Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2002
ALSTOM
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(Exact Name of Registrant as Specified in its Charter)
25, avenue Kleber, 75116 Paris, France
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(Address of Registrant's Principal Executive Office)
(Indicate by check mark whether the Registrant files or will file annual
reports under cover of Form 20-F or Form 40-F)
Form 20-F X Form 40-F
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(Indicate by check mark whether the Registrant, by furnishing the
information contained in this Form, is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934)
Yes No X
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(If "Yes" is marked, indicate below the file number assigned to the
Registrant in connection with Rule 12g3-2(b):____)
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE
REGISTRATION STATEMENTS ON FORM S-8 OF ALSTOM (NO. 333-10658, NO. 333-12028 and
NO. 333-90154) AND THE RELATED PROSPECTUSES AND TO BE PART THEREOF FROM THE DATE
ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR
REPORTS SUBSEQUENTLY FILED OR FURNISHED.
Enclosures:
Notice of Meeting, Ordinary and Extraordinary Shareholders'
Meeting, 3 July, 2002..........................................................3
ORDINARY AND EXTRAORDINARY
SHAREHOLDERS' MEETING
3 JULY 2002*
NOTICE OF MEETING
The shareholders of ALSTOM are invited by the Board of Directors to participate
in the Ordinary and Extraordinary Shareholders' Meeting which will be held on:
Wednesday 3 July 2002 at 2:00 p.m.*
at the CNIT,
2 Place de la Defense
92053 Paris La Defense
The agenda, the proposed resolutions of this Meeting, as well as the terms and
conditions for participation at the meeting are contained in this notice.
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* In accordance with the law, the General Meeting is convened on first
notice, on Friday 21 June 2002, at 3:00 p.m. (Paris time), at the Company's
registered office, 25, avenue Kleber-- 75116 Paris. However, in the likely event
that the quorum requirement is not met on that date, the General Meeting will be
held on second notice, on Wednesday 3 July 2002, at 2:00 p.m. (Paris time), at
the CNIT, 2 Place de la Defense, 92053 Paris La Defense.
ALSTOM, societe anonyme with capital of € 1,292,324,754
25, avenue Kleber-- 75116 Paris (France)-- 389 058 447 RCS Paris
AGENDA OF THE GENERAL MEETING
Deliberating as an Ordinary Shareholders' Meeting
o Board of Directors' report.
o General Auditors' report for the fiscal year ended 31 March 2002.
o General Auditors' report on the consolidated accounts of the fiscal year
ended 31 March 2002.
o Approval of the non-consolidated accounts and the operations for the fiscal
year ended 31 March 2002.
o Approval of the consolidated accounts and the operations for the fiscal year
ended 31 March 2002.
o Appropriation of the income.
o Special Auditors' report on related party agreements.
o Renewal of the mandate of a Director.
o Appointment of a Director.
o Authorisation to be given to the Board of Directors to deal in the Company's
shares.
Deliberating as an Extraordinary Shareholders' Meeting
o Board of Directors' report.
o Special Auditors' reports.
o Authorisation to be given to the Board of Directors to increase the share
capital of the Company by the issue of shares or of any type of securities
which give immediate or future access to the Company's shares, with
maintenance of preferential subscription rights.
o Authorisation to be given to the Board of Directors to increase the share
capital of the Company by the issue of shares or of any type of securities
which give immediate or future access to the Company's shares, with no
preferential subscription rights.
o Limitation of the global amount of the issues decided pursuant to the eighth
and ninth resolutions.
o Authorisation given to the Board of Directors to increase the share capital
of the Company through issues reserved for members of a Company savings plan.
o Modification of duration of the mandate of Directors.
o Modification of duration of the mandate of censors.
o Amendments to the Articles of Association in accordance with law no 2001-420
of 15 May 2001 relating to new economic regulations. Statutory modifications
and revision of the Articles of Association.
o Power to implement the decisions of the Shareholders' Meeting and to complete
the formalities.
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This document is a free translation of the official French version of the Notice
of Meeting which is available upon request.
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HOW TO PARTICIPATE IN THE GENERAL MEETING
Should you wish to vote at the Shareholders' Meeting either in person, by mail
or by proxy, we hereby request that you return the enclosed voting form as soon
as possible to the financial institution which maintains your share account in
order to allow the centralising bank to collect all of the forms, by no later
than 18 June 2002, for first notice, and 30 June 2002, for second notice.
CONDITIONS NECESSARY TO PARTICIPATE IN THE GENERAL MEETING
Each shareholder may attend the Meeting in person, authorise another shareholder
or his spouse to represent him or her at the meeting, or vote by mail.
To attend this Meeting in person, be represented or vote by mail, you must
provide proof of ownership:
o if you are an owner of registered shares (meaning that your shares are
registered in your name in ALSTOM's share register maintained by BNP PARIBAS
Securities Services), you must be registered in the register held by BNP
PARIBAS Securities Services on behalf of ALSTOM, at the latest one day before
the date of the Meeting and until completion of the Meeting;
o if you are an owner of bearer shares, you must obtain from the authorised
financial intermediary (intermediaire habilite) with whom you have deposited
your shares, a certificate indicating the number of shares owned by you and
that such shares are not transferable (Attestation d'immobilisation), at the
latest one day before the date of the Meeting, and evidence the non transfer
of your shares until the completion of the Meeting.
CONDITIONS FOR PARTICIPATING IN THE GENERAL MEETING
o If you wish to attend in person:
You should apply for an attendance card (carte d'admission), which is required
to be able to attend and vote at the Meeting. To obtain this attendance card,
you should cross the box A of the attached voting form (the single form attached
to the present Notice of Meeting) and send it (duly signed and dated in box C at
the bottom), as early as possible to receive the card in due time:
- to BNP PARIBAS Securities Services if you are an owner of registered shares
(as defined above);
- to your financial intermediary holding your shares, if you are an owner of
bearer shares.
o If you wish to be represented at the meeting (vote by proxy):
You should complete the attached voting form and send it (duly signed and dated
in box C at the bottom) either to BNP PARIBAS Securities Services (if your
shares are registered shares) in the attached envelope or to your financial
intermediary holding your shares (if your shares are bearer shares) who will in
turn forward it to the centralising bank.
This voting form (which includes on the reverse side the instructions for
completion) enables you:
- if you select to cross Box 1, to give your proxy to the Chairman of the
Meeting: in which case the Chairman will vote your shares in favour of all
the draft resolutions proposed or agreed by the Board of Directors and
against all others;
- if you select to cross Box 3 (and give all the information required) to be
represented by your spouse or another shareholder.
o If you wish to vote by mail, resolution by resolution:
You should also send, as indicated above depending on the nature of your shares
(registered or bearer form), the attached voting form duly signed, after having
crossed and completed section 2.
Shareholders holding their shares in bearer form may obtain the said voting form
from BNP PARIBAS Securities Services as from the date on which the Meeting is
convened, by sending a request by recorded mail (and with acknowledgement of
receipt). This letter must be received by BNP PARIBAS Securities Services -
GIS-Emetteurs - Les Collines de l'Arche - 92057 La Defense Cedex, France, at
least six days before the date of this Meeting.
