. Could you please take the floor?

Yann Delabrière
Independent Lead Director, Alstom

Thank you, Chairman. Ladies and gentlemen, shareholders, as said to you, I'm going to present the activity of the Nomination and Remuneration Committee for the financial year 2022 to 2023.

A reminder of the objective of this committee, unchanged, versus the previous years, to give recommendations and proposals to the board in terms of governance, the composition of the board, its activity, the governance, the succession plan of the managing teams, and in terms of compensation, the remuneration of the corporate officers, the management teams, and the distribution plan of shares to the management of the company. On that basis, what was the activity of our committee in the last year? Key point, it was to review in-depth the governance of our company. We're going to propose the renewal of the terms of office of Henri Poupart-Lafarge as a director.

He combines both functions, the president of the board of directors and the CEO, and the committee, the board reviewed this system of governance in details. We compared with other companies, French and foreign companies. We looked at the results of our governance and the operation of the company, and in a few minutes, we will propose to renew this organization with a chairman and a CEO combining both functions. We believe it's the best organization for our company, for your company today. This being Well, there was a, of course, a review of the succession plan, a long-term succession plan of the managing team.

We review the board, the composition of the board of directors, the composition of the various committees, and also from a social and management point of view, we review the mixed policy of our organization in terms of compensation. As I said already, the compensation policies of the Chairman and CEO, the remuneration policy of the directors, the employee share ownership plans, and this is subject to various resolutions of the shareholders meeting today. I'm not going to detail this slide. An in-depth review of our governance system, leading to the confirmation of our organization, our current organization, given the...

It is absolutely indispensable for a proper operation of a company, the presence of a lead director, the independence of directors, committees, headed by independent directors, executive sessions enabling the board to debate outside of the CEO.

Je vais passer maintenant aux résolutions qui vous sont présentées. 5 résolutions concernent la composition du conseil. 2 concernent le renouvellement de mandats existants pour des membres-

Terms of office, for members, the renewal of the terms of office of Sylvie Kandé de Beaupuy, the Chairwoman of the Committee for Ethics and Compliance, and Sylvie Rucar, Chairwoman of the Audit Committee. You know, them, I'm not going to introduce them to you, and they will have the opportunity to present the activities of the committees they chair. Next resolution, I already talked about it at length, renewal of the mandate, but this time, for the President of the Board of Directors, Henri Poupart-Lafarge. I said that it was. We had an intense debate and in-depth review on our governance and the adequacy of the governance to the strategy of our company.

It's with a lot of enthusiasm that the Board of Directors proposes the renewal of these terms of office. If your vote is positive, he will be chairing our board again, and his mandate as general manager of the company could be renewed. The other two resolutions regarding the composition of the board of directors are related to new members, not renewal, but new members, we submitted to your approval. That's for the board of directors. I'm going to give them the floor in a few minutes, and we'll start with Jay Walder. Jay Walder joined the board after a co-optation, given the resignation of Serge Godin, who joined us three years ago, if my memory serves me right.

Serge Godin, as you know, is the founder and still the manager of one of the largest IT, world, IT companies, CGI. Serge Godin had a lot of difficulties to combine his responsibilities as founding president and the terms of office, decided to resign. The board had therefore the opportunity to co-opt Jay Walder, submitted to your approval, and I'm going to ask Jay to introduce himself. He will do it in English because Jay is American, and it will be translated in French.

Jay Walder
Independent Director, Alstom

Good afternoon to everybody. It is my pleasure to join the board of Alstom. My background is really a deep experience in the management of large-scale urban transit systems.

Speaker 13

Bonjour, je suis absolument ravie, bien évidemment, de rejoindre le conseil d'administration d'Alstom.

Jay Walder
Independent Director, Alstom

... and CEO of the Metropolitan Transportation Authority in New York, the largest transit system in the United States, as the CEO of the Hong Kong MTR, operating on a global basis, and as the managing director at Transport for London.

Speaker 13

j'ai été, président directeur général.

Jay Walder
Independent Director, Alstom

A professor at Harvard University, and a partner at McKinsey & Company.

Speaker 13

J'ai également.

Jay Walder
Independent Director, Alstom

Thank you very much for your consideration.

Yann Delabrière
Independent Lead Director, Alstom

Thank you, Jay. Once again, the board is very happy to benefit from your in-depth knowledge of our industry and in-depth knowledge as a customer of Alstom, coming from the major equipment suppliers, which is very valuable to us today. Second, nomination submitted to your approval, Bpifrance Investissement. BPI invested gradually in the capital of Alstom in the last six months, and holds about 7.5% of the share capital of our company, of your company. As such, it was legitimate for an investor, a very long-term investor, providing their support to companies, it was natural to offer them the possibility to be on our board, and José Gonzalo could represent Bpifrance. José, could you please introduce yourself?

