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AGM 2015

Jun 30, 2015

Patrick Kron
Chairman and CEO, Alstom

[Foreign language]. [Foreign language]. Good afternoon, ladies and gentlemen. Thank you for being here at this shareholders' meeting. I would like to declare the ordinary and extraordinary shareholders' meeting open. I would like to warmly thank shareholders who attend this meeting. As usual, we also welcome some guests, analysts, and journalists in the room. Sitting next to me, Jean-Jacques Morin, CFO, Mrs. Kareen Ceintre, Secretary to the Board of Directors, and three of our directors, Jean-Martin Folz, Lead Independent Director, Pascal Colombani, on his right, Director and Chair of the Committee of Ethics, Compliance, and Sustainable Development, Alan Thomson on the left, Director and Chairman of the Audit Committee. They will make presentations during this meeting, and thank you for being here to the rostrum. I would like to greet in the first row the other members of the Board of Directors. They are all present.

I would like to greet Géraldine Picaud, Henri Poupart-Lafarge, and Sylvie Rucar, the appointments of which as directors of your company will be subject to your approval today. Thank you to the other members of the Comex, except for those who had professional duties. Like in the previous years, in order to facilitate the vote on resolutions and to facilitate the display of results, we have given you electronic keypads. They will be used by our shareholdings for our shareholdings meeting for the vote on resolutions. Could you please hand those keypads back to the hostesses when you exit the room? If you exit the room before the vote, thank you for giving those keypads to the hostesses.

In compliance with the law, it is now up to me to set up the committee. I call scrutineers, Jean-François Guillemin, representing BRGM, our largest shareholder, holding 90,543,867 shares, and Cédric Lavérie, representing Amundi, holding 6,179,979 shares. The two members of the meeting accounting for the largest number of votes, they accepted this duty. They are present here in the front row. Thank you. With the agreement of scrutineers, I suggest to appoint Kareen Ceintre as Secretary to the shareholder meeting. We also have the statutory auditors of our company, Thierry Colin, representing Mazars, and Olivier Lotz, representing PricewaterhouseCoopers Audit. I would like to hand over to Kareen Ceintre.

Kareen Ceintre
Secretary to the Board of Directors, Alstom

Thank you, Chairman. The agenda of this shareholder meeting is on page three of the notice of meeting handed out at the entry of this room. It is also on the invitation. The assembly will take place this way.

Patrick Kron
Chairman and CEO, Alstom

Our Chairman will review the shareholding structure and the highlights of 2014-2015. We will review then the project in progress with GE. Jean-Michel Geffroy, Manager of the Sustainable Development, will review the environmental strategy. Jean-Jacques Morin, our CFO, will comment on the results during the fiscal year. Patrick Kron and Jean-Martin Folz, Lead Director, will come back today as some governance. Jean-Martin Folz will review the report, the works of the Committees of Nominations and Compensations and the elements of compensation for Patrick Kron. Pascal Colombani and Alan Thomson will review the works of the different committees they chair. Then the statutory auditors will make their presentations. Further to those presentations, we will have our discussions. You can write questions on the pieces of paper in your dossier. You can give them to the hostesses. You can also ask your questions orally during the discussions.

To conclude, we'll have the presentation and the vote on the resolutions. Those resolutions are in the notice from page 31 to 34. The report of the board of directors on resolutions and the report of the statutory auditors on related party agreements and commitments, as well as the project 19th resolution, are also in the notice of meeting. You will also find information regarding the composition of your board of directors and information related to directors, the nomination or the renewal of mandate being submitted to your approval. In the dossier here on this desk, you have all necessary documents required by law, and all those documents are at the disposal of the shareholders at the head office of the company according to law. The attendance register is being checked, and we welcome our shareholders till 3:00 P.M.

The share capital of your company has 309,920,645 shares with a face value of EUR 7 each. According to the provisional attendance register, the shareholders present or represented or having voted remotely hold 191,606,364, that's 61.82%. The quorum required is 20% for the ordinary part and 25% for the extraordinary part. The 25 quorum, therefore, is already achieved, and the meeting is duly convened. The registration of the document Contains the report of the board of directors on the management, with the management report, the description of the activities and the risk factors. The other parts regarding the report of the board of directors are in the registration documents, and the notice of meeting, as set out on page eight of the notice.

In order to have as much time as possible for our discussions, and since the activity and the results are going to be presented, I suggest not to read out this report. Thank you. There is no objection. Therefore, I'm going to talk about the situation of our group. Good afternoon again, and before talking about the results and the outlook of Alstom, let me start with you, the shareholders of the company. On the 4th of May 2015, Alstom comprised about 200,000 shareholders distributed throughout the world. Our main shareholder with over 29% of our share capital, and the individual shareholders account for about 8%. According to geographic area, France has the majority because of RIC, individual shareholders and the number of individual shareholders. The investors of the U.K. represent 19% of the shareholding. North America and Continental Europe account for 12% each, the remaining 4% being mainly sovereign funds from Asia and the Middle East.

I'm going to talk about the actions taken by Alstom to keep you informed. You can call our toll-free number for any questions at the right address, the address indicated, and there is a section, Investors, dedicated to you on our website. We publish a letter to the shareholders twice a year after the financial points of May and November, and this letter is available on our website or just upon simple request by mail. In order for you to better know the activities and our business alliance, the group organizes visits to our main industrial sites, and some of you had the possibility and the opportunity to go to the location, Alstom Transport at Aytré, La Rochelle this year.

We will have the opportunity and the pleasure to welcome you for the 6th year in a row at the Alstom Tribune of the Alstom Open de France from the 2nd to the 5th of July. We offer our shareholders the possibility to receive their invitation and to vote electronically through the AG system. Let's look at the highlights of 2015. First of all, as far as the results 2014-2015, further to the transaction with GE, the energy activities, i.e. thermal power, renewable power, and grid, are presented as discontinued activities in the consolidated financial statements of the group. Those activities are therefore not included in the indicators presented to you regarding the orders, the sales, the income from operations. They are booked under the title Net Results of Discontinued Activities, according to the IFRS 5 for experts. During the year 2014-2015, let us say, the operational activity Transport.

This activity was quite strong. In Transport, we have operational performance with record level of orders, EUR 10 billion, progressing significantly versus the previous years, and the sales increased by 8%. The operating margin improved as well from 4.7% to 5.2%. The operating income itself increased, as you will see in the detailed figures, by almost 20%, thanks to the proper completion of the contracts in progress and the cost efforts. Free cash flow, which was negative during the first part of the year, improved during the second half year, even if overall, the result remained negative over the period. As to the transaction with GE, I will tell you later on where we stand.

This offer was selected or retained by the board of directors, submitted to the shareholders, and approved by the shareholders at the shareholders' meeting last December. We validated a number of major milestones of this project. We still have to get further approvals, regulatory approvals, antitrust approvals, as we said it in our financial communication. We hope to have this transaction being closed in the next few months. I will now examine into more details each point. Let's start with orders. You find here the details of the orders during the period to the fiscal year and the distribution of them. What is interesting is that apart from the record level of orders booked, supported by the contract, and it is a historic record of EUR 4 billion for trains in South Africa.

If we exclude those EUR 4 billion corresponding to this contract, half of this remaining EUR 6 billion are in the emerging countries, in the Middle East or elsewhere, and the other half in the industrialized countries, especially in Europe. Here in this sector, we have opportunities, of course, with the economic development and growth in the emerging countries, but also in the industrialized countries, where the needs for mobility remain quite sustained, especially in terms of urban transportation. You see that those high orders, very high orders. In the last five years, we have had year-on-year orders exceeding our bills. We recorded more orders than what we delivered to the customers, which means that in the past five years, year-on-year, we have developed the order book, reaching a record level of EUR 28.5 billion. That is say, 4.5 years of sales.

As I said, I'm not going to detail it, but you see in a very schematic way on this world map that we've recorded sales and success stories in all geographies and the giant contract in South Africa, I alluded to, but also major contracts, very interesting ones being executed like the tramway systems in Qatar, Australia, a train for the Parisian Metro, and a complete metro system in Mexico, and so on and so forth. You have here a few examples. It shows that not only do we have opportunities everywhere, but we are able to grasp them. This growth in orders, associated with growth in sales, and you see that for the fiscal year, we had a growth by 8% of our sales, 7%, if we take a like-for-like basis.

This growth of sales, the proper completion of projects and cost control, leads to an improvement by 20% of the income from operations. Now EUR 318 instead of EUR 268. At the same time, we keep on working for the future with R&D expenditures, EUR 160 million. On the slide here, you see some programs on which we've been working especially. We keep on investing EUR 100 million to create capacities in fast-growing areas, but also to continue industrializing our system in France and in Europe. Let's say a few words on the activities to be discontinued. Energy, regarded with the project with General Electric, where, as I said, we have thermal power, renewable power, and grid. We do not give detailed indications on the accounts of those activities. It's on the last line of our income statement.

You see that in this sector, we suffer, apart from orders linked to a decreasing market because the market is difficult, and it is a transient period, which is very difficult for our commercial activity. There is a decrease in sales as well. There is decreased order level in thermal power, and the net income is on the decrease, but it also incorporates a number of non-recurring items and a cash flow, as you saw, which is before financial expenses and taxes close to zero with a strong consumption of cash during the second half-year offsetting the first half-year. Let's say a few words on the General Electric transaction.

On this slide here, you can see a reminder of where we stand today and what is still to come. On the 20th of June 2014, the board of directors unanimously agreed to accept GE's offer to buy back the energy business of Alstom and to create three alliances in the form of co-companies in certain of some these businesses. The information consultation process with the staff representatives is now completed. The main agreement and all the related documents have been signed between Alstom and GE. The authorizations was obtained, you, on the 19th of December last, approved the transaction with a majority of 99.2%.

The required authorizations are on the way. We hope to close in the coming months, since, as you know, this transitional time is weighing on the company. Up to date, about 15 authorizations have been secured. We're working on getting the other ones. After the operation is closed, we'll have to meet again to see what we do with the proceeds of the operation, which is aimed at reinforcing the balance sheet structure of the group. As part of the deal, we will buy back from GE their signaling business, which is a very good opportunity to develop part of our transport business that we want to reconcentrate on. Then we'll distribute something like EUR 3.5 billion-EUR 4 billion to the shareholders through a shares buyback process, which is the solution that we are concentrating on.