In order to be taken into account, such voting forms must be received by BNP
PARIBAS Securities Services or at ALSTOM's head office, duly completed, at least
three days prior to the date of the Meeting.
Voting forms sent by owners of bearer shares must be accompanied by an
Attestation d'immobilisation (Bearer Share Blocking Certificate) provided by the
financial intermediary with whom your shares are deposited.
Once a registered shareholder has voted by mail, he is no longer permitted to
attend the Meeting in person or to vote by proxy.
A shareholder is not permitted to return a voting form requesting to vote both
by mail and by proxy.
SUMMARY OF THE RESOLUTIONS SUBMITTED TO THE GENERAL MEETING
Ordinary part of the Shareholders' Meeting
The purpose of the first resolution is to approve the non-consolidated accounts
and operations for the fiscal year ended 31 March 2002.
The purpose of the second resolution is to approve the consolidated accounts for
the fiscal year ended 31 March 2002.
The purpose of the third resolution is to approve the proposed appropriation of
the income.
Having examined the special Auditors' report, you will be asked in the fourth
resolution to approve the related party agreements mentioned in this report to
which article L. 225-38 of the French Code de commerce applies and which have
had continuing effect during the past fiscal year.
It shall be proposed, in the fifth and sixth resolutions to renew the mandate of
Mr. James B. Cronin, as a Director and to appoint as a new Director, Mr. Georges
Chodron de Courcel. If you approve the proposal for the reduction of the
duration of the mandate of Directors set forth in the twelfth extraordinary
resolution, these new mandates shall be for four years as opposed to six years.
The seventh resolution is a renewal of the previous authorisation granted to the
Board of Directors. Its objective is to authorise the Company to purchase its
own shares within the following limits: such authorisation would expire on the
date of the Ordinary General Meeting which will be convened to approve the
financial statements of the fiscal year commenced on 1 April 2001. The maximum
number of shares which may be purchased would not exceed 21,538,745. The maximum
purchase price would be € 40 per share and the minimum sale price per share
would be € 10. The shares may be purchased with a view to regulating the
market price, to allow sale or purchase depending on the market, to allocate
shares to employees and executive officers of the Group and in particular
through stock option plans, in order to hold, sell, transfer or exchange the
shares purchased in the context of any financial transactions and in the context
of a general and financial management of the share capital and the shareholders'
equity of the Company and in particular with regard to its financing needs. The
shares may also be cancelled in the conditions laid down by law. A notice
approved by the French COB (Stock Exchange Authority) will be prepared prior to
the use of this authorisation.
Extraordinary part of the Shareholders' Meeting
Certain financial authorisations granted at the Shareholders' Meeting of 24 July
2001 approved an increase in share capital through the issue of securities with
or without waiver of the preferential rights of subscription, up to a maximum
overall limit of € 400 million (twelfth, thirteenth and fourteenth
resolutions) representing approximately 31% of the share capital as of 31 March
2002.
Due to this overall upper limit, these financial authorisations have been fully
used following the decision taken by the Company to proceed with an increase in
share capital by a nominal amount of € 397,638,384 with preferential rights
of subscription, the closing of which is expected to be realised soon after the
General Meeting.
It is therefore proposed to cancel the previous authorisations to the extent
that they remain unused and to renew them.
The aim of the eighth resolution is to authorise the Board of Directors, for a
period of 26 months, to issue shares of the Company, and/or securities
redeemable, convertible or otherwise exchangeable or giving rights to capital
shares of the Company, while maintaining the preferential subscription rights of
existing shareholders of the Company, within the limit of an aggregate nominal
amount of an increase in share capital of € 600 million, which will
represent approximately 35.5% of the share capital after completion of the
capital increase currently being implemented (excluding adjustments linked to
subsequent issues of securities) and the nominal amount of debt securities which
could be issued pursuant to this resolution could not exceed € 1 billion.
The ninth resolution is a proposal that the Board of Directors should be given
the necessary authorisation to issue the securities referred to in the preceding
resolution, for the same period but without maintaining the preferential
subscription rights of existing shareholders and with the option to grant
existing shareholders a priority to subscribe the securities for a limited
period. Total increases in share capital which may be realised immediately or in
the future shall not exceed € 300 million, which will represent
approximately 17.8% of the share capital after completion of the capital
increase currently being implemented (excluding adjustments linked to subsequent
issues of securities) and the aggregate nominal amount of debt securities which
could be issued pursuant to this resolution could not exceed € 1 billion.
This authorisation would allow the Board of Directors to issue securities as
consideration for securities tendered to the Company pursuant to a public
exchange offer initiated by the Company. This authorisation, with the prior
agreement of the Board of Directors, also allows the issue of securities giving
rights to shares in the Company, by companies in which the Company holds the
majority of the share capital.
The objective of the tenth resolution is to limit the total increases in share
capital to be effected immediately or in the future pursuant to the eighth and
ninth resolutions to not more than € 600 million, which will represent
approximately 35.5% of the share capital after completion of the capital
increase currently being implemented (excluding adjustments) and to limit the
aggregate nominal amount of debt securities which could be issued pursuant to
the eighth and ninth resolutions to not more than € 1 billion or the
equivalent thereof in any other currency.
Pursuant to the new provisions of applicable law, the renewal of the
authorisations we propose in the eighth and ninth resolutions lead us to propose
in the eleventh resolution to renew the authorisation, relating to share capital
increases reserved to the Group employees, granted to the Board of Directors by
the Shareholders' Meeting of 24 July 2001 (eighteenth resolution) which has not
been used and is still valid.
Therefore, the eleventh resolution is a proposal to cancel the previous
authorisation and to renew it by authorising the Board of Directors, for a
period of five years, to undertake increases in the share capital of the Company
by the issue of shares or any other securities which give access to the share
capital of up to a maximum nominal amount of € 100 million which will
represent approximately 5.9% of the share capital after taking into account the
capital increase currently being implemented (excluding adjustments), reserved
for members (who may subscribe to these new shares, in accordance with the laws
and regulations currently in force, directly or indirectly through mutual funds)
of a Company savings plan belonging to the Company or its subsidiaries.
The twelfth and thirteenth resolutions propose a reduction from six to four
years of the duration of mandates of Directors and censors. For the Directors,
this new duration shall apply to Directors elected during and after 2002.
The purpose of the fourteenth resolution is to update the Articles of
Association in accordance with French law no 2001-420 of 15 May 2001 relating to
new economic regulations in order to include the new legal provisions relating
to the role and powers of the Board of Directors, the Chairman of the Board, the
Chief Executive Officer and the Delegated Executive Officer(s), the role of
intermediaries acting for non-resident shareholders and to provide the terms
under which the Board of Directors chooses the method of general management of
the Company, to facilitate the giving of notice of Board Meetings and to adopt
the text of the new Articles of Association attached to the resolutions.