José Gonzalo
Representative, BPIFrance Investissement

Thank you, Yann. Good afternoon to you all. I'm very much honored to be able to join this board of directors in such a prestigious company. If you approve my candidacy, I'm the executive manager in charge of investments at Bpifrance. It means that I deal with all shareholdings in the French companies having a good development outlook in the next few years. At Bpifrance, we manage a very broad portfolio, over 600 French companies, with majority of industrial companies confronted with all the problems we mentioned earlier on with the climate act and decarbonization. So it's dear to our heart.

As Yann said, we are a minority shareholder, a long-term shareholder, and of course, we support the companies with financial means and our presence on the governance board. As far as my background is concerned, before joining Bpifrance, where I've been there for about 10 years, I've been working over 20 years in the telco sectors and the information technologies. I was the manager of the development of merger and acquisition of companies like Wanadoo, Orange, Capgemini in the IT and in the technologies. I'm delighted, if you wish so, to join the board.

Yann Delabrière
Independent Lead Director, Alstom

Thank you. Thank you, José.

Speaker 13

Voilà. J'en viens maintenant, d'abord a une synthèse-

Nathalie Bouvier
Head of Strategy, Alstom

Right now, a summary. Obviously, the resolutions will first have to be approved, but following this approval, you will have a complete list of members. Now, you know the composition of this board. Major characteristic here, 82% of our board members are non-executive members, independent, in other words, to mix it, mixed nationalities and genders. 50% of our board members represent countries in which we operate, in which we want to develop even more. We want this board to have a global vision of its market and potential market, and we all want to have a good balance between men and women with representation of gender equality in this board. It's nearly 50/50 today. Now let me talk about the resolutions on these remunerations. Four resolutions.

Two about the remuneration policy itself, how we organize remuneration policies in this group. First, remuneration policy for the Chairman and Chief Executive Officer, Mr. Poupart-Lafarge, and the directors' remuneration policy. Resolution number 10, Mr. Poupart-Lafarge. This policy remains similar to what it was in the past. We have improved the policy. It's now better, it's been better structured over time. We think that we've reached an interesting balance, it's the same policy this year between fixed, variable, short term, long term. The structure is what it was last year. Benefits in kinds, it's limited in our company, as you know. A pension system, it's in line with the pension system of all the executives of the company. That's it for the remuneration policy for resolution 10.

Same comment for the board itself. Year after year, it's unchanged. The remuneration is similar to what it was in the past. No specific comment here. Third resolution, it's the remuneration allocated to the CEO for 2022, 2023. You have all the details here on this slide, how we calculate, how the board calculated the remuneration. Everything is given in details in all the documents you got anyway. I'm not going to go into the details right now. Variable fixed remuneration remains unchanged, EUR 950,000. Variable annual remuneration takes into account the results of the company. Objectives have been explained by Bernard Delpit and Henri Poupart-Lafarge. It was calculated or approved by the board at EUR 1.2 million.

Long-term variable compensation, two elements: the objectives of the action plans have to be reached, have to be achieved. 53.5% of these objectives have been achieved. All the internal objectives of the company have been reached, have been achieved. Now, the price of the share is not what we expected, 60% of what we targeted. The acquisition of 20,482 shares in 2019, and we have a new action or share plan, and Henri will be able to get a maximum of 76,000 shares if the objective decided for 2022 are reached. We will judge these objectives at the end of 2024, 2025.

All the other elements of this policy are fairly in line with what we pay our executives here, with the payment system of Alstom in general. That's it, ladies and gentlemen. That's what I wanted to tell you on behalf of the Remuneration Committee. Thank you very much. I will ask the Chairman of our Audit Committee, Mrs. Sylvie Rucar, the Chairwoman of our committee, sorry.

Sylvie Rucar
Chairwoman of the Audit Committee, Alstom

Ladies and gentlemen, it's my honor to chair the Audit Committee. I've been the Chairperson of the Audit Committee since 2018. Our Audit Committee is made of 3 members. 2 of them are independent according to AFEP-MEDEF Code. Our role is to support the board of directors regarding issues on the calculation and control of the financial and extra-financial information.

We make sure we control the quality of financial and extra-financial data published by the group, and we control the efficiency of internal control procedures. We control risk management as well. The bylaws were modified in March 2023, taking in mind the transposition of the European Directive on extra-financial data. The financial manager, internal audit manager, the management controller, the account, the main person in charge of accounting are constant guests at the Audit Committee. Other key managers participate whenever that is necessary. We invite, on a very regular basis, the legal officer, for example, for a permanent regular control of the procedures in progress and their financial impact on the group. The auditors participate to each of our meeting, and they present their conclusions at the end of their work.

I meet them on a regular basis. I make sure that they are totally independent. A systematic discussion with the Audit Committee, without the presence of management, takes place at the end of each meeting of the committee. During the past year, we organized 4 different meetings, with the participation of 100% of the members of this committee. The detailed report of our activities is in page 215 of the document, of the universal registration document of the exits of the year. During our various sessions, the committee controls the statutory accounts, consolidated accounts of the group, consolidated at the end of March 2023, and the half-year accounts consolidated at the end of September 2022. The committee made sure that all the methods and accounting systems or accounting rules used in this group are pertinent.