This public share buyback offer will take place as soon as possible after the operation is completed. This will be submitted to you as part of a general assembly. This is what I wanted to say by way of operation. Let me now hand over to Jean-Michel Geffroy, who is in charge of the labor, environment, and societal policies of the company. He will tell you what we do in the field of sustainable development.

Good afternoon, ladies and gentlemen. You certainly are familiar with these figures and their consequence on worldwide demand. The increasing demography will especially profit large cities. Since we consider that in 2050, most the urban population will amount to 70%. It is extremely necessary now to stop the climate warming phenomenon. There are two main contributors to this global warming. That's the generation of electricity and transportation.

Kareen Ceintre
Secretary to the Board of Directors, Alstom

The price of CO2 is no longer a taboo. European power generators demand a carbon price that should be significant and foreseeable in order to conduct the energy transition. How does Alstom meet these challenges? I'll illustrate what actions we have undertaken through product and solutions. We'll start with the renewable power sector. This sector was set up in July 2011 and stated quite clearly Alstom's commitment with regards to the generation of low-carbon electricity. Alstom supplies all renewable technologies with the exception of photovoltaic power. In the last three years, the installed capacity for Alstom on renewable energy was on average 46%, against 44% for thermal energy. Hydropower is the oldest renewable energy. There are still extremely extensive potentials in emerging countries such as China, Brazil, India, or Southeast Asia. With hydropower, the renovation market is very great as well.

A dam can last for several centuries. Electromechanical items have to be revamped. This is a solution proposed by the thermal power sector. I'm referring to the technology used to capture and store CO2. The CO2 solutions are in fact the fruit of development that was started by Alstom in 2007. Alstom set a number of pilot projects based on two technologies, oxy-combustion and post-combustion. They have shown that they are technically viable. The impediment to commercial development are due to the absence of a significant price for CO2 emission certificates. To a lesser extent, the fact that the neighboring populations are worried by the storage of a large quantity of CO2. The problem doesn't arise if we can use former oil or gas fields.

In practice, this is an example of a CCS, a carbon storage and capture project at White Rose in the U.K. One of the characteristics of the technologies developed by Alstom is that they can fit in with existing thermal power plants. As you know, there are still quite a few coal-fired plants worldwide. Alstom, with this project in the U.K., has moved on to an industrial stage and will finally demonstrate the validity of the process. This process can capture 100% of the combustion gases and to separate, to isolate 90% of the CO2. As an illustration, let us watch a brief video that explains the capture and storage. Let us look at an example of a solution proposed by the grid sector. The challenge is SF6.

This gas is indispensable for high voltage electricals, yet it's one of the hot house gases under the Kyoto Protocol. The electrical industry uses 10,000 tons of SF6 per annum, this is a real problem. Our solution is g3, an alternative to SF6, which is comparable from the technical and economic point of view, but whose warming power is 50 times lesser than that of SF6. This is due to a partnership with 3M. 3M supplied the molecule that helped towards this development. Now let's finish with the transport sector. Train is the mechanical transport solution that is the most efficient in terms of CO2 emissions. Emission is greatly related to the power generation mix in the countries. Tramways that are run in France are the best champions, thanks to nuclear and hydropower plants.

In all cases, rail transportation is undoubtedly the most efficient mode of transport. If passengers come to use trains or tramways more than other modes of transport, the lower the CO2 emissions, which is why Alstom works with operators in order to make train travel as attractive as possible. In the coming video, you will see an innovative. This film shows that with an urban network, with so many frequent stops, it is important to recover the breaking energy without dissipating heat. The Hesop innovation enables such recovery for CC current for trams and metros. In such a way that energy consumption is down by 40%, also it enables savings on infrastructural investment. Alstom is active not only in terms of product and solutions, but in its own operations as well. Alstom's operations do not require a lot of energy.

Yet Alstom considers that you can't make a plea for energy efficiency without being efficient yourself, which is why seven years ago, we set ourselves rather ambitious objectives for 2015, these objectives were reached as in 2014. Two figures on this table, in addition to these two objectives, we had made commitments regarding water consumption, which is down by 30% since 2008, waste recycling and reduction of volatile organic compounds, all these objectives have been reached as well. Now how can we continue with this effort in the long term? The renewable power sector is a good example of what is done in that area. The initiative is called We Share The Power. The principle is to work on energy efficiency by involving the employees as much as possible.

In phase one, in each and every site, we look for cost-saving solutions based on the full exhaustive energy audit and hundreds of small projects that do not cost a lot and can be implemented rapidly. In phase two, the Alstom employees become ambassadors of energy efficiency at work, in the manufacturing plants, in offices, and as well at home. In the third phase, we redistribute part of the savings as achieved to charities to facilitate access to energy. Now it is interesting to see how outer bodies assess Alstom's sustainable development performance. Alstom is into two international recognized indices that are used to assess and recognize the involvement of the group in terms of sustainable development. One is the CDLI, the index of the CDP, a transparency index for information published relative to climate change, and we've been in this index for three years now.

The Dow Jones Sustainability Index is the other one. This assessment covers all economic, social, and environmental topics of sustainable development. We're particularly proud of these assessments that go far beyond the purely environmental approach of sustainable development. For many years now, we've been thinking that a group such as Alstom has to be sincerely committed to sustainable development without this impeding economic development, quite to the contrary. Thank you, Jean-Michel. Now I'll hand over to our financial CFO, Mr. Jean-Jacques Morin, who will present the accounts for the 2015 year.

Jean-Jacques Morin
CFO, Alstom

Thank you, Patrick. Ladies and gentlemen, good afternoon. I'm going to show you the results of the financial year from the 1st of April 2014 to the 31st of March 2015. Income statement, as Patrick said, the income from operations grew by 19% to reach EUR 318 million. The restructuring charges, EUR 106 million regarding restructuring in Europe and Canada mainly. However, they should not be regarded as a normal level. The other non-operating expenses include a provision related to the agreement with the American Department of Justice, as well as some asset write-offs. Financial expenses, EUR 137 million, are linked to this transitional period and are not the reflection of the future financial structure of the group. Equity investees, it's negative this year, impacted by a depreciation on the asset value of TMH in our accounts. Net income booked, therefore, a loss of EUR 719 million. Free cash flow this year.

This is cash flow after flows linked to taxes and financial expenses. This free cash flow was negative, minus EUR 429 million, penalized by the cash profile of some contracts, among others. Our business was characterized by volatility of the working capital requirements from one half year to another, according to the level and nature of orders and sales. During the second half year, the free cash flow was significantly positive, almost EUR 1 billion, offsetting to a large extent the negative amount of the first half year, thanks to optimization efforts of working capital requirements, stocks, and receivables, plus better cash profiles of some projects executed during this period. Net debt as on the 31st of March 2015, the net debt was EUR 3,143 million versus EUR 3,038 million in 2014, same period.

Patrick Kron
Chairman and CEO, Alstom

This development resulted mainly from the free cash flow negative and the proceeds sales of the activity, the equipment, auxiliary steam equipment. Our equity decreased over the period of time, EUR 4,224 million on the 31st of March versus EUR 5,109 million on the 31st March 2014, impacted mainly by the negative income from operations. Thank you very much. Let me finish this presentation with governance of the listed company. Alstom implements the recommendations of the AFEP-Medef code. And in front of you have the composition of the current board of directors with 14 members out of eight foreigners among them. A majority are independent. All of them have recognized competence and experience. Jean-Martin Folz is the Lead Independent Director, and I will hand over to him so that he can explain to you different aspects of the governance. Ladies and gentlemen, good afternoon.

Jean-Martin Folz
Lead Independent Director, Alstom

Before talking about my activity as Lead Independent Director and the chair of the Nomination and Remuneration Committee, I would like, upon the request of our Chairman, to remind you of the main aspects of the activity of the board of directors in 2014 and the way this board should evolve after this shareholders' meeting. We had about 15 meetings on the board of directors. One meeting took place in New Delhi. This board was centered on the review of strategic actions in terms of transportation in this region. The attendance rate was 93% this year, which confirms the commitment of all members of the board of directors. The main items on the agenda were, of course, the firm offer made at the end of April 2014 by GE to acquire the energy business of Alstom, the examination of the competitive offerings as well we received.

The setting up of an extraordinary general meeting to discuss and vote on this transaction, the review of the strategy in the transport sector, the financial situation of the group, and the risk analysis, plus the governance issue. During this fiscal year, the board of directors resorted to the works of three committees, the Audit Committee, the Nomination and Compensation Committee, and the Committee for Ethics, Compliance, and Sustainable Development. The current composition of which is presented here behind me on the slides. As you can see, each of those committees is chaired by an Independent Director, and a presentation of the activity of each of those committees will be made by their respective chairman.

Patrick Kron
Chairman and CEO, Alstom

As you saw in the invitation, the mandates of Patrick Kron, Candace K. Beinecke, Klaus Mangold, and Alan Thomson will expire at the end of the shareholders' meeting, and it is proposed to you from resolutions four to seven to renew them. To replace three directors, the mandate of which expires, the board of directors proposes you to appoint as directors, Henri Poupart-Lafarge, Géraldine Picaud, and Sylvie Rucar. I would like them to introduce themselves to you and to explain to you their motivations to join the board. Henri Poupart-Lafarge. Good afternoon. I've been attending for 17 years this shareholders meeting. I've been on the Comex for 10 years. I was a CFO from 2004 to 2010, and then the Chairman of Alstom Transport since 2011.

Beyond this experience at Alstom, I will share my experience on other board of directors, Rhodia or [Ribec, if you, of course, place trust in me. Thank you. Thank you, Henri. Géraldine Picaud, if you want to take the floor.

Géraldine Picaud
Group CFO, Essilor

Thank you. Ladies and gentlemen, good afternoon. Alstom reaches a turning point, and under this backdrop, I would like to have your approval to join the board of directors. Here's my career path. I worked at Arthur Andersen as an auditor. I joined different international groups, 15 years of which as a CFO for those groups. Safic-Alcan, where I worked in France and in the U.S. EDF and MAN, where I worked in England and in Switzerland. Finally, Essilor International, where I am in charge of the finances of this group, and I've been in charge since 2011.