The method of general management of the Company will be selected by the Board of
Directors in its first Meeting to be held after the General Meeting.
The fifteenth and last resolution, allows for the fulfilment of legal
formalities following the present Meeting.
TEXT OF THE RESOLUTIONS SUBMITTED TO THE GENERAL MEETING
1. Resolutions falling within the powers of an ordinary shareholders' meeting
First resolution
(Approval of the non-consolidated accounts and operations of the fiscal year
ended 31 March 2002)
The shareholders, voting under the conditions of quorum and majority required
for ordinary General Meetings, having reviewed the report of the Board of
Directors, the statutory auditors' report and the non-consolidated accounts for
the fiscal year ended 31 March 2002 approve the accounts for the fiscal year
ended 31 March 2002, as drafted and presented to them.
The shareholders approve specifically the amount of non-deductible charges (art.
39-4 of the French Code General des Impots) referred to in the financial
statements.
The shareholders approve the operations shown in these accounts and/or referred
to in the reports.
Second resolution
(Approval of the consolidated accounts and the operations for the fiscal year
ended 31 March 2002)
The shareholders, voting under the conditions of quorum and majority required
for ordinary General Meetings, having reviewed the report of the Board of
Directors, the statutory auditors' report and the consolidated accounts for the
fiscal year ended 31 March 2002, approve the consolidated accounts, as drafted
and presented to them.
The shareholders approve the operations shown in these accounts and/or referred
to in the reports.
Third resolution
(Appropriation of income)
The shareholders, voting under the conditions of quorum and majority required
for ordinary General Meetings, approve the following proposal of the Board of
Directors, regarding the appropriation of the income for the fiscal year ended
31 March 2002:
- Income for the financial year.................... € 90,818,472.19
- Amount previously carried forward................ €142,760,709.38
- Allocation to the legal reserve.................. € -
- Distributable income............................. €233,579,181.57
- Distributable income carried forward............. €233,579,181.57
The shareholders acknowledge, pursuant to applicable law, that the dividends
distributed for the previous three fiscal years were the following:
Number of Global
Shares Dividend Tax Credit amount
------ -------- ---------- ------
€ € €
2000/2001........................... 215,387,459 0.55 0.275 0.825
1999/2000........................... 213,698,403 0.55 0.275 0.825
1998/1999
- Interim dividend (*).............. 200,000,000 1.13 0.565 1.696
- Final dividend.................... 213,698,403 0.50 0.250 0.750
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(*) Paid on 22 June 1998 solely to the two principal shareholders as at such date.
Fourth resolution
(Special auditors' report on related party agreements)
The shareholders, voting under the conditions of quorum and majority required
for ordinary General Meetings, having examined the special auditors' report on
the agreements to which article L. 225-38 of the French Code de Commerce
applies, approve the agreements mentioned in such report.
Fifth resolution
(Renewal of mandate of a director)
The shareholders, voting under the conditions of quorum and majority required
for ordinary General Meetings agree to renew the mandate of the Director Mr.
James B. Cronin, for a duration of six years, until the end of the Shareholders'
Meeting which shall approve the accounts for the fiscal year 2007/2008. However,
if the twelfth resolution is adopted at the present Shareholders' Meeting, this
Director shall be deemed reappointed for a period of four years, until the end
of the Shareholders' Meeting which shall approve the accounts for the fiscal
year 2005/2006.
Sixth resolution
(Appointment of a director)
The shareholders, voting under the conditions of quorum and majority required
for ordinary General Meetings, appoint as Director, Mr. Georges Chodron de
Courcel, for a duration of six years, until the end of the Shareholders' Meeting
which shall approve the accounts for the fiscal year 2007/2008. However, if the
twelfth resolution is adopted at the present Shareholders' Meeting, this
Director shall be deemed appointed for a period of four years, until the end of
the Shareholders' Meeting which shall approve the accounts for the fiscal year
2005/2006.
Seventh resolution
(Authorisation to be given to the Board of Directors to deal in the Company's
shares)
The shareholders, voting under the conditions of quorum and majority required
for ordinary General Meetings, having examined the report of the Board of
Directors, authorise the Board of Directors under the conditions set out in art.
L. 225-209 et seq. of the French Code de commerce, to purchase existing shares
of the Company within the limit of a number of shares representing 10% of the
share capital of the Company as of 31 March 2002, i.e. 21,538,745 shares as of
31 March 2002 and for a maximum aggregate purchase price of € 861,549,800.
This authorisation may be used to regulate the market price of the shares, to
allow sale or purchase of shares depending on the market, to allocate or sell
shares to employees, former employees or executive officers of ALSTOM and its
affiliated companies (as defined in art. L. 225-180 and L. 233-16 of the French
Code de commerce), in particular through stock option plans, in order to hold
the shares purchased, and, as the case may be, to sell, transfer or exchange the
shares purchased in the context of, or following, any financial transactions
(including upon exercise of rights attached to securities) and in the context of
a general and financial management of the share capital and the stockholders'
equity of the Company and in particular with regard to its financing needs. The
shares purchased may also be cancelled under the conditions laid down by law.
The purchase, sale, transfer or exchange of the shares may occur, in accordance
with the rules enacted by the relevant regulatory bodies, on or off the stock
exchange, at any time, including at the time of a takeover bid, and by all
means, including block transfer, the use or exercise of financial instruments,
derivatives and, in particular through optional transactions such as the
purchase and sale of put or call options.
The purchase price may not exceed € 40 per share and the sale price must
not be less than € 10 per share, subject to adjustments relating to
transactions affecting the share capital of the Company. If the Company proceeds
under one of the transactions described by the third paragraph of art.
L.225-209, the sale price will then be determined in accordance with the then
applicable law. Moreover, these shares could be transferred free of charge under
the conditions specified by law, in particular article L. 443-1 et seq. of the
French Code du travail.
The authorisation hereby given shall cancel and replace the authorisation
granted by the Shareholders' Meeting of 24 July 2001 in its tenth resolution,
and shall be valid until the next Shareholders' Meeting called to approve the
accounts of the current financial year.
The shareholders hereby grant full powers to the Board of Directors, with
authority to delegate such powers, to make all stock market orders, to conclude
all agreements in order to undertake all formalities and all declarations for
and to all bodies and, generally, to do all that is necessary to implement this
resolution.