The committee reviewed the budget of the fiscal year 2023, 2024, and the financial part of the three-year planning. As far as financial situation is concerned, the sustainable development manager and our CSR manager presented the evolution of regulation regarding extra-financial information and its impact on the role of the committee. The challenges for Alstom as far as carbon neutrality, Taxonomy, and implementation of the European Directive on the extra-financial communication were analyzed in details. As we do every year, the Audit Committee examined the main risks this group is facing. We validated the roadmap. Taking into account all the mechanisms of risk management systems existing in this group, we made sure that they were in line with the needs of the group.

As far as compliance with Bombardier, as far as cybersecurity is concerned, I mean, we made a very detailed study of those specific risks. The internal audit manager presented his report, activity report. He told us about the situation of corrective actions coming from previous audits, obviously. The internal audit plan for 2023, 2024 was presented to the Audit Committee. As far as internal control is concerned, the committee also reviewed the procedures implemented in the group and evaluated internal control, made thanks to the annual interview questionnaires. It took in, it read the results of the annual campaign, internal control campaign, action plans, decided to improve internal control and risk control. We made sure that all this is in line with applicable regulation.

The results of the action plans were presented to the committee. The committee examined the fees paid to the statutory auditors, made sure that they were fully independent, and that their work was fully in line with the various directives of the company external audit charter. At the end of these meetings, the committee made a report to the board of director, and communicated its comments on main issues and improvement possibilities. Thank you for your attention.

Speaker 13

Merci beaucoup, Sylvie.

Henri Poupart-Lafarge
Chairman of the Board of Directors and Chief Executive Officer, Alstom

Thank you, Sylvie. I'm going now to invite Mrs. Sylvie Kandé de Beaupuy to take the floor. The Chairwoman of the Integration Committee.

Sylvie Kandé de Beaupuy
Chairwoman of the Integration Committee, Alstom

Ladies and gentlemen, shareholders, Mr. Chairman, thank you for giving me the floor. I've had the honor of chairing the Conformity, the Compliance and Ethics Group. Our committee is made up of three members, independent or lead directors, myself, Mrs. Bi Yong Chungunco, who's here, and Mr. Baudouin Prot, absent and excused. The committee examines and follows the policies of ethics and compliance of Alstom, as well as the procedures in place to implement them. The role of the committee, as described in the existing bylaws, is to review and to make recommendations to the board of directors on the topics.

The committee has various responsibilities. You see the list here on the slide. I'm not going to read out each item. The objective is to make sure that the integrity program of Alstom and the Code of Ethics is being implemented, and a regular examination of the rules and procedures put into place in order to improve the efficiency constantly. To fulfill this mission, the committee had 9 meetings with a participation rate of 100% of directors, members on this committee. Mrs. Emmanuelle Petrovic, the Legal Counsel, and Mrs. Ingrid Venter, Manager of Ethics and Compliance, attended all those meetings. The detailed activity report is on page 221 of the universal registration document of the financial year.

During the last financial year, the committee examined the integration plan of Bombardier Transportation in terms of ethics and the compliance of Bombardier Transportation and its implementation. The committee also reviewed the objectives and the key indicators for ethics and compliance of the group. We followed the implementation of the integrity plan of the group, including the Code of Ethics 2020, the instructions of the group, the training actions and awareness actions, the deployment of the additional resources within the Ethics and Compliance department, given the acquisition of Bombardier Transportation and the change in scope. The committee examined the presentation of the risk mapping of the group in terms of ethics, compliance, and competition law.

Ladies and gentlemen, shareholders, Mr. Chairman, thank you for your attention.

Speaker 13

Merci, Sylvie.

Henri Poupart-Lafarge
Chairman of the Board of Directors and Chief Executive Officer, Alstom

Thank you, Sylvie. I'm going to invite the Chair of our Integration Committee, Mr. Frank Mastiaux, to take the floor.

Frank Mastiaux
Chair of Integration Committee, Alstom

Ladies and gentlemen, shareholders, Mr. Chairman, I've had the honor of chairing the group's Integration Committee since the 29th of January, 2021. Our Integration Committee is made up of four members, two of whom are independent within the meaning of the AFEP-MEDEF Code. The general purpose of the Integration Committee, which was created in the context of the acquisition of Bombardier Transportation, is precisely to support, facilitate, and monitor the integration of Bombardier Transport and report progress for the purpose of assurance to the board of Alstom. The Committee, the Integration, acts as a sounding board for the chairman and CEO for any topics.

pertaining to the integration of the 2 companies, of which it will assess the short, mid, and long-term impact. The committee was initially created for a duration of 2 years, its duration was extended for an additional 2-year period up until January 2025. During the past financial year, the committee met 3 times with an attendance rate of 95, 93%. The integration committee has reviewed the integration progress status and developments throughout the year along the basis of defined and consistent dimensions, such as target operating model deployment, synergy plans, regional plans linked to the integration. The committee is following 3 long-term priorities: first, culture and change management and its local implementation, number 2, the overall process convergence and the IT roadmap implementation, and number 3, the finalization of the project portfolio stabilization.