Patrick Kron
Chairman and CEO, Alstom

I was independent director in France, ADP, and in the Netherlands on a listed company, D.E Master Blenders 1753. I would like to outline the fact that at Essilor, I'm also in charge of mergers and acquisitions plus partnerships. In a context of extremely sustained growth, we carry out about up to 40 mergers each year at Essilor. This experience is an international one, and I'm strongly motivated and passionate about the future development of Alstom. Those are my reasons why I would like to join your board of directors, and I would like your approval. Thank you. Okay. Now let's move on to Sylvie Rucar.

Sylvie Rucar
Independent Director, Alstom

Good afternoon, ladies and gentlemen. It's a great honor to be with you today and to call for your approval to my appointment to the board of directors of Alstom. Here's my career path.

I worked mainly in large international groups and 30 years at PSA Peugeot Citroën, where I occupied different positions, CFO and responsible for mergers and acquisitions, international fundings, partnerships. I left this group after having spent 30 years. I left it in 2007, and I was the CFO at that time. I joined the Societe Generale after that as a deputy CFO and then as a CEO of investor department. I left Societe Generale in 2010. Since 2010, I have been working for AlixPartners. It's a consulting firm, an American consulting firm of over 1,500 people in the world, accompanying the development of industrial companies in terms of reorganization and improving their performance. I have financial and industrial experience. Also, I have a financial career path in the industry. Alstom is a French champion, I think we can say it, with technology which is recognized worldwide.

Patrick Kron
Chairman and CEO, Alstom

I do hope that my financial experience in the field of partnerships and international funding might be useful or could be useful to this board of directors, and I would be very happy and proud to share this expertise with the board of directors if you choose to approve my appointment. Let me finish in saying that my experience as a director dates back to some years ago as a director representing the group for which I worked at PSA and Societe Generale. I was the director of Faurecia. 2 Faurecias, sorry. I've been also for 4 years now the director of CFAO. It's a retail company in Africa. In the last few weeks, I was appointed director of Avril Gestion, the French affiliate in the oil seed sector. Thank you. We will ask you to vote on this resolution, renewals, and appointments.

I would like to say a few words on the composition of your board of directors after this general meeting, if you vote on the resolutions presented by the board of directors. The board will be made up of 14 members with 19 independent directors, 64%, 6 foreign directors, 43%, and 6 women, 43%. The board of directors will have Patrick Kron as the chairman. Patrick Kron said The board of directors will take the necessary decisions and started to prepare them. As for the other mandates, Gérard Hauser will replace me as lead director, and the composition of the committees will evolve. You see here, provided of course, that the appointments and renewals are approved. The committees of the board of directors will be the following ones. The Audit Committee will be chaired by Alan Thomson.

5 members out of whom, 4 independents, Henri Poupart-Lafarge would join this committee. Appointments and Compensation, Gérard Hauser will replace me as the chair of this committee. It will be made up of 5 members, out of whom, 4 independents. Sylvie Rucar will join this committee. Then the final committee, Ethics, Compliance, and Sustainable Development, Pascal Colombani will remain chairman. 3 independent members.

Jean-Martin Folz
Lead Independent Director, Alstom

Now, as per our internal rules of procedures, let's look at the independent lead director. The activities are presented in detail on page 213 of the registration reference. I took part in all the meetings. I was appointed the chairman of the committee, I also conducted the work of this committee that met 7 times in order to conduct its business with the help of external consultants. I made sure that the board was informed of these meetings. I examined situations of potential conflicts of interest. I also had interviews with the CFO, CEO in order to prepare the board meetings. I made myself available to the directors. As chairman of the Appointment and Remuneration Committee, I steered the work of the committee that I'm going to present. I also conducted the work on the composition of the board and the renewal of our directors.

I conducted individual interviews. I also required the opinion of the HCGE regarding the exceptional conditional remuneration allocated to the CEO. Now to the work of the Appointments and Remuneration Committee. This committee is comprised of 6 members, including 4 independent members. It's met 5 times, the attendance rate was 83%. The committee issued recommendation regarding the creation of a lead director function, the definition of its missions, privileges, and remuneration. Also, the update of the committee. The committee also issued reflections and recommendations regarding the organization of the future Board of Directors and its committees. Now, the remuneration due and attributed to Patrick Kron for the year 2014-2015. This will be submitted to your vote as part of under Resolution Number 11.

Kareen Ceintre
Secretary to the Board of Directors, Alstom

The remuneration is detailed in all its elements in the registration document, and in the notice of the meeting on pages 10 to 12. Patrick Kron's remuneration is made up of three items: a fixed yearly salary that is determined at the beginning of the year, reflecting the experience and responsibilities of the leader and for similar companies. An annual variable part to recognize performance. This variable part may vary from zero and 160% of the annual base rate, and is linked to financial objectives and personal objectives, specific objectives as well. This year, the remuneration includes an exceptional variable part that is conditioned to the completion of the strategic move with GE. The fixed remuneration of Patrick Kron is EUR 1.2 billion and unchanged compared to the previous year. If we look now at the variable part.

When we apply the objectives and rules predetermined by the board of directors, the gross variable part was set to EUR 1,268,000. That's 105.7% of the gross fixed salary for a variable remuneration of 100% and a maximum one of 160%. The part that corresponds to the financial objectives was set by the board at 41.7%, within a window of zero to 80%. For the year 2014-2015, the financial objectives relative to the transport sectors accounted for one-quarter of the financial component. Those relative to the energy sector accounted for three-quarters of the financial compensation. The exceptional variable remuneration that was agreed at the board in December. The board decided to allocate a conditional exceptional remuneration to Patrick Kron. That is the value of 150,000 Alstom shares, assessed on the basis of the stock price at the day the operations with GE takes place.

This remuneration is paid on condition that the transaction is approved by the general shareholders meeting, which took place on the 19th of December 2014. It will be paid only if all the necessary authorizations are obtained. In addition, the CEO enjoys a supplemental retirement pension system that applies to about 15 leaders in Alstom. These systems are presented in the registration document. It was presented in the last general meeting on the 26th of June 2012. No change since then. The rights accrue gradually and represent each year a percentage that is lower than the 5% limit.

I would like to indicate that if retirement age is 62, then the CEO, if he retires, could enjoy a gross pension of about 12% of the annual reference remuneration, and also another pension equal to 1% of the annual reference remuneration, which makes a sum total of 13%, which is much lower than the 45% ceiling set by the AFEP-Medef code. Patrick Kron will not enjoy any departure indemnity. That was concerning resolution number 12. Let me come to the two resolutions that you will be asked to approve regarding related party agreements. The first one is the renewal of the former commitments made to the CEO.

That is the additional benefit plan with the defined benefit plan and defined contribution plan that I just explained. Also in case of upholding the mandate, the rights to exercise stock options and the rights to the delivery of performance share. The registration document shows all these rights in detail. Finally, resolution number 13, regarding an exceptional remuneration to the members of the ad hoc committee that was set up to examine the offer received from GE. The remuneration was EUR 15,000 for a total, plus the reimbursement of costs for EUR 8,500. Thank you, Mr. Folz for this very clear and detailed presentation. I will hand over now to Alan Thomson, the chair of the audit committee, who will report on the audit committee. Then Pascal Colombani, in French again, will report on the ethics for conformity and sustainable development.

Alan Thomson
Independent Director, Alstom

Thank you, Patrick. Good afternoon, ladies and gentlemen. I chair the audit committee. I have chaired it since the 2nd of July 2013. Our committee comprises 5 members, 4 of whom are independent, i.e., 80%. Among those members, we have the chair of the Committee for the Ethics, Compliance, and Sustainable Development, sharing opinions on his committee. We conduct works as set by the internal rules. Different representatives of the management attend our meetings. Systematically, the financial manager, the internal audit manager, also in charge of internal control, the manager of management control, and the legal officer. We have specific reviews with other executives like the cash flow manager or representatives of the financial managements of the sectors. The statutory auditors attend each meeting and present their reports. I also meet them personally whenever we review accounts.

During the past fiscal year, four meetings were held with an attendance rate of 95%. The business report of the committee is on page 215 of the registration document of the fiscal year. The audit committee sees to the quality of financial information published and the efficiency of internal control procedures and risk management. Like each year, the committee examines the yearly and half-year accounts. Within the framework of these account reviews, we check the relevance of the accounting methods and treatments. This year, during the closing of the half-year accounts, the specificity of the accounting treatments in the consolidated accounts related to the transactions contemplated with GE were subject to an in-depth analysis. I also attended to the detailed review of the offer made by General Electric and the alternative proposal as a member of the ad hoc committee set up by the board.

Patrick Kron
Chairman and CEO, Alstom

Like each year, we reviewed the internal control procedures implemented within the group. We discussed the results of the yearly campaign of internal control assessment and action plans. We make sure that all these procedures are reliable, and the existence and the results of action plans put into place to improve internal control and risk management. During this fiscal year, additional works were on the development of internal controls and the information systems and technologies of the group were presented to us in detail by the IT manager. The internal audit manager presented the half-year report and yearly reports. We approved the internal audit program of the fiscal year. As usual, the committee examined risks to which the group was confronted and the risk management procedures.

The committee monitored the development of legal risk and legal proceedings in progress, as well as the development of cash flow, the off-balance sheet commitments, and provisions. The committee reviews each year the section of risk factors in the registration documents and shares the observations with the board of directors. The committee also examined the amount of fees paid to the statutory auditors and made sure that their works fit into the directives set by the external audit charter of the company. This year, since now the mandates are going to expire, the audit committee recommended the board of directors to propose their renewals with a turnover of the signatory associates or partners. This is submitted to you in resolutions 14, 15, and resolution 16 and 17, proposing the appointment of new deputies. Thank you very much. Thank you, Alan Thomson. I am going to hand over to Pascal Colombani.

Pascal Colombani
Director, Alstom

Thank you, Chairman. Good afternoon, ladies and gentlemen. I am going to talk about the Committee for Ethics, Compliance, and Sustainable Development. This committee was set up in September 2010. I have chaired it since the 1st of July 2014. It is made up of three independent directors. The first chair was Jean-Martin Folz. On my first slide, I would like to recall the main missions or assignments of this committee. As far as ethics and compliance are concerned, the committee has following objectives. We want to examine and review the policies of the company in those fields, we make sure that the procedures and the resources are in place so that we can implement those procedures. Of course, we report to the board of directors, and we share our observations. For instance, we review the corporate policy in terms of ethics and compliance.