2. Resolutions falling within the powers of an extraordinary shareholders'
meeting
Eighth resolution
(Authorisation to be given to the Board of Directors to increase the share
capital of the Company by the issue of shares or of any type of securities which
give immediate or future access to the Company's shares, with maintenance of
preferential subscription rights)
The shareholders, voting under the conditions of quorum and majority required
for extraordinary General Meetings, having examined the report of the Board of
Directors and the special report of the statutory auditors, and in accordance
with the provisions of the French Code de Commerce, notably its art. L. 225-129
III:
1. cancel the unused portion of the authorisations granted to the Board of
Directors by the Shareholders' Meeting of 24 July 2001 in the twelfth,
thirteenth and fourteenth resolutions;
2. delegate to the Board of Directors, for a period of twenty-six months from
the date of this meeting, all powers necessary to increase the share capital,
in one or more times, with maintenance of preferential subscription rights,
through the issue in euros or in any foreign currency, both in France and
abroad, of shares and/or any other securities which give immediate or future
access to shares in the Company including warrants issued autonomously with
or without consideration, which can be subscribed for either cash or by
set-off of debt and which have the same rights as those attached to existing
shares except for the date at which they give rise to a dividend;
3. decide that:
o the aggregate nominal amount of the increases in share capital that may be
carried out immediately and/or at a later date shall not exceed € 600
million to which may be added the nominal amount of the additional shares
to be issued in order to maintain the rights of the holders of securities;
o the aggregate nominal amount of the securities that are representative of
debt of the Company and which may be issued by virtue of this
authorisation, shall not exceed € 1 billion or the exchange value of
this amount;
4. decide that in the event of an offer to subscribe for securities, the
shareholders will be allowed to exercise their preferential subscription
rights in accordance with the conditions set out by law. In addition, the
Board of Directors will have the power to grant the shareholders the right to
subscribe further securities in order to obtain a greater number than that to
which they are entitled by virtue of their preferential subscription rights,
in accordance with the provisions of the law;
If subscriptions by way of exercise of preferential rights do not account for
the whole issuance, the Board of Directors may, in the order that it shall
decide, exercise either or both of the following options:
o limit the issuance to the amount of the subscriptions received, provided
that these subscriptions amount to at least three quarters of the proposed
issuance;
o freely allot and/or offer to the public all or part of the securities
which have not been subscribed;
5. decide that, if free warrants by scrip issue are allocated to holders of
existing shares, the Board of Directors shall have the power to decide that
rights to fractions of warrants will not be negotiable and that the
corresponding instruments will be sold, the proceeds of the sale being
allocated to those entitled to such fractions at the latest within 30 days of
the date of registration in their accounts of the number of warrants allotted
to them;
6. note that this authorisation and delegation of powers implies, for the
benefit of the holders of the securities which may be so issued and which
will give access to shares of the Company, the waiver by the shareholders of
their preferential subscription rights to the securities to which the
securities issued give right; decide in case of issuance of warrants not
attached to any securities, to subscribe for the Company's shares or of bonds
convertible into the Company's shares, to cancel the preferential
subscription rights of the shareholders to the benefit of the holders of the
warrants or of the convertible bonds as the case may be;
7. decide that the amount to which the Company is or may be entitled for each of
the shares which may be issued under this authorisation and delegation of
powers will be at least equal to the nominal value of the share of the
Company;
8. decide that the Board of Directors will have all powers to implement this
authorisation, with the right to subdelegate, within the limits of the law,
and in particular to set the dates and terms and conditions of the issuances,
the terms and conditions and method under which the securities issued will be
fully paid up, the conditions in which they will give rights to shares of the
Company, in particular in the event of an issue of debt securities whether or
not they have subordinated status, their redemption terms and conditions,
their fixed or variable redemption price with or without premium, and the
terms and conditions by which securities issued may be repurchased or
exchanged. The Board of Directors will also have powers to fix the date
(which may be retroactive) from which the new shares will bear dividends, to
suspend the exercise of the rights attached to these securities for a period
not exceeding three months, to determine the terms and conditions by which
the rights of the holders of securities issued and giving rights to shares
will be maintained in accordance with the law, to offset the share capital
increase expenses against the amount of premiums relating to such increases,
and to take generally all necessary measures and enter into any arrangement
to bring the contemplated issuance to a successful conclusion, record the
increase(s) in share capital and amend the Articles of Association
accordingly.
Ninth resolution
(Authorisation to be given to the Board of Directors to increase the share
capital of the Company by the issue of shares or of any type of securities which
give immediate or future access to the Company's shares, with no preferential
subscription rights)
The shareholders, voting under the conditions of quorum and majority required
for extraordinary General Meetings, having examined the report of the Board of
Directors and the special report of the statutory auditors, and in accordance
with the provisions of the French Code de commerce, in particular the third
paragraph of art. L. 225-129 III and art. L. 225-148:
1. cancel the unused portion of the authorisations granted to the Board of
Directors by the Shareholders' Meeting of 24 July 2001 in the twelfth,
thirteenth and fourteenth resolutions;
2. delegate to the Board of Directors for a period of twenty-six months from the
date of this Meeting all powers necessary to issue with no preferential
subscription rights for the shareholders, either in euros, or in any foreign
currency, both in France and abroad, the securities referred to in the eighth
resolution above;
3. decide that:
o the aggregate nominal amount of the increase in share capital that may be
carried out immediately and/or at a later date by virtue of such
authorisation and delegation of powers, may not exceed € 300 million,
to which may be added the nominal amount of the additional shares to be
issued in order to maintain the rights of the holders of securities;
o the aggregate nominal amount of the securities representative of debts and
which may be issued by virtue of this authorisation and delegation of
powers shall not exceed € 1 billion or the exchange value of this
amount;
4. decide that the capital increase(s) may result from the exercice of any right
of allotment, whether by conversion, exchange, redemption, presentation of a
warrant or by any other means, linked to any securities issued, with the
agreement of the Company, by any of the companies in which the Company holds,
either directly or indirectly, more than one half of the share capital;
5. decide that the Board of Directors may elect to grant the shareholders a
priority of subscription for all or part of the issue, for a period and under
the terms and conditions which the Board of Directors will set. Such a
priority of subscription will not result in the creation of negotiable
rights;
6. decide that if subscriptions by the shareholders and the general public do
not account for the whole issuance of securities, the Board of Directors may,
in the order that it shall determine, exercise either or both of the
following options:
o limit the issue to the amount of the subscriptions received provided that
these reach at least three quarters of the issue agreed;
o freely allot all or part of the securities which have not been subscribed;
7. note that this authorisation and delegation of powers implies, for the
benefit of the holders of securities giving access to shares of the Company,
the waiver by the shareholders of their preferential subscription rights to
the securities to which the securities issued give right; decide in case of
issuance of warrants not attached to any securities, to subscribe for the
Company's shares or of bonds convertible into the Company's shares, to cancel
the preferential subscription rights of the shareholders to the benefit of
the holders of the warrants or of the convertible bonds as the case may be;
further decide, in case of issuance of bonds with warrants to subscribe for
the Company's shares, by a subsidiary of the Company pursuant to art. L.
225-150 et seq. of the French Code de Commerce, to cancel the preferential
subscription rights of the shareholders to the benefit of such bondholders;
8. decide that the amount to which the Company is or may be entitled for each of
the shares issued in the context of this authorisation and delegation of
powers, after having taken into account in the event of an issue of equity
warrants not attached to any securities, the issue price of such warrants,
will be at least equal to the minimum value as stated by the applicable law,
i.e. currently the average of the quoted price of the shares of the Company
on the Premier Marche of Euronext Paris over ten consecutive trading days
selected among the twenty trading days prior to the start of the issue of the
securities, after adjustment of this average, where applicable, in the event
of a difference in the dates of entitlement to dividends;
9. decide that the Board of Directors, within the limits of the total share
capital increase authorised at paragraph 3 above, may use this authorisation
and delegation of powers to issue securities for the purpose of paying
securities contributed to the Company following a public offer to exchange
securities made by the Company in accordance with the limits and conditions
laid down by law;
10.decide that the Board of Directors will have all powers to implement this
authorisation, with the right to subdelegate, within the limits of the law,
and in particular the powers set out in the eighth resolution.