In addition to that, this year, and at the request of the board of the directors, an independent assessment of the post-merger integration has been carried out by independent external experts with a dedicated action plan. After more than 2 years of integration, progress and results are tangible. In terms of human capital and change management, the results of the employment engagement survey show significant progress to be furthered in some regions. The target operating model is achieved and continuously improved. The critical processes are converged and being deployed, and IT convergence now reaches 79%. Finally, the commercial momentum is confirmed, with a positive impact of the synergies on the adjusted EBIT of EUR 205 million for the fiscal year 2022/2023.

In summary, the initial comprehensive integration plan deployment is on track, is driven and customized as needed to suit each organization's stakes, region, functions, and product lines. The external evaluation has confirmed that the integration meets the highest standards and that the actions are underway. The integration committee has regularly reported on its work to the board of directors and provided it with its comments on key issues, as well as its proposal for improvement. Ladies and gentlemen, shareholders, Mr. Chairman, thank you for your attention.

Henri Poupart-Lafarge
Chairman of the Board of Directors and Chief Executive Officer, Alstom

Merci, thank you. Thank you very much, Frank. Now going to ask our auditors, represented by Mr. Jean-Luc Barlet from Mazars, to make their presentation.

Jean-Luc Barlet
Statutory Auditor, Mazars

Ladies and gentlemen, on behalf of the joint statutory auditors, PricewaterhouseCoopers and Mazars, allow me to report to you on the conclusions of our report issued for the fiscal year ended on the end of March 23. I will summarize, as usual, the main points and conclusions of our reports. They have been made available to you and appear in the 2023 Universal Registration Document or in the meeting brochure that you received for this general meeting. First of all, I would like to remind you that our mission vis-à-vis management and governance is a permanent one.

Our audit approach is based on an analysis of the risks that are likely to have an impact on the quality of accounting and financial information and extra financial as well as financial information. We assess the quality of internal control and more particularly, the key operational controls relating to the quality of accounting data as implemented within the group. The documentation collected, the results of analytical procedures, and tests of details allow us to justify our opinion on the true and fair view provided by the consolidated and annual financial statements. Throughout our engagement, we organized meetings to present our feedback on our work to management, as well as to your audit committee, in order to share our risk analysis and our findings. Our networks, PwC and Mazars, allow us to operate in the main countries where the group is present.

Our audit approach has been shared as with the Group's finance management during regular discussions. We also reported on our work to management, to the Audit Committee, and the Board of Directors. The conclusions of our audit work were the subject of a detailed report that we sent to your Audit Committee on the 5th of May, 2023. In summary, the key audit matters of the financial statements for 2020-2023 were on two different areas: revenue and margin recognition on long-term contracts and the assessment of disputes and investigations. Our first report on the ordinary part.

Our first report, I should say, sorry, page 149 to 152 of the universal registration document, the annual financial statements subject to the first resolution that will be submitted to your approval. For this report, which are prepared in accordance with French accounting principles, we consider the valuation investment of the key audit manager. We issue a clean opinion. We have also carried out specific verifications which relate to the content of the corporate governance report, with no specific comment to report. Now, regarding our report on the consolidated financial statements prepared in accordance with IFRS, page 133 to 36, purpose of the second resolution, we issued a clean, unqualified and unmodified opinion. We have considered as key audit matters the following items: long-term contracts and assessment of disputes and investigations.

We have also issued a special report on related party agreements, page 2054, regarding here the 4th resolution. Our report mentions the absence of a new agreement authorized during the past fiscal year. Finally, our last ordinary report, on which you will not be requested to vote, is the report on extra-financial performance information. It's disclosed in the group's management report. We have no specific comments on this particular report, which can be found on page 335-37 of the universal registration document. The extraordinary part of this meeting, resolutions 15, 17-20, and 23 and 26-26, and also resolution 21, 22, and 27, that will be submitted to you for approval that are concerning operations linked to the share capital.

They are as follows: reduction of the share capital, issuance of shares and miscellaneous securities with preservation and or cancellation of preferential subscription right, issuance of ordinary shares of other security reserved for members of the company of a group savings plan, share capital increase with cancellation of the shareholders' preferential subscription right, authorization to allocate free shares existing or to be issued. We have prepared reports in connection with the delegations or authorizations to be given to the board of directors to carry out these operations. To summarize the conclusions of our report, we have not expressed any comment on the terms of principle proposed to you by your board of directors, and we will issue an additional report if and when delegation are used. I am done. Thank you, ladies and gentlemen, and Mr. Chairman, for your attention.

Speaker 13

Merci, beaucoup.