We examine the organization of this position, ethics and compliance, we may issue recommendations. We examine the code of ethics of the group and the rules and procedures put into place, we make sure that those rules are circulated and enforced. We examine the mapping of the risk for the group, especially in terms of ethics and compliance. Of course, we are informed of the situation, the development, and the characteristics of those risks. We examine the action program of the company in terms of ethics and compliance. We see to it that these policies are well enforced, and if there is a loophole, we examine the action plan to remedy them. We also look at sustainable development.

Patrick Kron
Chairman and CEO, Alstom

We examine policies and management systems of the group in the environmental sector, the health and security policy of the group, the diversity policies with the various stakeholders, customers, suppliers, local authorities, of course, within the framework of the social corporate responsibility. We examine the mapping of this risk in that field, we assess the reporting procedures and the control procedures related to the extra-financial indicators, i.e., environment, health, safety and security, social indicators, and all indicators used, knowing that all this has an impact on the results, including the financial results. Let's say a few words on some topics we checked in 2014.

In 2014, 2015, the Code of Ethics was completed and more detailed on some aspects, like rules in terms of invitations, some aspects relating to human resources. The code was also deployed in other languages to make sure that it is well known to everyone. Training was strengthened. We trained an additional 7,600 employees to ethics and compliance during the fiscal year. We launched new communication campaigns internally. What I would like to say as well is that beyond the specialized teams that head the office, in each sector of the group and in a lot of countries, the policy of ethics and compliance is voted by ambassadors, 300 of them, making sure throughout the world that actions launched throughout the group are taking place and promoted, and they make sure that those actions are duly implemented.

The committee is also informed of prevention systems, alert procedures, management of identified incidents, and sanctions in case of non-observance. Two remarks here regarding the main events which took place in 2014, 2015. First event, the agreement with the World Bank in 2012. If you remember, an independent observer was set up to make sure that the practices of the group were in line with the applicable, enforceable rules of international trade, especially to prevent corruption. This independent expert analyzed the activity of the group for three years, visited 15 major countries in terms of business for our group, and concluded that Alstom set up a compliance program in line with the directives of the World Bank. I met this person several times myself, and I can tell you that this matter can be regarded as behind us.

As you also know, an agreement was struck with the American Department of Justice to put an end to a series of investigations regarding some old contracts. Alstom accepted to plead guilty for non-complying with the provisions of the Foreign Corrupt Practices Act FCPA as to the accounting books and internal control. To pay a fine of about $772 million. The board of directors was presented with this project and thought that it was in the interest of the company to agree with the terms and conditions as set by the Department of Justice. Seeing that the fine will be paid by Alstom in spite of the agreement struck with GE on the disposal project of the energy business, this is an exceptional case in such a transaction.

The American Department of Justice did not require a monitor in case of a positive conclusion of the works in agreement with the World Bank. Since the World Bank is now satisfied, we have no monitor here on this issue. The committee, of course, is kept informed of the other procedures and legal proceedings or investigations in progress. The management is, of course, it will be done by the management, but we monitor everything happening very closely. To conclude on that point, I can tell you that the policy is conducted. I support it without any ambiguity.

The policy consists of finding a solution each time in order to defend the interest of the company on the past problems, they are in a very limited number, and see to it that the duties of a company in terms of ethics and compliance, that those duties are observed in implementing procedures, organizations and the adapted resources. You heard Mr. Geoffray who presented some objectives and indicators like the energy intensity, the greenhouse gas effect. I would like to insist on the safety at work, which is a main component of the human resource policy. Our group, of course, is exposed to businesses presenting serious accidents, a risk for employees or subcontractors throughout the world. It seemed to us important, we members of this committee, to monitor the performance in terms of safety at work and different action plans.

We can observe regular progress in this field, we can only encourage the management to continue efforts in that field. The committee supported the setting up of a diversity policy with objectives targeting the geographic origin and the genre, the policy is kept informed of the general actions as to the relationship with external stakeholders. We have a foundation, Alstom, supporting about 17 new projects each year since its creation in 2007. Thank you.

Thank you. I'll hand over right away to the statutory auditors so that they can present their report, which is found on pages 146, 147 of the registration document, also pages 15 to 18 of the notice of the meeting, and page 19 for the 10th resolution.

Olivier Lotz
Statutory Auditor, PricewaterhouseCoopers Audit

Thank you, Mr. Chairman. Ladies and gentlemen, good afternoon. On behalf of the statutory auditors, PricewaterhouseCoopers and Mazars, I'm going to present our report on the financial statements for the year ended on 31st of March 2015. As the document presented just explained, our reports can be found in the registration document for consolidated financial statements at pages 146 to 147, the financial statements and the special report on related party agreements and commitments, the report prepared by the chairman, and finally, the consolidated report. First of all, the consolidated financial statements. We unreservedly certify these accounts.

We draw your attention to two observations. First, the accounting treatment and impacts of the transactions planned with GE and the notes 1.1, Alstom strategy move, comparability, then the assets held for sale and discontinued operations, finally, liquidity risk management. The second observation concerns the agreement passed with the American Department of Justice as well as disputes and alleged illicit payments. We looked at these significant estimates made by the management of the group that is, when determining the margin at the end of construction and long-term contracts, impairment tests on goodwill, impairment of other long-term assets, and continued operation. The financial statements that we approved unreservedly here again. In this report, we'd like to draw your attention to note 3.2, agreement between Alstom and the American Department of Justice, and 12.2, fines that describe the consequences of the agreement concluded with this department.

Kareen Ceintre
Secretary to the Board of Directors, Alstom

The assessments on which our opinion is based were the accounting treatment, the main impacts of the planned transaction with GE, and the expected milestones, the evaluation of shares and related debts, and the main disputes. As part of related party agreements and commitments that will be covered in resolution 4, our special report is to be found in pages 169-172 of the registration document and page 18 of the notice of the meeting. It's our responsibility to communicate, based on the information that we received, the main features in the commitments and agreements that were already approved or that we discovered during our audit without having to comment on the relevance and/or substance. The commitments and agreements that had already been approved by previous shareholders meetings.

The underwriting agreement in connection with the share capital increased without preemptive subscription rights, the protocol of industrial cooperation, and the contract for the issue of bonds. Finally, the commitments made to Mr. Kron. These commitments relate to the renewal of the previous benefits after the terms of Mr. Kron's mandate is reached. These commitments cover stock options as well as performance shares and supplemental pension schemes. The agreements and commitments for the past year. The first, the special remunerations that were paid for the examination of the offer received by GE. The remuneration paid amounted to EUR 45,000. The agreements and commitments authorized since the end of the previous year.

These are the commitments regarding Mr. Patrick Kron that were authorized by the Board of Directors in May 2015 under the following conditions, renewal of his mandate of his office as a director, renewal of his office as a CEO. These commissions are similar to the previous ones that were in force on the 5th of May 2015. They cover stock options, performance shares, and supplemental pension benefits. The fourth report is on the report prepared by the chairman regarding internal control and risk management procedures. This is on page 239 of the registration document. We have no observation to make regarding the chairman's report on internal control and risk management procedures regarding the treatment of financial statements. The report on the consolidated environmental labor and social information on pages 310 and 11 of the registration document, that calls for no observation.

Finally, our last report on resolution 19 that you will be asked to vote on. It concerns the proposal to ask the Board of Directors to reduce the share capital should the company decide to buy back its own shares, this calls for no comment. Thank you for your attention. Thank you so much. Now we will open the discussion, first of all, we'll answer the written questions that we received, which were answered by the Board of Directors that met before the shareholders meeting. Then we'll answer the questions from the audience. We received three sets of questions. The first one was received on the 22nd of June from Mr. Louis Cochet. I'll ask Mrs. Ceintre to read the question and the answer.

The question is this: I read in the press that, following the sale of energy, EUR 3.5 million-EUR 4 million will be distributed amongst the shareholders. Given the current tax context on capital gains, would it not be preferable to distribute this sum under the form of an exceptional dividend, which would be exempt of that as it would represent a reimbursement of assets? This would result in a drop of the cost price of the shares held by each shareholder. This alternative would be appreciated. The answer is as follows. Among the possible modalities for distribution to shareholders of a portion of the proceeds of the sale of assets, energy businesses to GE, the way of the OPRA, followed by a capital reduction by cancellation of repurchased shares, is currently privileged by the Board of Directors.

Indeed, this is the way most suited to the size of the operation, in that it gives the choice to the shareholders to participate or not. On the tax standpoint, we do not share your analysis on the tax treatment applicable to exceptional dividend distributions. Indeed, the distribution of a dividend, even exceptional, would be non-taxable to the shareholder only if all the distributable profits and reserves of the company had been previously distributed. In so far as Alstom has distributed reserves of approximately EUR 6.6 billion on March 31, the proposed distribution would be treated for whole shareholders as a taxable dividend entirely and under French tax rules. We received five questions from Phitrust Active Investors of the 21st of June. The first question was as follows. The meeting on the 19th of December vote the resolution concerning the sale of energy businesses of Alstom to GE.

You informed the shareholders that the fine imposed would be $772 million to be paid by Alstom. That represents the main part of the group's published loss. As this information was only provided to the shareholders during the shareholders meeting held on the 19th of December 2014, thus after institutional investors had voted, can this vote be considered as valid? The Board of Directors that unanimously decided to issue a positive recommendation of the offer of GE on the 20th of June 2014, submitted the latter for approval to an extraordinary general meeting for good governance reasons, even though the approval of Alstom shareholders is not legally required. During this general meeting, in December 2014, which approved the transaction to sell Alstom's energy business to GE, the CEO of Alstom reported on the project's progress.

In particular, he indicated that the Board had taken note of a limited number of recent positive and negative adjustments regarding the terms of this transaction. More specifically, as regards the investigations launched by the U.S. Department of Justice over several years, the company, a few days before the shareholders meeting in December 2014, had reached the final stage of negotiations with the U.S. Department of Justice in order to find an agreement to put an end to these investigations. The shareholders were informed that should an agreement was reached, which was expected in the very near future, the U.S. Department of Justice was to stipulate that any fine be borne by Alstom, and that no part of it could be passed on to GE as part of the transaction.