Tenth resolution
(Limitation of the global amount of the issues decided pursuant to the eighth
and ninth resolutions)
The shareholders, voting under the conditions of quorum and majority required
for extraordinary General Meetings, having examined the report of the Board of
Directors and the special report of the statutory auditors, and as a result of
the eighth and ninth resolutions, decide:
- to set at € 600 million, the maximum nominal amount of the capital
increases, that may be realised immediately or in the future, by virtue of
the authorities granted to the Board of Directors under the eighth and ninth
resolutions, provided that to this amount will be added the nominal amount of
the shares that may be issued to maintain the rights of the holders of these
securities giving right to shares pursuant to the law;
- to fix at € 1 billion or the exchange value of this amount, the maximum
nominal amount of the securities representative of debt of the Company, that
may be issued by virtue of the authority granted to the Board of Directors
under the eighth and ninth resolutions.
Eleventh resolution
(Authorisation given to the Board of Directors to increase the share capital of
the Company through issues reserved for members of a Company savings plan)
The shareholders, voting under the conditions of quorum and majority required
for extraordinary General Meetings, having examined the report of the Board of
Directors and the special report of the statutory auditors, in accordance with,
the provisions of art. L. 443-1 et seq. of the Code du Travail and the Code de
Commerce, in particular art. L. 225-138:
1. authorise the Board of Directors for a period of five years from the date of
this meeting, to increase the share capital, in one or more times, by a
maximum nominal amount of € 100 million, through the issuance, in euros
or any other currency, of new shares and/or other securities giving access to
the Company's share capital, reserved for the members of a savings plan of
the Company and/or of its affiliated companies and economic interest groups
(as defined under art. L. 233-16 of the Code de Commerce). This decision will
result in the express waiver by the shareholders of their preferential
subscription rights for the benefit of the beneficiaries to whom the issue is
reserved;
2. decide that the issue price of the shares issued pursuant to this
authorisation, shall not be lower by more than 20% of the average of the
Company share prices during the twenty trading days preceding the decision of
the Board of Directors relating to the capital increase, or higher than such
average price; the characteristics of the other securities giving access to
the Company's share capital shall be determined by the Board of Directors in
the conditions fixed by the rules and regulations;
3. decide that the Board of Directors may provide for the free allocation of
shares or other securities giving access to the Company's share capital,
within the limits of the provisions of art. L. 443-5 of the Code du travail.
4. decide that the Board of Directors will have full powers, with authority to
subdelegate such powers within the limits of the law, to implement this
authorisation within the limits and under the conditions mentioned above, and
in particular to:
o determine the companies whose employees and executive officers, as the
case may be, may participate in the issues;
o fix all the conditions that must be met by the beneficiaries;
o fix the terms and conditions of each issue and in particular the amount
and the terms of the securities to be issued, the issue price, the date
(which may be retroactive) from which the shares will bear dividends, the
method and schedule of payment of the issue price, the subscription
period;
o record the completion of the share capital increases in accordance with
the amount of shares which are actually subscribed and amend the Articles
of Association accordingly;
o enter into any agreements, carry out, directly or by proxy, any operations
and formalities;
o offset expenses against the amount of the premiums if the need arises;
o take any measures necessary for the completion of the issuances, carry out
all the formalities following the capital increases and generally do
whatever is necessary;
5. decide that this authorisation cancels the authorisation granted to the Board
of Directors by the Shareholders' Meeting of 24 July 2001 in the eighteenth
resolution.
Twelfth resolution
(Modification of the duration of the mandate of Directors)
The shareholders, voting under the conditions of quorum and majority required
for extraordinary General Meetings, having acknowledged the report of the Board,
agree to reduce from six to four years the duration of the mandate of Directors,
it being specified that this new duration applies only to the mandates of
Directors being nominated during and after 2002. The shareholders agree
consequently on a modification of article 9 of the Articles of Association as
follows:
The 2nd paragraph should read as follows:
"Directors appointed during and after 2002 are appointed for a term of four
years. However, when a director is appointed to replace another director
during his term of office, he only carries out his duties for the remaining
period of his predecessor's term of office. The term of office of a director
finishes at the conclusion of the General Meeting called to consider the
Company accounts for the preceding financial year and held during the year in
which his term expires. The age limit for directors is that provided for by
the Law. Directors are eligible for re-election."
Thirteenth resolution
(Modification of the duration of the mandate of censors)
The shareholders, voting under the conditions of quorum and majority required
for extraordinary General Meetings, having acknowledged the report of the Board,
decide to reduce to four years maximum the duration of the mandate of censors
and, consequently, to modify article 9 of the Articles of Association as
follows:
The 3rd sentence of the 5th paragraph is amended to read as follows:
"They are appointed for a maximum term of four years, which may be renewed
and which may also be terminated at any moment."
Fourteenth resolution
(Amendments to the Articles of Association in accordance with law no 2001-420 of
15 May 2001 relating to new economic regulations. Statutory modifications and
revision of the Articles of Association)
The shareholders, voting under the conditions of quorum and majority required
for extraordinary General Meetings, having acknowledged the report of the Board,
agree to amend the Articles of Association in accordance with the provisions of
French law no 2001-420 of 15 May 2001 relating to new economic regulations, in
order in particular to include the new legal provisions relating to the role and
powers of the Board of Directors, the Chairman of the Board of Directors, the
Chief Executive Officer and the delegated Chief Executive Officer(s), the role
of intermediaries acting for non-resident shareholders and to provide the terms
under which the Board of Directors chooses the method of general management of
the Company and to facilitate the giving of notice of Board Meetings.
Consequently, the shareholders decide to proceed with a general revision of the
Articles of Association and adopt in its entirety the text of the new Articles
of Association of the Company attached to the present resolutions.
Fifteenth resolution
(Powers to implement the decisions of the Shareholders' Meeting and to complete
the formalities)
The shareholders, voting under the conditions of quorum and majority required
for extraordinary General Meetings, hereby give full authority to the holder of
an original, a copy or an extract of the minutes of this Meeting for the
purposes of accomplishing all legal or administrative formalities and to proceed
with all required filings and publications.
New Articles of Association attached to the resolutions
SECTION 1
Form of the Company
Object - Name - Registered Office - Duration
Article 1 - Form
A societe anonyme, regulated by the provisions of the Code de Commerce and any
other legal or regulatory provisions in force (the "Law") as well as by the
Articles of Association, is formed between holders of shares hereinafter created
and shares that will be created in the future.
Article 2 - Name
The name of the Company is ALSTOM.