Henri Poupart-Lafarge
Chairman of the Board of Directors and Chief Executive Officer, Alstom

Thank you very much. We're going now to open up the debate. I would like to draw your attention to the fact that the company has received written questions from the Forum pour l'Investissement Responsable and from Mrs. Yutong Li, in accordance with applicable regulations. The answers to these questions have been posted on the website of the company, and they will not be read out. I'm going to give the floor to the shareholders. You have hostesses here in the room to collect your questions. You can also ask your question in writing if you want to, so either live or in writing, as you wish. Let's start with an oral question. Yes, go ahead.

Speaker 12

I would like to thank you for your explanations, convincing us that Alstom is on the right track. My first question is as follows: What about the shareholding of the state, of the French state? What about Bouygues and the increased capital held by BPI? The press, the media, mentioned the various difficulties, like Bombardier, for instance, the merger with Bombardier. It is difficult to get a margin from the contracts with Bombardier. Third question, as a long-term individual shareholder, a share price of Alstom was EUR 75 in 2007, and now it's only worth EUR 25. Events took place in the meantime. When can we come back to such a level? Thank you. Thank you very much. It was EUR 0.75. Sorry, not euros.

Bernard Delpit
CFO, Alstom

Thank you very much for your question. The state sold the shares to Bouygues. It was in 2006, in 2006, the state entered into the share capital of, in 2003 or 2004, and exited in 2006, sold it to Bouygues. Bouygues sold their shares gradually, and the last block of shares was sold in 2021. It was a rather old story, and it has no relationship with the shares held by BPI now this year, with 7.5% submitted to your approval. With Mr. José Gonzalo, those events are different from each other, and there is no residual shares of the state, and Bouygues and the states exited. I don't know whether the they exited.

As to the merger with Bombardier, we didn't conceal that, especially last year and two years ago, we talked about it at length. This is a very important strategic operation or transaction for the group. It was possible this way to create the global rail transportation, sustainable transportation, operator at a point in time where precisely the rail transport, as I said in my introduction, found back momentum, and this is true throughout the world. This confirms the strategic interest of this merger. It was possible this way to have significant positions across continents. It was done at the right place because the market was recovering. As you were saying, yes, we had to absorb difficult projects during the acquisition, and the first two years consisted of stabilizing those projects.

This is behind us. We stabilized the projects. We regained the confidence of our customers. That's why I was saying that the first priority for Alstom is customer satisfaction. We are entering into a phase whereby we're going to improve the operating efficiency of the various sites. We're going to speed up innovation, because what we want is to innovate and provide new solutions to the market. That's where we stand in terms of integration, confirmation of the strategic interest and implementation of the integration. As to the share price, we all wish you and us, of course, we all wish to have a better share price.

I can't remember when it was at EUR 75, the share price in 2007, 2006, 2007, well, a lot of things have taken place. The group is not to be compared now. Financial transactions change the share price, exceptional dividend distributions took place, share buybacks took place. It's not possible to compare. We have to work together in order to make sure that the group works well, and this way it will have a good share price. Thank you for your loyalty, because apparently you have been a long-term individual shareholder.

Speaker 12

Number three. Good afternoon, Chairman. I have two questions. First, a point of accuracy. I heard that the average debt was 0.2%? No, 2%. If I understood Mr. Delpit, what would be the impact? This rate is very low, and so will have to increase with the increased rates. The second question is on the resolution regarding the appointment of José Gonzalo. He is lead director. In your brochure, Mr. Gonzalo has no share in Alstom. How can you be a director defending the interest of all shareholders, minority shareholders and others, if you do not hold any shares? My second question: How did you appoint him independent or leader? Because he works for a state organization. Bpifrance is a state organization, he's a state agent, and as such, the state asks you to take him as a director and to submit it to the vote.

How can you qualify this independent gentleman as being an independent director? The state is involved in the company, and we know that when the state is involved in the company, the voice is prevailing, and the voice of the other shareholders is not heard. The Code of Commerce says that a director has to defend the interests of all shareholders, and not only the shareholder, one shareholder or another. Why is it possible, therefore, to appoint Mr. José Gonzalo as an independent director?

Henri Poupart-Lafarge
Chairman of the Board of Directors and Chief Executive Officer, Alstom

Thank you for your questions. First point, I'm going to give the floor to our CFO, he's going to answer that point.

Bernard Delpit
CFO, Alstom

Yes, the figure of 0.22% thus, the interest paid for the debt, it's very low, 0.22% for the long-term debt. Since this debt is going to be amortized in 2030, and the rates are fixed, we have no increase in the cost of the longer-term debts for a number of years. The impact of the increased interest rates will be felt in the short-term debt, as has been the case during the second half year of last year. We observed this increase in the interest paid, it will be the case in the future as well. That was for the short term. For the long term, it is set till 2030.