At that stage, the company was legally prevented from communicating further information on the ongoing discussions with the Department of Justice. When the final agreement was signed on 22nd of December, the company informed the market in detail. Meanwhile, the Chairman informed the shareholders that a number of elements that have recently been finalized with GE, which had to result in higher proceeds from the disposal for Alstom. The CEO made it clear at the meeting that the combination, on the one hand, these positive adjustments arising from commercial negotiations with GE, and secondly, of the agreement that can be reached with the Department of Justice, would have a non-material negative impact, not exceeding an order of magnitude of 2% on the overall economy of the transaction with GE, which was submitted to the shareholders vote.

This was confirmed by the company on 22nd of December during the announcement of the conclusion of the agreement reached with the U.S. Department of Justice and the amount of the fine imposed. The information provided by the company to the shareholders at the December meeting, having been true and correct, there is no reason to call into question the validity of the shareholders votes. The second question is as follows. Is this fine linked to events that took place while you were Chairman and CEO, and if so, how do you plan to take responsibility? The answer is the following: the company, under the directorship of Patrick Kron, has implemented regularly strengthened and integrity programs to ensure strict enforcement of laws and regulations enforced in international trade. This has been a continued process that has been ratified through regular audits mandated by the CEO.

All the information relative to the settlement agreement with the U.S. Department of Justice is in the public domain, including the fact that it relates, for the most part, to historical projects and note, at the time, inadequacies in the internal control systems of the group. This agreement also acknowledges that the group's policies and procedures to combat corruption have been regularly improved. For example, Alstom has undertaken substantial efforts to enhance its compliance program and to remediate prior inadequacies, substantially increasing its ethics and compliance staff, improving its alert procedures, increasing training and audit investing, and ceasing the use of external success fee-based consultants. In addition, the company is not today subject to the control of a monitor on its compliance procedures, contrary to the practice in this kind of situation.

Finally, it is also worth noting that the agreement with the DOJ does not absolve any individual, company employee, or officer, or grant them any protection. This agreement specifically states that the DOJ can continue its investigation against any individual, including Alstom's executive officer. The third question is as follows. The media have reported on people being held in the U.S., employees or former employees, in conjunction with this case. Can you give us an update or what support is the group providing them? To the knowledge of the company, no employee of the group is being held in the U.S.A. The board is granting you, besides your global remuneration, an exceptional compensation of over EUR 4 million that can be considered as a veiled severance package, even though you leave behind a group that is publishing losses and has lost three-quarters of its business.

The AFEP-Medef code indicates that such a remuneration can be allowed only according to the group's performance. Could the board reconsider this decision in view of your failed strategy that has led precisely to the sale of these activities to GE? On the 20th of June 2014, the board of directors unanimously recommended the offer from GE to acquire Alstom's Energy businesses, to set up three alliances under the form of a joint venture in some of these activities, and to allow Alstom to strengthen its position in the strategic sector of signaling. The board considered indeed that this project best guaranteed the long-term interest of Alstom's employees, both in Energy as part of GE or the alliances, or in Transport within Alstom. The shareholders agreed on the analysis given by the board and gave their support to the project with more than 99%.

It also received the approval of the French state on the 5th of November 2014. The board considered that Patrick Kron, thanks to whom this project was concluded, was the only one able to complete, under satisfactory conditions, this major strategic operation for both the group and its shareholders, the implementation of which is particularly complex. Upon the proposal of the Nomination and Remuneration Committee, having obtained the opinion of the High Committee for Corporate Governance, the board unanimously decided, without the CEO being present, to allocate to him an exceptional unconditional compensation subject to the completion of the transaction with GE. It is indeed an exceptional compensation as contemplated by the AFEP-Medef code, which states that only highly specific circumstances may warrant the award of an extraordinary variable component.

In accordance with the AFEP-Medef recommendations, the board has fixed several conditions, the payment of this compensation, which are both criteria, the completion of the transaction with GE, priority strategy for the group. The payment of such compensation is not only subject to approval of the transaction by the shareholders' meeting, as was met in December, but also to the receipt of all necessary approvals from the merger control authorities and from the regulatory standpoints, a process which is still underway today. Its final amount will correspond to the cash equivalent of 150,000 shares of the company, valued on the basis of the market price of the company share on the day of completion of the transaction with GE. This corresponded to about 20 months of remuneration, both fixed and variable. The remuneration committee decided to cap it to two years.

Patrick Kron shall be leading the Alstom group at the time of completion of the transaction. The board fully confirms its decisions and rejects any allegation to assimilate this exceptional remuneration to a severance payment. The fifth question is as follows. Christine, could you tell shareholders meeting precisely what GE's commitments are towards employees of the activities now held by the U.S. conglomerate? The answer is the following one. Even before the completion of the transaction, GE has taken undertakings in a charter with the employee representatives. It's a matter of providing information relevant for the understanding of the project, information on the preparation of the integration, and the support of experts. As such, the direction of the General Electric human resources in charge of this project meets the representatives of Alstom employees.

As part of social policy and relationship with the social partners, GE also concluded with employee representatives an agreement on the European representation of the employees transferred from Alstom. It's planned to establish EWC covering all industrial activities of GE in Europe, for which negotiations start to date. Finally, GE is committed to create 1,000 net jobs in France over the next three years, primarily in high-value areas such as manufacturing and engineering. The respect of this commitment will be monitored by an external auditor. General Electric also has taken undertakings on the location of decision-making centers in France.

Patrick Kron
Chairman and CEO, Alstom

Thank you. We received on the 24th of June, a letter containing four questions from the Proxinvest company. The board of directors wanted to answer those questions.

Since it's a letter of 8 pages, I will ask Mrs. Assante to extract the four questions and to provide us with the answers. First question related to the legitimacy of the shareholders meeting of 19th December 2014, requested to take a view in a consultative capacity on the sale of Alstom energy businesses and shared and central services to GE. Further to the occurrence of the meeting, eve of a significant change in terms of a transaction stated in the report of the board and put on the agenda of the meeting, such being in breach with the French legal rules and notices, and more particularly Article R. 225-83. Wouldn't the recorded vote become null and void, and by the project being so modified and maintained, wouldn't be a new consultation be required? The board of directors gave the following answer.

Kareen Ceintre
Secretary to the Board of Directors, Alstom

The board notes that this question is similar to the first written question put by the company, Phitrust Active Investors, to the extent that it calls into question the validity of the shareholders vote during the meeting held on December of 2014. Therefore, the board provides the same response. The board notes that the Chairman and CEO made it clear at the meeting that the combination, on the one hand, of these positive adjustments arising from commercial negotiations with GE, and secondly, of the agreement that can be reached with the DOJ would have a non-material negative impact, not exceeding an order of magnitude of 2% on the overall economy of the transaction with GE, which was submitted to the shareholders vote. Second question related to the quality of the information provided with regards to the conduct at the origin of the fine.

Proxinvest indicates that the parent company, within the framework of the agreement with the DOJ, has fully admitted it was guilty on various failures with regard to control and diligence, and after reading the registration document, 2014-2015, raises the following question: Can we therefore consider as an exact, sincere, and exhaustive information that the conduct admitted by the company mainly arose from the use of external sales consultants? Can we assert, as stated in the Chairman's and auditors' reports, that there was no failure with regard to control processes in the group? This is the answer. The company assured that the shareholders were properly informed, and more specifically in its annual report on the investigation conducted on alleged illegal payments. The company under the directorship of Patrick Kron has implemented and regularly strengthened an integrity program to ensure strict enforcement of laws and regulations in force

Patrick Kron
Chairman and CEO, Alstom

In international trade, this has been a continual process and been ratified through regular audits mandated by the Chairman and CEO. Improvements have also been made on the efficiency of the internal control provisions, which had punctually failed as regards the facts identified by the DOJ. The registration document 2014-15, as well as the Chairman's report on internal control and risk management procedures included therein, present the elements relating to the fiscal year 14-15 and underlie, to this extent, the actions undertaken during the course of the fiscal year ended on 31st of March 2015, in order to continue the strengthening of the integrity procedures of the group.

The efficiency of the current measures is notably illustrated by the fact that the company has not been required by the Department of Justice to have the monitoring of an external auditor, called a monitor, to ensure the functioning of the current compliance procedures. Third question related to the legitimacy of the information on the exceptional compensation proposed for the Chairman and CEO. Do the concealment or spreading of elements in breach of the law on the remuneration proposed to the Chairman and CEO for the fiscal year 2014 constitute inaccurate and misleading information on the remuneration proposed for the executive director for the fiscal year? The board gave a following answer.

The board considers that all the elements related to the remuneration of the Chairman and CEO have been set in accordance with the applicable law and the AFEP-Medef Code recommendations to which the company refers, and the corresponding information has been made according to the standard rules and practice of the company in this field. More specifically, the exceptional compensation decided by the board of directors on the 4th of November 2014 and immediately disclosed according to the AFEP-Medef Code, is presented in the section relating to the remuneration paid to the executive director of the Chairman's report to the board of directors, and no element is considered as suggested by this question. See section entitled "Exceptional and Conditional Remuneration" on page 220 of the registration document 14-15.

The exact amount of this compensation could not be included in the two AFEP-Medef summary tables on page 224 of the registration document that are mentioned by the shareholder. To that extent, that unlike as for the statement made in the preamble to this question, such compensation is not payable for the fiscal year ended on 31st of March 2015. The payment of this compensation is indeed conditional upon the completion of the transaction with GE and the presence of the director, the head of the company at the time of its payment, and its amount will be set according to the market price, stock price. To ensure transparency, the existence of this conditional and exceptional compensation is recalled under those terms in the table footnotes of the AFEP-Medef summary tables on page 224 of the registration document 2014-15.

The Chairman and CEO also benefits from an exceptional variable compensation decided on the 4th of November 2014, which is conditional upon the completion of the transaction with GE, expected to take place over the course of 2015-2016 fiscal year. This compensation will be paid as the case may be over the course of the 2015-2016 fiscal year. It is capped at two years of his 24-14 remuneration. The provision has been accounted in respect of this remuneration in the financial statements as of 31st of March 2015. The amount effectively paid will be included in the summary tables that will be prepared for the fiscal year during the course of which it will be due and paid upon satisfaction of the related conditions.