Article 3 - Object
The objects of the Company are, directly or indirectly:
o the conduct of all industrial, commercial, shipping, financial, real property
and asset transactions in France and abroad, notably in the following fields:
- energy;
- transmission and distribution of energy;
- transport;
- industrial equipment;
- naval construction and repair work;
- engineering and consultancy, design and/or production studies and general
contracting associated with public or private works and construction; and
- more generally activities related or incidental to the above;
o participation, by every means, directly or indirectly, in any operations
which may be associated with its objects, by the creation of new companies,
capital contributions, subscription or purchase of stocks or rights, merger
with such companies or otherwise; the creation, acquisition, lease or
take-over of business goodwill or businesses; the adoption, acquisition,
operation or sale of any processes and patents concerning such activities;
and
o generally undertaking all industrial, commercial, financial and civil
operations and real property and asset transactions that may be directly or
indirectly associated with the Company's objects or with any similar or
related object.
Furthermore, the Company can take an interest, of whatever form, in any French
or foreign business or organisation.
Article 4 - Registered Office
The registered office is located at: 25, avenue Kleber, 75116 Paris.
Article 5 - Duration of the Company
The Company is established for a period of 99 years from the date of its
registration in the Trade and Companies Register, unless it is wound up
prematurely or its life is extended.
SECTION 2
Share Capital - Shares - Payments
Article 6 - Share Capital
The share capital is set at one billion two hundred and ninety two million three
hundred and twenty four thousand seven hundred and fifty four (1,292,324,754)
Euro.
It is divided into 215,387,459 shares, each with a nominal value of € 6, of
a single class and fully paid up.
The share capital may be increased in the future, in accordance with the Law
from time to time.
Article 7 - Nature and Form of Shares - Obligation to Give Notification of
Shareholding Exceeding Certain Levels Set Forth in the Articles of
Association
The fully-paid up shares are registered shares or bearer shares, as the
shareholder chooses.
In addition to the legal obligation to notify the Company of certain
shareholding levels, any individual or legal entity acquiring a number of shares
in the Company giving a shareholding in excess of 0.5% of the total number of
shares issued must notify the Company by letter, fax or telex of the total
number of shares that he possesses within fifteen days of this threshold being
exceeded. Notification is to be repeated under the same conditions whenever an
additional 0.5% threshold is exceeded, up to and including a threshold of 50%.
To determine these thresholds, both indirectly held shares and shares classified
with shares owned as defined by the provisions of art. L. 233-7 et seq. of the
Code de commerce, will be taken into account.
In each of the above-mentioned notifications, the declaring person must certify
that the notification includes all stock held or owned in the sense of the
preceding paragraph. Such notification must also indicate the acquisition
date(s).
In the event of non-observance of the above provisions and in accordance with
the conditions and levels established at Law, a shareholder shall lose the
voting rights relating to the shares in excess of the thresholds which should
have been notified, if one or more shareholders holding at least 3% of the share
capital so requires.
Any shareholder whose shareholding falls below one of the above-mentioned
thresholds is also under an obligation to notify the Company within the same
length of time of 15 days and by the same means.
Shares are registered in the name of their owner either in the books of the
Company or with an officially authorised intermediary.
The Company may, under the conditions laid down by the Law from time to time,
request any officially authorised organisation or intermediary to pass on all
information concerning its shareholders or holders of its stock conferring an
immediate or subsequent right to vote, their identity and the number of shares
that they hold.
Article 8 - Shareholders' Rights and Obligations
Each share confers the right to participate in the capital of the Company and
the distribution of profits, subject to Articles 20 and 22 of these Articles of
Association, save that the rights assigned to shares of different classes that
may be created in the future will be peculiar to such shares alone.
No distinction will be made between shares with regard to taxation charges, so
that each share of the same class entitles its holder to payment of the same net
amount when any distributions or repayments are made during the life of the
Company or on its liquidation.
The liability of shareholders is limited to the amount unpaid on each share.
Dividends and income on shares issued by the Company will be paid in accordance
with the Law and in accordance with the methods determined by the General
Meeting, or, failing that, by the board of directors.
Each share is indivisible as far as the Company is concerned: joint owners must
arrange to be represented by one and the same person in all dealings with the
Company. If shares are subject to usufruct, this should be indicated when they
are entered in the register of shareholders.
The rights and obligations associated with the shares are transferred to any
subsequent owner of the shares.
Share ownership automatically involves acceptance of the present Articles of
Association and the decisions of the General Meeting.
SECTION 3
Management of the Company
and General Management
Article 9 - Board of Directors
The Company shall be managed by a board of directors comprising a minimum of
four (4) and a maximum of eighteen (18) members, save that in the case of a
merger this number may be exceeded under the conditions provided for by the Law.
Directors are appointed and may be removed by the General Meeting.
Directors appointed during and after 2002 are appointed for a term of four
years. However, when a director is appointed to replace another director during
his term of office, he only carries out his duties for the remaining period of
his predecessor's term of office. The term of office of a director finishes at
the conclusion of the General Meeting called to consider the Company accounts
for the preceding financial year and held during the year in which his term
expires. The age limit for directors is that provided for by the Law. Directors
are eligible for re-election.
If vacancies arise through the death or resignation of one or more of its
members, the board may make provisional appointments between General Meetings,
as legally provided for.
Each director must hold at least ten (10) shares in the Company.
The board of directors may appoint one or two censors on the suggestion of the
president. The censors are called to attend board meetings, where they
participate in a consultative capacity. They are appointed for a maximum term of
four years, which may be renewed and which may also be terminated at any moment.
They may be chosen either from among the shareholders or from outside them and
can receive a remuneration determined annually by the board.
Article 10 - Organisation of the Board of Directors
The board will appoint from among its members a president, together with one or
more vice-presidents if it so desires, who may be re-elected. The length of
their appointment is determined by the board within the limits of their term of
office as members of the board. The age limit provided for in Law for the
position of president applies.
If the president or vice-president(s) is/are unable to attend, the former, or,
failing this the board, will appoint one of its members to chair each meeting.
The board also appoints the person who is to act as secretary; it may arrange
for the latter to be assisted by a deputy secretary chosen under the same
conditions.
The board will meet as often as the interests of the Company require, at the
registered office or at any other place determined by the president.
The board is convened by the president or by the secretary of the board by any
means, even verbally depending on the urgency. A meeting can be convened at the
request of the directors or the chief executive officer under the conditions
determined by Law.
Notice of meetings will mention the date, time, place and agenda of each
meeting.
Resolutions are made according to the quorum and majority conditions provided by
Law.
However, if a transaction involving a contribution in kind or a merger (or an
acquisition where all or part of the consideration is paid in shares of the
Company), with a person holding directly or indirectly 10% or more of the equity
capital of the Company (or with a company directly or indirectly controlled by
such person) whether such contribution, merger or acquisition takes place with
the Company or a company directly or indirectly controlled by the Company, is
submitted to the board for approval pursuant to paragraph 4 of article 12 of the
Articles of Association, then the directors who have been appointed on the
proposal of the said person, shall not be entitled to vote.