Henri Poupart-Lafarge
Chairman of the Board of Directors and Chief Executive Officer, Alstom

Thank you, Bernard. For the second question, the appointment of José Gonzalo, representing Bpifrance Investissement, he will have shares, as an individual shareholder, but Bpifrance, as I said, holds 7.5% of the capital. It seems logical to us that a shareholder with 7.5% may have a representative on the board. Of directors. He will not control the board. He's got a voice, they have 7.5%. Given the number of directors, well, one member is more or less proportional to its investments. As to the independence, of course, we strictly observe the AFEP-MEDEF Code, with very precise regulations. We have to observe those rules to be independent, especially in terms of share. You have to have up to 10% shares.

It's 7.5%, it's below the 10%, José Gonzalo is therefore independent. Let me add to your remarks that Bpifrance is not the state. The company invested in Alstom is managed by BPI, but it's a fund having other shareholders or other partners who invested in this fund, and they invest afterwards in Alstom. To come back to the previous question, it's not as if the state was a direct shareholder of Alstom. It's not at all the case. BPI is a company managing a fund with fund providers and managing that in complete independence in front of the state. We are very happy with the participation of BPI in our share capital and the joining of José Gonzalo to our board. Yes, number 3?

Speaker 12

Okay, go ahead. Chairman, good afternoon. Some years ago, I asked a question on a contract you had in North America, in the Northeast Corridor. It was to sell TGV on the corridor between Boston and Washington. I remembered that this contract would last over years because the tracks had to be improved, and I just wanted to know where we stand in the progress of this contract. You sell the train sets, and are you involved in the infrastructure?

Henri Poupart-Lafarge
Chairman of the Board of Directors and Chief Executive Officer, Alstom

Thank you. You've got an excellent memory. Yes, indeed, we are delivering this contract. We are homologating, we are approving the train, so we are very much progressing well, and once the approval has taken place, there will be the commissioning.

It takes some time. It takes about 12 months. As you're saying, rightly so, it's on existing tracks, and it's different from what we know in Europe. Here it's an existing tracks, very difficult to produce something new between Washington and Boston, given the density of the corridor. The train will be able to reach higher speeds and will shorten the distance, the travel time in the course of works. We are not involved in the infrastructure works, but we are involved in signaling, but not in the infrastructure. You can come regularly because it's going to last for decades. It's going to last quite a lot of time. Thank you. Number two, yes?

Speaker 12

What about hydrogen? We are told that hydrogen is a possibility, but it's difficult for me to understand the economic efficiency, given the fact that it's produced with electricity, with a yield of 20%-30%, whether it's a fuel cell or a motor. Given the fact that electricity is very costly, I do not see how hydrogen can be profitable. Among the ESG criteria, environment and governance, and S, social, we have not heard anything. In S-E-S-G, what is your activity for... What are you doing apart from the environment and the governance, artistic, social, and so on? What about the individual shareholders? Is there a club of shareholders, a committee of shareholders? I feel that the individual shareholders are forgotten by the company.

Our share price has been quite stable for some time. A ludicrous dividend, in EUR 95 million out of EUR 6 billion reserves. You could not have made a bigger effort? We do not have a lot of dividends for... As an individual shareholder, we are not really attracted. Thank you.

Speaker 13

Merci. Merci, merci pour.

Henri Poupart-Lafarge
Chairman of the Board of Directors and Chief Executive Officer, Alstom

Thank you. Thank you for your questions. The technical aspect, hydrogen. There is a long discussion on hydrogen. What are the main technical characteristics of hydrogen? 2 of them, mainly. It's a energy supply vector. It's a very efficient vector of energy with this massive, not the volume of energy, really, but the mass of energy. It's a good way to transport masses of energy, and it's a good supply of energy. Hydrogen in mobility is interesting for in long distances, for example, because it fully uses its capacity to contain energy. Short distances, it probably easier to use a battery. Up to 100 kilometer, battery is okay because it hasn't the drawback you're talking about. The yield of the battery is good, but it's limited.

It cannot be used long. The price of hydrogen now, it's a good way to store energy. You can have electrolysis, production of hydrogen when the price of electricity is low or when you don't actually need electricity, when you're saying that the price of electricity is high. But it changes. It keeps changing all the time, and even during the peak of our, of the crisis, of the energy crisis, there were low prices. Energy sold at a low price. You have to be able to use fluctuation of the end, the price of energy to make hydrogen, so that you use hydrogen when the price of electricity is too high. It's, it has a good ability to transport energy.

Hydrogen is not the solution to all the problems. There will be battery electrification. For long distances, 1,000 kilometers, there is no other choice today. You have to use hydrogen. Batteries will not enable you to cover these distance of 1,000 kilometers. ESG. Nathalie Bouvier talked about our climate strategy. She didn't give you all the details of the ESG. They are actions carried out by this company. We have an industrial presence, a commercial presence, which is well distributed all over the world. We're close to our customers. We make infrastructures which are necessary to the daily life of people all over the world, the manufacturing of these infrastructures should be used by local population. We have lots of social actions everywhere. We have foundations, every year we finance all sorts of different projects all over the world.