Concerning the presentation of elements regarding the remuneration of the Chairman and CEO in the elements resolution, it provides on one hand the elements concerning its fixed and variable remuneration for the fiscal year 2014-2015, on the other hand, the cap and the characteristics of this exceptional and conditional compensation decided by the board on the 4th of November 2014. It is also recalled that such compensation is due in respect of events that are subsequent to 31st of March 2015. Question number 4. Question related to the opportunity to consider the cancellation of such exceptional compensation, given both legal risk and current context of the company.

Given the illegitimacy of the remuneration which puts at risk the company and the unbalanced nature of its amount in the current context, would the Chairman and CEO, like his predecessor, not agree on renewing his renunciation of 2009 for any termination payments? Answer. The board considers that the granting of an exceptional compensation to benefit of the Chairman and CEO under the terms as set is legal and legitimate. The board rejects any allegation to assimilate the conditional and exceptional compensation to a severance pay. An answer to this effect to the fourth written question from the company Phitrust Active Investors. Thank you very much for your attention.

Okay. Thank you, [Karine Delamarre, for this lengthy presentation, we wanted to give a detailed answer to the written questions.

Let's answer questions from the audience, we're going to take questions from this room, we'll also take the written questions I have received in the meantime. Let's start with the room first since we have the mic. Yes. Could you please ask your question? Number 2, go ahead. I know that Mr. Beligo is in the room. I haven't seen him, but I will give him the floor later on. René Pernelly, individual investor. Good evening. You said during a shareholders meeting some time ago that OECD, right at the beginning of the century, examined the fraud questions or the matters, asked companies to define a charter, a code of ethics, to take all necessary actions to remedy those possible corruptions.

It is admitted in some texts you have read that there has been a failure or a loophole in the policy of the company in the past. Was it under your predecessor or under your leadership? The company has to pay. What we observe is that the $772 million, you said euro, but of the U.S. fine are offset almost by the increased price paid by GE for the takeover of Alstom activities. It means that when a company buys another company, the company takes all assets, what is positive and what is negative. To us shareholders, it is not exactly the same. It's not at all the same.

I do not know what the additional money paid by GE to Alstom, what's going to come out of this money, for the fiscal year closed on the 31st of March 2015, this fine is booked in these accounts, and therefore the results are in the red. Therefore, we can say that we, as shareholders, especially the individual shareholders, suffer from that, because we do not have any dividends. I find it very regrettable. I have to tell you, although I have a lot of esteem for you, that for the fiscal year 2014-2015, you should have given up the variable portion of your compensation. My question, first question. I heard that you know, that with the media, we always have to be very cautious. I confirm that. I heard that there would be other legal proceedings against Alstom in other states.

We don't know whether it's in France, in Europe, in the U.S., or elsewhere. My question to you, how many legal proceedings are there, in which country? Which litigation? Number 2, following step. The legal actions might not have started yet, there may be some disputes, I'm very cautious, which could lead to legal proceedings. Could we please take stock of the situation so that in the future years, we are not confronted with the same situation, and that we do not discover all of a sudden that fines will be imposed upon Alstom? With Mr. Folz, you insist on the quality of the governance of the company. In the end, this governance is far from being so good. One example which struck me, I observed that the attendance rate of the directors in the nomination and appointment committee was not very high.

It was not really high, and with the very modern techniques and video conferencing resources, it is possible to have everyone on this committee, even if you stay at home. Thank you.

You have raised a large number of questions. You are referring to the loss on the financial year. Yes, that's a factor, and this is due to the prospects impacted by this fine of $772 million, because this had an impact on the balance sheet, of course. As it happens, this is recognized in the accounts, but the Opra transaction with GE is not yet recognized. When it is, you'll see an exceptional positive payment of $700 billion. Concerning the dividend, there won't be any dividend distribution indeed. There's the prospect, I hope in a very near future, of having a general shareholders meeting where you can decide about an Opra amounting to several billion EUR. If the transaction takes place, there's no reason why you should distribute a dividend before the Opra.

If the transaction is not closed, it's not completed, then we won't be able to pay a dividend anyway. The rules for applying the implementing the compliance policy. Look at our registration document and annual report. You have not only the review of all the details of this American operation, but you also have some indications regarding the different investigations underway in the U.K., in Brazil, and in France in particular. Here we've been very, very transparent with the information we had. I'd like to return to our general policy on compliance and what actions we have in place to fight corruption, to call a spade a spade. You say there's a problem. Yes, of course there is a problem, but one problem is one problem too much. Let me take an example. We talked about safety at work earlier.

Kareen Ceintre
Secretary to the Board of Directors, Alstom

Unfortunately, there are accidents. They are decreasing in number. You tell me, "Mr. Kron, you're a criminal. Some people come to earn a living in your firm, and they get injured." Yes, we would be criminals if we did not set up a safety policy, if we didn't have protective gear for the equipment, if we did not train people correctly. There is no zero-risk situation. Our objective is to reduce the risk as much as possible. How do we do it? "That has nothing to do with it," says somebody in the audience. "Let me It has everything to do with it." "No, no," says somebody. The interpreter cannot hear anymore because there's no microphone. We'll have to wait until Mr. Kron's answers comes before we can make anything out of it.

I believe," says Mr. Kron, "that the debate is not based on the noise level, but it can only progress by exchanges and voting. You have a resolution to approve or not approve the remuneration of the so-called criminal." Still no microphone, sorry. "Thank you for this clarification, sir," says Mr. Kron. What do we do in this situation? Let me repeat. Anybody could do better, I'm quite certain, but we, in our small way, did this. Day after day, we set out and implemented the resources needed to comply strictly in all the 100 countries where we have commercial operations. For all the employees involved in these commercial operations, we have set objectives, the code of ethics. We have set down procedures, we have implemented means of controls, and we trained people.

Whenever we identified a problem case, we investigated it, we dealt with it, we took the necessary measures, and we made sure that it would not happen again, just like the example I was giving as a metaphor with safety at work. There is something that you need to understand there, sir. I'm only providing an explanation, sir. I cannot rewrite history. I just try to avoid creating problems or damages. What we try to do is to deal with whatever case emerged to the best interest of the company. More specifically, we try to implement resources and means so that it would not happen again. The Department of Justice today, it's a unique case. There was a problem, and there was a fine, and a heavy fine, I agree. The Department of Justice did not ask that a controller should be appointed.

All other companies in the similar situation were condemned to having a controller in place. We don't. We had a monitor that stayed in place for three years. He examined everything, came up with remarks that we took into considerations, and that enabled us to improve, and which is why I have no headache today as to the way the company operates. Well, of course, there is a limited number of problem cases. Every year, we sign tens of thousand contracts. We have a place for EUR 350 billion worth of contracts. A problem with a few hundred million EUR, it's a lot for ordinary people, but it's 0.000%, you see. We're doing as well as we can, and we're certainly doing better than many others. I have for you to recover after this somewhat noisy exchange. I have received a few questions in writing.

A series of questions on transport. One concerns our Translohr tire wheeled tramway. A few contracts in exotic places such as Clermont-Ferrand or a city in Colombia. Do we recover the braking energy of trains? Well, we recover 99% of the braking energy on trains, as Mr. Maillon explained. I'm told that the railway market is in a crisis, and how will we recover? Of course, there's competition. Of course, certain conurbations don't have quite enough funds, but we still have EUR 20 billion in our order book for with a back of what? Four or five years. That's a historic record. We have succeeded in maintaining and reinforcing our positions in industrialized countries. We're developing in emerging countries. We'll develop further when we get GE's signaling business.

For a company that finds it difficult to recover, well, I wish all other French companies to fare as badly as we do, really. Should we produce, what about the buses and lorries? Well, I don't think we need to achieve skills and competencies in areas that are so different from ours. Now, there's a question on the headcount at Alstom Transport, the permanent staff. Well, they have decreased by 300 people, and we now have 26,000 employees, plus, minus a few. Because, as you know, there are a number of restructuring operations in Canada, England, Spain, and Saint-Ouen where we have our head office. Another question, is Alstom going to take place in this major climate conference? Either directly, yes, or through another company that brings together all the French railway players. Well, up to you now. I need to rest a bit.

Speaker 10

The lady over there, number one, microphone number one. Marie-Jo Pasquet. I'm a shareholder and the head editor of a website. We looked at your financial communication. We came up to the same conclusion as Fiducial and Phitrust. I disagree with the positive and negative adjustments that you mentioned that were presented on the 19th of December. I will repeat what you said before the deputies, the members of Parliament. You were saying that all the assets and liabilities were to be taken over by GE. The project was therefore reduced by EUR 600 million. In the registration document, we see the figure EUR 720 million for some unknown reason. This year, it is said represented 5% of the transaction.

At the same time, we had other commercial discussions with GE that led to an increase of the sale of other assets that would bring a positive EUR 400 million for Alstom. A negative element of item for EUR 700 million and a positive item of plus EUR 450 million, you say that the difference would be only 1%. I think that your explanation is somewhat a bit of a fallacy, really, because on the one hand, you offset the sale of assets by extending the duration by which the Alstom brand could be used by GE. On the other hand, you have a decreased price for GE that is an extra expenditure on Alstom. Mr. Kron, I believe that you are not putting two and two together to make four.

If you damage my car, you and to decide to remedy this, you are not going to do so by buying back my washing machine. This would be a fallacy, just like the explanation you said. What Fiducial and Phitrust ask is that is the fact that the vote was not valid is totally fully grounded. The second point about the financial information. It seems that in all this business, you've been led on because you had a fine and you didn't know how to present it to the shareholders, and GE came upon this. I'm not going to say that you deliberately tried to hide this fine with this agreement with GE, although you may have. You said that this fine was something that had been known since June. You say that it would be offset by GE.

It would be taken over by the liabilities of GE, which means that the fine was known. If this is the case, why was it not provisioned in May? Why was it not provisioned on the 30th of November in the half-year account? Or maybe it was there, but hidden somewhere totally inconspicuously. Why did the audit committee accept this? Your answer that would say, "Well, we didn't know how much the fine would be," that doesn't hold water because not knowing the amount, well, if you just don't cooperate and don't discuss with the authorities, you can further postpone the decisions by the Department of Justice. This is important because this seems to be a repetition of the British fine.