Directors taking part in the board meeting by means of a "visioconference" (as
referred to in the Law), the nature and rules governing the application of which
are determined by current regulations (subject to the reservations provided for
by these regulations), are deemed to be present for the calculation of the
quorum and the majority.
In the event that votes are equally shared, the Chairman or the director acting
chairman will cast the deciding vote. However, the Chairman's or the director
acting chairman's vote will not be the deciding vote for decisions of
authorisations of agreements described in art. L. 225-38 et seq. of the Code de
commerce.
If the chief executive officer is not a director, he will take part in the board
meetings on a consultative basis.
Copies or summaries of the minutes of meetings are duly certified correct by the
president of the board, a chief executive officer, the board member temporarily
appointed to act as president or an authorised representative.
A record of attendance is kept and is signed by all members taking part in the
meeting.
Mention of the names of the members present or represented and the names of
absent members in the minutes of each meeting and in the summaries of them that
are distributed shall be sufficient proof to third parties of the number of
board members in office and of their appointment.
Article 11 - Powers of the Board - Responsibilities
The board of directors determines the direction of Company business and ensures
that this is implemented. Subject to the powers expressly attributed to the
Shareholders' Meetings and within the Company objects, it shall take up any
issue related to the successful running of the Company and shall resolve by
deliberation matters which concern it.
With respect to third parties, the Company is bound even by decisions of the
board of directors that do not relate to the Company objects, unless it can
prove that the third party either knew that the act exceeded the objects or
could not have been unaware under the circumstances that the act exceeded the
objects, the publication of the Articles of Association alone being insufficient
to constitute this proof.
The board of directors performs the checks and controls that it deems
appropriate. Each director receives all information required for the performance
of his duties and can obtain disclosure of all documents that he deems
necessary.
The board of directors decides whether general management responsibility for the
Company shall be assumed by the president of the board of directors, or by
another individual appointed by the board of directors having the title of chief
executive officer. At least two thirds of the board members must be present or
represented for such a decision to be valid. The decisions of the board of
directors on the terms and conditions of exercise of the general management of
the Company are taken in conformity with the Articles of Association. The
shareholders and third parties are informed under the conditions defined by Law.
The terms and conditions of exercise of the general management shall be decided
for the first time during the first meeting of the board of directors after the
adoption of the amended Articles of Association.
Members of the board are not personally or jointly liable for the commitments of
the Company by virtue of their position, except as provided for by Law, notably
by the provisions concerning the president of the board. Their sole
responsibility, within the limits laid down by Law, is the execution of the
mandate they have been given.
Article 12 - President - Chief Executive Officer - Delegated Executive Officer(s)
The functions of president, chief executive officer and delegated executive
officer are exercised under the conditions provided for by Law.
1. President
The president of the board of directors represents the board of directors. He
organises and directs its work and is accountable for it to the shareholders'
meeting. He ensures the proper functioning of the Company's management organs,
and in particular, ensures that the directors are fit to perform their duties.
In the event of the president's temporary incapacity or death, the board of
directors can delegate the president's duties to a director. In the event of
temporary incapacity, this delegation is made for a limited period which may be
renewed. In the event of death, this delegation of position remains valid until
the election of a new president.
The board of directors determines the remuneration of the president of the board
of directors.
When general management responsibility for the Company is assumed by the
president of the board of directors, the provisions of the Articles of
Association concerning the chief executive officer shall also apply to him.
2. Chief executive officer
The chief executive officer is invested with the most extensive powers to act on
behalf of the Company in all circumstances. He exercises these powers within the
limits of the Company objects and subject to those that the Law and regulations
expressly confer on shareholders' meetings and on the board of directors.
A chief executive officer's term of office, set by the board of directors,
cannot exceed, if relevant, that of his mandate as board member, nor the age
limit applicable to the chief executive officer's term set down by Law.
He represents the Company with respect to third parties. The Company is bound
even by acts of the chief executive officer that do not relate to the Company
objects, unless it is proved that the third party either knew that the act
exceeded these objects or could not have been unaware under the circumstances
that the act exceeded the objects, the publication of the Articles of
Association alone being insufficient to constitute proof of this.
The board of directors determines the remuneration of the chief executive
officer.
3. Delegated executive officer(s)
On the proposal of the chief executive officer, the board of directors can
further appoint one or more individuals having the responsibility of assisting
the chief executive officer with the title of delegated executive officer. There
can be no more than five delegated executive officers. The board determines the
remuneration of the delegated executive officer(s) on the proposal of the chief
executive officer.
With the agreement of the chief executive officer, the board of directors
determines the extent and duration of the powers of the delegated executive
officer(s). With respect to third parties they have the same powers as the chief
executive officer.
The term of office of a delegated chief executive officer cannot exceed, if
relevant, that of his mandate as director, nor exceed the age limit applicable
to the delegated chief executive officer's term set down by Law.
In case of the chief executive officer's death, resignation or removal, the
delegated executive officer(s) will retain, unless otherwise decided by the
board of directors, their powers and functions until a new chief executive
officer is appointed.
4. Particular conditions
No transaction involving a contribution in kind or a merger (or an acquisition
or any similar transactions where all or part of the consideration is paid in
shares of the Company), shall be entered into by the chief executive officer or
the delegated executive officer(s) with a person holding directly or indirectly
10% or more of the share capital of the Company (or with a company directly or
indirectly controlled by such person), whether such contribution, merger or
acquisition involves the Company or a company directly or indirectly controlled
by the Company, unless it has received prior approval from the board under the
conditions provided by article 10.
The board of directors at the suggestion of the chief executive officer or the
chief executive officer himself, may, within the limits laid down by the
legislation in force from time to time, delegate whatever powers they consider
useful, either for management purposes or the assumption of responsibility
within the Company, or for one or more specified purposes. The persons to whom
such powers may be delegated need not necessarily be members of the board or
even part of the Company. Such powers may be delegated on an individual basis or
to committee. Such powers may be permanent or temporary, and may or may not
include the possibility of subdelegation.
Such persons, or certain of them, may also be given authority to certify copies
or summaries of documents of which the method of certification is not fixed by
Law, notably all powers, Company financial statements or Articles of
Association, and to issue attestations in connection therewith.
Any delegation of powers by the board or the chief executive officer pursuant to
the present Articles of Association will remain in full effect despite the
expiry of the term of office of the president or of the directors in office at
the time such powers were granted.
Article 13 - Remuneration of Directors
The General Meeting may allocate an amount by way of remuneration to directors
in the form of directors' fees. The amount determined by the General Meeting
will continue to apply until a new decision is taken.
The board will distribute this amount between its members as it thinks fit and
in accordance with the Law.
Board members may not receive any remuneration from the Company, whether
permanent or not, other than as provided for, or at least not proscribed, by
Law.
Board members may be reimbursed for any expenses incurred in the exercise of
their office, provided that they provide satisfactory proof of such expenses.