Projects developed by our employees, by our people. More than 250,000 people each year benefit from those foundations, from the actions of those foundations. We do play a role. We do something about the environment. It's part of our assignment. I'm not going to tell you anything else about the price of the share. The group is recovering at the moment. We are taking into account the integration of Bombardier and the dividend policy. We had to be fairly conservative here regarding the distribution of dividends right now because we are during this recovery period. A certain number of actions have been organized.

You know, we communicate to shareholders, individual shareholders, we will go on in the future, increasing the dividend little by little when the recovery of this group becomes a reality.

Bernard Delpit
CFO, Alstom

Merci.

Speaker 12

I represent the French Association of Individual Shareholders. You have made some comments on the evolution of the financial situation of the group. I will have a short question. At the beginning of your presentation, on one of your slides, you talked about the fact that you are developing outside China. You don't include China in your development plan. I've seen somewhere you're talking about joint ventures in China. What is the position of Alstom in China? What about the latest fast train technologies? What about this, the transfer of technology to China? 15 years ago, the Chinese didn't do much in high-speed trains now. Consequently, do they have state-of-the-art TGV or high-speed train technology? I mean, do they have a control of this technology? Can we find them in France, for example, or Europe?

Henri Poupart-Lafarge
Chairman of the Board of Directors and Chief Executive Officer, Alstom

Yes, we're talking about market shares outside China, because China is a very specific market with a CRRC, a manufacturing of Chinese rolling stock or Chinese manufacturer of rolling stock. They have a monopoly in the market. Nevertheless, we have some. We participate to the Chinese market, thanks to a certain number of contracts with CRRC. Alstom is among the various partners of CRRC. You're talking about high-speed trains. Recently, they ordered 210 of them, and we are going to supply 15 of them. We make TGVs, high-speed trains. We have worked in the underground systems, single rail system, traction, signaling systems. We do work a lot in China with these joint ventures.

They're not consolidated in the group, but more than 10,000 Alstom people work in those joint ventures in China. As you said, there were transfers of technology to China on the high-speed trains, TGV, but Alstom did not participate directly to these transfer. The transfers were organized by Siemens or Japanese stakeholders. Now, it doesn't matter because the Chinese have developed their own technology, and the TGV or the high-speed train running in China are Chinese, of Chinese origin, and what we do for them is Chinese as well. Today, they don't sell any of those Chinese trains outside China. They don't sell them to Europe. They don't sell them anywhere else.

The Chinese, CRRC, they operate outside China, but in underground systems in Latin America, for example, not in Europe or in a very marginal way. They operate, they make or sell underground trains, but metro, but not TGV, not high-speed trains. If you don't have any other question, thank you. Thank you very much for all your questions. I will now give the floor to Emmanuelle Petrovic, and we will have the vote. Let me first show you the procedure.

Bernard Delpit
CFO, Alstom

Le boitier qui vous a été remis à l'issue de l'émargement est strictement personnel. Le nombre de voix que vous détenez et/ou représentez-

Henri Poupart-Lafarge
Chairman of the Board of Directors and Chief Executive Officer, Alstom

This is an explanation of the electronic voting procedure. You only use the green, yellow or red button. If you are in favor of the resolution, it's green button. 2, you don't vote, and 3, or you abstain, and abstention, and 3, you are against the resolution. After each resolution, your vote will be taken into account, and we'll say the vote is open. You will have a few seconds to vote, as indicated on the slide. When the voting time is finished, you will no longer be able to vote, and there will be a display of the results on the screen. One last point. Thank you for switching off your mobile phones during the vote, and please give the vote back to the hostesses when, before you leave the room, the little boxes. Thank you.

Bernard Delpit
CFO, Alstom

As indicated for the meeting, the quorum required for the general meeting is 20% for the ordinary part and 25% for the extraordinary part. The shareholders present, represented, or voting by proxy, hold 270,485,615. The required quorum is reached, therefore, resolutions must be adopted by a majority of votes, as by the shareholders present, represented, or voting remotely for the ordinary part, and by a two-third majority for the extraordinary part. I propose to present the title summarizing each resolution, providing that no one requests it to be read in full. I see that there are no objections. I shall now present the resolutions and invite you to vote on each of them after I have declared the vote is open. On it.

First resolution, approval of the financial statement for the year ended the 31st of March. Vote is open. The vote is closed. The resolution was adopted. Second resolution, ordinary resolution: approval of the consolidated financial statements for the year ended 31st of March 2023. The vote is open. Time is up. The resolution is carried. Third resolution, ordinary one: appropriation of net income for the year and declaration of dividend, option for payment of dividend in cash or in shares. The vote is open. The vote is closed. The resolution was adopted. Fourth ordinary resolution: statutory auditor's special report on regulated agreements, acknowledgment that no new agreements have been entered into. The vote is open. The vote is closed. The resolution was adopted. Fifth ordinary resolution: renewal of the director's mandate of Mrs. Sylvie Kandé de Beaupuy as a director. The vote is open.