What you don't say about the British fine is, and you were asked the question, is since your registration document, something has happened, Jean-Daniel Lainé, the Chairman of Compliance, was arrested, or rather, sorry, was not arrested, but he was indicted and sued. If this is justified, if the facts are proven to be true, and so that could feed into the SFO in Britain, and I know that the investors are trying to compute what the British fine could be, and it's quite high. Why is it that today we had only eight lines in the registration document concerning the British case, and it seems that we can't sense the amount. Why is it that the statutory auditors accept this?

If there's a fine of EUR 500 million for the shareholders, and they buy back the share, it won't be perhaps EUR three and a half million or EUR 1 billion or EUR 4 billion, but lower than that. Could you answer this question?

Patrick Kron
Chairman and CEO, Alstom

Yes, of course, I can. First question, on the shareholders meeting of last December. Six months after the fact, you declare you discover that the situation is not regular, and to your question now at a stage of development, the transactions. This would be not responsible, but the problem cannot be phrased this way. The answer was provided by the board of directors. The board had not as an obligation to consult with the shareholders meeting. We did it because we wanted it for governance reasons. During this shareholders meeting, we said two things regarding the transaction with General Electric, so two targeted things. The first one was that based on the previous assumptions and according to the terms and conditions of the agreement of GE, if there was going to be a fine, we anticipated that it would be paid by GE.

We gave up this provision of indemnification. Let's say the transfer of the liabilities to GE. This condition was imposed by the American authorities, and we did it because it was in the interest of the company to accept it. Indeed, if you look at the initial project, the amount has been deteriorated, and you are surprised at the amount in euros. If you look at the fluctuations between the currencies, you will notice that the parity has changed. If it's the only problem you have, it's not that serious. Indeed, we had this negative element, and we had a positive element, which was within the framework of the transaction with GE. It has nothing to do with a washing machine or a car.

It was the same project, minus this fine, then plus a number of components related to the transaction, enabling us to increase by EUR 400 million the amount of what we're going to get from GE. When I add up and I take into account the minus, I arrive exactly at what I said in December and in the press release published on the 22nd of December, within the framework of the financial information given to our shareholders, figures and the facts have not changed. What I said in front of the National Assembly, one of the three additions, hearings, I said that a plus and a minus did not seem to me changing significantly the terms of the transaction, and the shareholders who voted on this project would not have voted on something which is different from a material point of view.

Second topic related to that one. In the financial communication and the knowledge we had of the amounts, this corresponds to some theories which are insidious and stupid, based on conspiracy, as if, okay, we understand the whole transaction with GE is because there was a problem with the American authorities, and it's a way of getting a peaceful solution. No, it's absurd, it's stupid, it's insulting, it's against facts. Because of course, we explained to GE the risk we had, because at that time we negotiated this, we had not started discussions with the American authorities on a possible financial transaction. Of course, I presented to GE. GE was ready to collect all liabilities, and I wanted GE to know exactly what they were going to buy. But the Department of Justice became aware of this project.

There was a leakage by Bloomberg on the 23rd of April, and you heard of this project, as they heard. At that time, well, nobody had the slightest idea what would be the amount of the fine, and we anticipated. What you could do is check in a very detailed way, and you can do it after the shareholders' meeting. I did it after I received the recent communications. If you take the details of our financial communication, what we said about the DOJ, the accounts of the 31st of March 2015, what we said in 2014, and look at what we said and what we did. So we have an investigation on five cases for the SFO, five cases.

Cases which are between 2000 and 2006, to be precise, and for which there is a legal proceeding in progress because the dossier is going to be brought to the British justice, and you're not going to make me make specific declarations because there is a legal proceeding in progress. You're talking about Jean-Daniel Lainé and the fact that he's being indicted. Let me take this opportunity to tell you that this gentleman indeed did work for our company for 41 years. In 2006, he was appointed to me, appointed to deal with compliance. He used to work in Paris and have the highest esteem for the honesty, the rigor of Mr. Lainé. I do believe that he contributed with me in a very decisive way. He contributed to the implementation of procedures recognized now by the judiciary authorities as being in compliance.

Of course, he's been indicted because of the lack of presumption d'innocence over there. We'll see whether there is a fine. It is too early for me to tell you because it is in progress, I cannot anticipate on a possible fine. That's it. Number 6. Good afternoon, Chairman. The individual shareholder. Chairman, some years ago, I mentioned a problem of turbines, you said we're not going to take an action there because in the business world, it is not possible. 10 years ago, there were already problems, not so long ago, I went to Switzerland to visit the graveyard of my grandparents, I met the trade unions of Baden. They speak French very well. We talked again about those problems. This person of Baden regretted that we didn't take an action at that time, but it's past time.

Speaker 10

What I regret is that we have a fine, a fine we paid, in a document you have $720 million. In another document, it's $772 million. I do not understand whether it's in U.S. dollars or it's in EUR with the parity at the closing date, or it was not specified. I thought of that. Yes, that's the reality. That's the difference. Furthermore, Chairman, is there a correlation between what happens with Mr. Chaudronnier at the BNP and the case we have this year with the Americans regarding the fines? I heard so many rumors and crazy things on these matters. Let's try not and add to it. Is national representative establishing a link between the We have a number of questions on GE. Let me try and answer them. Are you sure that the commission is going to give an agreement to the transaction?

Patrick Kron
Chairman and CEO, Alstom

I'll start with the easiest questions. Are you sure that the European Commission will agree, knowing that GE will have over 50% of the gas turbine market? Okay. Is the sale to GE really threatened? Where do we stand, what is going to happen if this project fails? What would happen if this project was to fail? Listen, we obtained, as I said in my presentation, about 15 agreements from regulatory authorities, I hope that we are now almost finalizing those approvals in Europe, but we have some jurisdictions as well are having to give their agreements. Let's say a few words on Brussels. Where do we stand? After we put a dossier, which was maybe not exhaustive enough, in spite of the 50,000 pages, we received several hundreds of questions, we tried to answer all questions.

When I said we, it's GE and us. Okay? Those answers were analyzed. We had about 50 meetings with people in charge of this dossier in Brussels, they made a statement of objection. "Notification de grief," as we say in French. What does it mean? It means that all elements on which there might be a problem. It's a very complete document, we responded to this document two days ago or 72 hours ago. This document is a list of things where we need to provide an answer. We can say there is no problem for so many reasons, in some other cases, we bring what you call remedies. They will be examined by the commission. When I say we, it's we and GE.

Once again, it's absolutely essential because once again, after 14 months of examination and investigation, if the project was to fail, it would be a very difficult situation. There is no reason why we should end up in such a situation. We carried out an analysis on complementarities, this analysis is absolutely true. GE is strong in some fields where we are not strong and not sustainable in the long term. The sectors where we have a significant position, there's no problem of competition because GE is not present, like markets around coal, offshore wind power, nuclear turbines. You see there is some overlapping. This is the case of gas turbines, and this is the subject of specific attention by the European Commission.

Unfortunately, this is what we discussed several times, our positioning on gas turbines, we sold about a dozen of turbines per year in the last years, this market is not strong enough to be added to GE. When you have GE, when you have Siemens, Mitsubishi, Ansaldo, the Chinese operators, the Koreans, do you really believe that customers will have problems to find the right piece of equipment? I am confident, if we have to give additional information on such and such matter, we will do it. In the next few days, I will have the opportunity, with GE, of course, beyond the handover of a written document, I will have the opportunity to attend a meeting with the community authorities and the member states. I'm confident, I'm sure that we can complete this project.

I'm not going to change my opinion each time I've been asked this. I find that it's a very lengthy procedure. It's very difficult to go through from a human point of view for the teams and from a financial and sales point of view. I do hope that we are on the right track, it's the last stretch. I really hope so because time is running away, it is a real trauma for the company, in the end, it will destroy value and jobs. Everyone is aware of that, therefore we need to move ahead. Question number 2. Bonjour, monsieur. Bonjour. Jerome. Jerome is my name. I'm a shareholder. What about-

Speaker 12

The initial agreement plans between Alstom and GE the current agreement, are there a lot of differences?

Patrick Kron
Chairman and CEO, Alstom

Okay. Let me clarify a number of points. Let me give you a broader answer. You know that the agreement. There was a leakage on the 23rd of April. This agreement does not correspond to the one signed in June and then implemented, and for which the shareholders gave an agreement. A number of provisions took place with the joint ventures between GE and Alstom. Rights were given to the state, in the nuclear sector and so on and so forth. Of course, there have been a number of differences between the initial plan. This is in accordance with what was submitted to the extraordinary shareholders meeting. It's not true that you discover later on that the situation has changed. No, everything is very clear.

The operation of joint ventures is very clear and was detailed in the documents submitted to the shareholders for the shareholders meeting of December. The situation has not changed compared to the three-party agreement signed between the state, GE and Alstom of the 21st of June. It was slightly different from the agreement I negotiated with them in last April. Yes, indeed. There are three parties, the state, GE and Alstom. This agreement is being implemented now or enforced now. Number four?

Speaker 11

[Foreign language] Bonjour, Monsieur President.

Bonjour.

Good afternoon, Jeanne Farchard, individual shareholder. I'm a bit surprised with the way you're presenting things and ridiculing the people who ask specific questions. I'm not going to go into the detail of things. I only find that without looking at the changes in the share price in recent days, we shareholders have lost a lot. We asked you to give up the variable part of your remuneration. You did not answer this. We have abandoned our variable share a long time ago, looking at the share price. I'd like you to say something about all this because, well, I don't know whether you recognize me. I already asked questions in the past. I was never unpleasant to you. I am, though, today. What happens? We are losing money. We don't understand. You say that the order book is full. Oh, well.

Well, it's all going well on that side. How is it that the market doesn't value the company so well? It means only that there are things that you're not telling us. Two plus two is always four. I'd like you to answer this one because you didn't answer the first shareholder that asked the same question. It's not just you see. You have a whole board of directors who are all paid from EUR 50,000 to EUR 77,000. Mr. Jean-Martin Folz is always a director of the boards of all companies that are not doing well. He's a professional director. Well, get us rather people who are prepared to risk their shirt, because these directors don't hold that many shares. EUR 16,000 is peanuts for you. I'm worried because I trusted you until about a year ago, maybe two years.

Now my feeling is that you're really laughing at us. Not only are we losing money, but you're making fun of us. You don't want to reduce our remuneration while we lose money, and the directors are really heavily paid for not a lot of work.

Patrick Kron
Chairman and CEO, Alstom

Well, thank you very much. I'm going to answer these two questions. Not those concerning my remuneration, but I'll answer your two questions. First, I'm not making fun of anybody. Like I'm being insulted, I tend to react perhaps a bit more vividly than I should, but I do not make fun of anybody here. Everybody can express whatever they say as long as they are not insulting. Please don't say that I'm mocking anybody. Now to the share price. Of course, I see the development of the share price. When I joined Alstom, the share was worth nothing. You trusted me for a time, and that's very kind of you, and you were right to do so. Now, remember the last capital increase that I did, 2004? It was worth EUR 0.40. As it happens, indeed

The share price has been under pressure for a while, since the peak we experienced in 2009. Why is it? Well, not just because we are no good. It might also be because, as it happens, we're exposed to difficult strategic developments, in particular in the field of energy, where the markets are changing. On a market of 250 units worldwide, how many turbines were sold in Europe last year? One. For gas turbines, for example, we had market shares in Europe of about 20%, plus a few percentage points in the rest of the world. Now, we still have 20% of a market which is now zero, and the rest is very difficult.

What happened, sir, is that if we look at the structural development of the environment in which we are, which is an illustration of the share price, because shareholders analyze things just like we do, they see that the market is difficult. Look at Suez last year, EUR 15 billion in assets depreciation. That was a plant that we supplied to them. Look at Alstom. Look at E.ON in Germany. They're stopping their energy business and concentrating on photovoltaic. Look at Enel in Italy. They have a program to reduce their gas capacity in the coming five years. The conditions are not good. In the face of this, I made responsible decisions, at least I consider them to be responsible decisions, by organizing this transaction with GE.

Of course, I find it extremely difficult because my number one responsibility was trying to find a future for the group within the group. You have to look at reality in the face. If you have a choice between doing nothing and heading straight for the wall, go ahead. Making a decision that meant that everybody was against us at first, then they started thinking. The shareholders, when they were asked to approve, some were against. Then they all say that the general meeting, the shareholders' meeting, that they were against this operation. When they came to vote, 99% of them voted in favor. I will urge that the share price today is under pressure, but you know very well why, sir.

One of the reasons is that shareholders, if we look at the situation today, they say, "Okay, that's where the company plans to head." There are risks with the execution, and the share price of Alstom is related to the risk of completion. What the order book will emerge for the time being, it's kind of drowned in a combination with the Alstom value focusing on transport in the conditions that correspond to the transaction with GE. What is the completion risk, knowing that if the transaction does not close, the consequences will be rather significant, to use an understatement. What you say about the board of directors, I'm very proud to chair this type of a board of directors. This operation with GE is good for the company, it's good for our employees, and it's good for our clients.

You should know the type of pressure that was imposed on the board of directors to fold up. You see? I'm very happy that the positions they took were indeed guided by the interests of the company and no other considerations. I don't accept that you should insult one or the other of our directors. I esteem all and each one of them, especially Jean-Martin Folz, who chaired, who was a very good CEO of a big company. I worked for him at the time, and he's done very good work as an independent director as well. He has decided not to ask for his office to be renewed, his term of office to be renewed, unfortunately. This is something I regret, and I would like to pay a tribute to his contribution to the operations of the company.

I can't allow you to just go ahead and say just anything. There were quite a lot of questions on share price that I tried to answer. There are a few questions on my exceptional remuneration that the Board of Directors has answered. Any other question from the audience? One more, and then we'll vote the resolutions.

Speaker 11

Yes, good afternoon, Mr. Luchet, individual shareholder. I have a very down-to-earth question about the competitiveness of the rail business. Despite the successes to SOS, there was something that surprised me last year in a paper. There was an agreement between Geneva and the Rhône-Alpes region to buy trains. It was the same order, and the Swiss bought trains from Stadler, and Rhône-Alpes bought trains from you, or us, for a price of EUR 13 million. That's a difference of 30%.

Of course, there may have been political support. There is a problem there. I don't want to comment on a contract that hasn't been signed. It is kind to raise the issue because I think we're going to publish a release tonight. You can't believe everything you read in the papers, even "La Vie du Rail". There has been a very heavy negotiation. We negotiated with the Rhône-Alpes region, and we signed a contract with them against Stadler, and we're very happy to have won this, to have been awarded this contract. On competitiveness, just a word. We were awarded all these orders, and this means that we're not that negligible. It means that we're good enough. We have good technology. We have industrial facilities well-distributed worldwide, and we can answer all sorts of configurations. The market is not easy.

Patrick Kron
Chairman and CEO, Alstom

It grows in volume. It's extremely competitive, and prices are being pressured downwards. If we want to continue registering orders, we have to work on costs, which is what we're trying to do. I think that the company now is good. The only problem that we had up to now was that we had limited, constrained financial resources. With the transaction, the GE transaction, that won't be the case any longer. Alstom will refocus on transport and will be able to conduct a development policy. We have quite a few resolutions to vote on. If you don't mind, we'll move to the resolutions. Last year, I forgot to explain the electronic voting procedure. I hope I don't do the same this year. First, the electronic procedure. Ladies and gentlemen, the unit that you were given is strictly personal.

The number of votes you hold is loaded in the unit and displayed on the screen. You can use only the green, yellow, and red keys. Red means voting for, in favor. The yellow key is when you abstain, and the yellow key you press when you vote against. After the resolutions are read, you have to vote on. You'll hear, "Please vote." At that time, you'll see the rectangle that it tells you the remaining time to vote. When this is over, you'll hear, "Voting is over," and you can no longer vote. The results will be displayed on the main screen a few minutes after the vote. Don't forget to please switch off your mobile phones during the voting procedure and return the voting units when you leave the room. Right. Thank you.

Kareen Ceintre
Secretary to the Board of Directors, Alstom

Now I'll ask our secretary that seems to have recovered from her reading of the questions and answers. As indicated in this session, the quorum is 20% for the ordinary part and 35% for the extraordinary part. It seems that the attendance list shows that the shareholders hold 62.5% of the shares with the voting rights. The resolutions will be adopted at the majority of the votes of the present or represented shareholders for the ordinary part, and two-thirds for the extraordinary part. The full text of the resolution is in pages 31 to 34 of the notice of meeting. We'll read the summary of the resolutions, and you'll vote immediately afterwards. In the first resolution, approval of the statutory financial statements and operations for the fiscal year ended on 31st of March 2015. Please vote.

Voting over. The first resolution is carried with a majority of 99.61%. Second resolution, the approval of the consolidated financial statements and operations for the fiscal year ended on 31st of March 2015. Please vote. Voting over. The resolution is carried, 99.62%. Third resolution, allocation of the loss of the fiscal year ended on 31st of March 2015. No dividend paid in respect of the fiscal year. Please vote. Voting over. The third resolution is carried with a majority of 99.645%. Fourth resolution, renewal of Mr. Patrick Kron's appointment as director for a period of four years. Please vote. Voting over. Fourth resolution is carried by 97.635%. The fifth resolution, renewal of Mrs. Candace Beinecke's appointment as a director. Please vote. Voting over. The fifth resolution is adopted by 92.22%. Sixth resolution, renewal of Mr. Klaus Mangold's appointment as director for a period of four years. Please vote.

Voting over. The sixth resolution is adopted by 98.636% of the votes. Seventh resolution, renewal of Mr. Alan Thomson's appointment for a period of four years. Please vote. Voting over. The seventh resolution is adopted by 98.135% of the votes. Eighth resolution, appointment of Mr. Henri Poupart-Lafarge as a director for a period of four years. Please vote. Voting over. The eighth resolution is adopted by 99.321% of the votes. Ninth resolution, appointment of Mrs. Géraldine Picaud as a director for a period of four years. Please vote. Voting over. The ninth resolution is adopted by 99.660% of the votes. Tenth resolution, appointment of Mrs. Sylvie Rucar as a director for a period of four years. Please vote. Voting over. The 10th resolution is adopted by 99.469% of the votes.

Eleventh resolution, advisory vote of the shareholders on the elements of remuneration due or attributed to Mr. Patrick Kron in the fiscal year 2014-2015. Please vote. Voting over. The 11th resolution is adopted by 87.176% of the votes. Twelfth resolution, approval of related party commitments made to the benefit of Mr. Patrick Kron and oppose the mandate as was approved by the general shareholders meetings in June 2015 and continued. Please vote. Voting over. Twelfth resolution is adopted by 97.133% of the votes. Thirteen resolution, approval of related party agreements entered into during fiscal year, exceptional compensation as authorized by the board of directors for the fiscal year 2014/2015. Please vote. Voting over. Thirteen resolution is adopted by 95.587%. Fourteenth resolution, renewal of PricewaterhouseCoopers Audit as a statutory auditor for six consecutive years with Mr. Edouard Demarcq. Please vote. Voting over.

The 14th resolution is adopted by 99.512% of the votes. 15th resolution, renewal of Mazars as statutory auditors for a period of six consecutive years with Mr. Cédric Haaser. Please vote. Voting over. 15th resolution is adopted by 99.515% of the votes. 16th resolution, appointment of Mr. Jacques-Edouard Georgiou as a deputy statutory auditor of PricewaterhouseCoopers Audit. Please vote. Voting over. The 16th resolution is adopted by 97.938% of the votes. 17th resolution, appointment of Mr. Jean-Maurice El Nouchi as a deputy statutory auditor of Mazars. Please vote. Voting over. The 17th resolution is adopted by 97.942% of the votes. 18th resolution, authorization to be given to the board of directors to trade the company's shares. Maximum amount, 10% of the share capital. Duration, 18 months. Please vote. Voting over. The 18th resolution is adopted by 99.627% of the votes.

19th resolution, authorization given to the board of directors to reduce the share capital by cancellation of shares. Maximum amount, 10% of the share capital. Please vote. Voting over. The 19th resolution is adopted by 98.603% of the votes. Finally, the 20th resolution, authorization to implement the shareholders' meetings decisions, and complete the formalities. Please vote. Voting over. The 20th resolution is adopted by 99.772% of the votes.

Speaker 13

Yeah.

Patrick Kron
Chairman and CEO, Alstom

Thank you to our secretary. Our hostess is at your disposal to collect the electronic keypads. Before declaring this meeting closed, I would like to thank you for having attended this shareholders' meeting. Thank you for your attendance and your trust. All items on the agenda having been addressed, the meeting is over. Thank you.