The vote is closed. The resolution was adopted. 6th ordinary resolution: renewal of the director's mandate of Henri Poupart-Lafarge as a director. The vote is open. The vote is closed. The resolution is carried. 7th ordinary resolution: renewal of the director's mandate of Sylvie Rucar as a director. The vote is open. The vote is closed. The resolution is adopted. 8th ordinary resolution: ratification of the co-optation of Jay Walder as a director. The vote is open. The vote is closed. The resolution was adopted. 9th ordinary resolution: appointment of Bpif rance Investissement , as director. The vote is open. Closed. The resolution was adopted. 10th ordinary resolution: approval of the remuneration policy for the chairman and chief executive officer. The vote is open. The vote is closed. The resolution is carried. 11th ordinary resolution: the approval of the remuneration policy for members of the board of directors.

The vote is open. Time is up. The resolution was adopted. 12th ordinary resolution: approval of the information referred to in Article L-2210-9 of the French Commercial Code. The vote is open. The vote is closed. The resolution was adopted. 13th ordinary resolution: approval of the fixed, variable, and exceptional components of the total remuneration and benefits of any kind paid during the past financial year or awarded in respect of the same financial year to Mr. Henri Poupart-Lafarge, Chairman and Chief Executive Officer. The vote is open. The vote is closed. Resolution is carried. 14th ordinary resolution: authorization to the board of directors, Share By Bike Program. The vote is open.

Henri Poupart-Lafarge
Chairman of the Board of Directors and Chief Executive Officer, Alstom

Le vote est clos. La résolution est adoptée. 15th résolution.

Bernard Delpit
CFO, Alstom

The resolution was adopted. Fifth extraordinary resolution.

Henri Poupart-Lafarge
Chairman of the Board of Directors and Chief Executive Officer, Alstom

Authorization for the board of directors to reduce the share capital by canceling treasury shares. The vote is open. The vote is closed. The resolution is adopted. 16th resolution: delegation of powers to the board of directors, capital increase by capitalization of reserves, profits, and/or premiums. The vote is open. The vote is closed. The resolution is adopted. 17th extraordinary resolution: delegation of powers to the board of directors, capital increase through the issue of shares and/or securities giving access to the company's capital with preemptive subscription rights for existing shareholders. The vote is open. The vote is closed. The resolution is adopted. 18th extraordinary resolution: delegation of powers to the board of directors, capital increase through the issue of shares and/or securities giving access to the company's capital with waiver of preemptive subscription rights by public offer. The vote is open. The vote is closed.

The resolution is adopted. Nineteenth extraordinary resolution: delegation of powers to the board, capital increase through the issue of shares and/or securities giving access to the company's capital with waiver of preemptive rights in consideration for securities issued as part of a public exchange offer. The vote is open. The vote is closed. The resolution is adopted. Twentieth extraordinary resolution: delegation of powers to the board of directors, capital increase through the issue of shares and/or securities giving access to the capital without preemptive subscription rights by means of an offer governed by Article L-4112, paragraph 1 of the French Monetary and Financial Code. The vote is open. The vote is closed. The resolution is adopted.

25th extraordinary resolution: delegation of powers to the board of directors, capital increase through the issue of shares and/or securities giving access to the company's capital with a waiver of preemptive subscription rights reserved for members of a company or group savings plan. The vote is open. The vote is closed. The resolution is adopted. 22nd resolution: delegation of powers to the board of directors, increase in share capital reserved for a category of beneficiaries with cancellation of preferential subscription rights. The vote is open. The vote is closed. The resolution is adopted. 23rd extraordinary resolution: authorization for the board of directors to set the price of issues without preemptive subscription rights, up to a maximum of 10% of the share capital per year. The vote is open. The vote is closed. The resolution is adopted.

24th extraordinary resolution: authorization for the board of directors to increase the amount of issues. The vote is open. The vote is closed. The resolution is adopted. 25th extraordinary resolution: delegation of powers to the board of directors, capital increase through the issue of shares and/or securities, up to a limit of 10% of the capital in consideration for contributions in kind. The vote is open. The vote is closed. The resolution is adopted. 26th extraordinary resolution: delegation of powers to the board of directors, capital increase through the issue of shares following the issue by subsidiaries of the company of securities, giving access to the company's capital with waiver of preemptive subscription rights. The vote is open. The vote is closed. The resolution is adopted.

27th extraordinary resolution: authorization for the board of directors to grant existing shares and/or shares to be issued as bonus shares with waiver by shareholders of the preemptive subscription right. The vote is open. The vote is closed. Resolution is adopted. 28th ordinary resolution: powers for formalities. The vote is open. The vote is closed. The resolution is adopted. Thank you. I would like to thank our secretary. I would remind you that hostesses are available in the reception hall to collect the voting boxes, sorry, you have been given. They cannot be used for anything else, anyway. Before adjourning this meeting, I would like to thank you once again for your renewed confidence, and I wish you all a very pleasant afternoon. Thank you.

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