SECTION 4
Auditors
Article 14 - Auditors
The General Meeting will appoint at least two auditors, who shall be responsible
for carrying out the audit required by Law. They are appointed for six financial
years.
Auditors may be re-elected.
The number of replacement auditors appointed is the same as the number of
auditors appointed under paragraph 1 of this article.
The auditors are called to attend the board meeting which finalises the accounts
for the preceding financial year, and all Shareholders' Meetings.
SECTION 5
General Meetings
Article 15 - Conduct of General Meetings
1. Convening and proceedings - Agenda
Ordinary and extraordinary General Meetings, satisfying the legal conditions for
quorum and majority voting, exercise the powers respectively attributed to them
by the Law.
They are convened in accordance with the rules and the terms laid down by Law.
Meetings are held at the registered office of the Company or at any other place
determined by the board, either within the "departement" in which the registered
office is located or in any other French territory. The agenda of the meeting is
drawn up by the board of directors if the board has called the meeting and, if
not, by the person calling the meeting.
However, one or more shareholders satisfying the conditions laid down by Law may
request the inclusion of draft resolutions on the agenda.
Questions not appearing on the agenda may not be considered.
2. Admission and representation
Ordinary and extraordinary General Meetings are made up of all shareholders
without distinction between the class of shares which they hold.
In all Shareholders' Meetings, holders of registered shares will not be entitled
to vote unless their shares are registered under their names at the latest two
days before the Meeting and remain so registered until the end of such Meeting.
Holders of bearer shares must, two days at the latest before the date of such
Meeting, provide evidence that they have deposited their securities under legal
conditions or produce one of the certificates described in art. 136 of the
decree of 23 March 1967. These time periods may be changed by the Board of
Directors.
Any shareholder who has voted by correspondence or designated a proxy by
presenting a certificate of immobilisation delivered by the share depositary,
may nevertheless sell all or part of the shares by which he has cast his vote or
his designation, provided that he notifies the issuing Company of the elements
allowing his vote or proxy to be cancelled or to modify the number of shares and
corresponding votes, no later than noon on the day prior to the Meeting.
A shareholder may arrange to be represented by another shareholder or by his or
her spouse.
However, the holders of shares listed in the 3rd paragraph of article L. 228-1
of the Code de Commerce can be represented by a registered intermediary in the
conditions set down by Law.
Shareholders may vote by proxy or by postal vote at General Meetings under the
conditions laid down by Law.
The board of directors shall have the powers to organise, within the limits of
the Law, the participation and voting of the shareholders by "visioconference"
or any other telecommunication means permitting the identification of such
shareholders. Where relevant, this decision of the board shall be communicated
in the notice of the meeting and/or the invitation to attend. The shareholders
who participate by "visioconference" or by any of those other telecommunication
means shall be deemed present for purposes of the calculation of the quorum and
majority.
3. Voting rights
Each member of the Meeting is entitled to a vote for each share held.
At all ordinary, extraordinary or special General Meetings, the voting right on
shares shall, in cases where such shares are subject to usufruct, be exercisable
by the usufructuary.
4. Minutes of General Meetings
The proceedings of General Meetings are recorded in minutes written and
preserved in accordance with the provisions of the Law.
Copies or summaries of the minutes are duly certified correct by the president
of the board, the secretary of the Meeting or the board member appointed to
chair the Meeting.
Article 16 - Ordinary General Meetings
Ordinary General Meetings are General Meetings called to make decisions that do
not alter the Articles of Association.
They are held at least once a year, within the legal and regulatory time limits
in force, to consider the accounts for the preceding financial year.
The proceedings of an ordinary General Meeting are only valid the first time it
is called if the shareholders present, represented or exercising a postal vote
own at least a quarter of the shares with voting rights.
No quorum is required if the Meeting has to be called a second time.
Decisions are taken by a majority of the votes held by the shareholders present,
represented or exercising a postal vote.
Article 17 - Extraordinary General Meetings
Only extraordinary General Meetings have authority to alter the Articles of
Association. They may not, however, increase the shareholders' liability, except
for operations resulting from a properly decided and conducted exchange or
consolidation of shares.
Extraordinary General Meetings can only transact business if the shareholders
present, represented or exercising a postal vote own at least a third of the
shares with voting rights where the Meeting is called for the first time, or a
quarter of such shares if the Meeting has to be called a second time. If there
is no quorum in the latter case, the second Meeting may be deferred to a date
not more than two months from the date on which it was first called.
Decisions at extraordinary General Meetings require a two-thirds majority of the
votes held by the shareholders present or represented, including those
exercising a postal vote.
Notwithstanding the above provisions, General Meetings deciding on an increase
in capital by capitalisation of reserves, profits or additional paid-up capital
shall be held under the same quorum and majority voting conditions as ordinary
General Meetings.
SECTION 6
Financial Year - Accounting Records - Profits
Article 18 - Financial Year
The financial year starts on April 1 and ends on March 31.
Article 19 - Accounting Records
At the close of each financial year, the board of directors establishes the
Company financial statements and draws up the annual management report. It
examines the consolidated accounts and the annual management report for the
group, all in accordance with the Law.
These reports are sent to shareholders in the forms and within the time limits
legally required. They are presented to the annual General Meeting.
Article 20 - Profits
The profits for the financial year consist of the revenues relating to the
preceding financial year, less overheads and other Company expenditure including
provisions and depreciation allowances.
At least 5% is set aside from the profits less any previous losses if
appropriate to form the legal reserve fund. This provision ceases to be
mandatory once the value of the fund reaches one-tenth of the share capital.
The remainder (less the above deductions) of the retained earnings and
withdrawals from the reserves which the General Meeting has at its disposal
shall, if the General Meeting so desires, be distributed among the shares, once
the sums carried forward by the said meeting or transferred by it to one or more
reserve funds have been deducted.
After the accounts have been approved by the General Meeting, any losses are
carried forward, to be charged against the profits of subsequent financial years
until they are cancelled out.
Each shareholder may be granted at the General Meeting, for all or part of the
dividend or interim dividend distributed, an option to be paid the dividend or
interim dividends in cash or in shares of the Company, under the current legal
and regulatory conditions.
SECTION 7
Dissolution - Liquidation
Article 21 - Early Dissolution
The General Meeting, convened under the conditions laid down by Law, may at any
time and for whatever reason decide on the early dissolution of the Company.
If the losses shown in the accounting records indicate that the Company's net
asset value has fallen below half the value of the issued share capital, the
board must call an extraordinary General Meeting within four months of the
approval of the accounts showing such losses, in order to decide whether the
Company should be dissolved.
If dissolution is not decided on, the Company must, by the end of the second
financial year following the financial year during the course of which the
losses were recorded, reduce its share capital by an amount equal to the losses
which it has been impossible to charge against the reserves, if the net asset
value of the Company has not returned over this period to a value at least equal
to half the issued share capital.
In either case, publication of the decision adopted by the General Meeting shall
be given in accordance with legal provisions.
Article 22 - Liquidation - Appointment - Powers of Liquidators
When the period fixed for the duration of the Company expires or in case of
early dissolution, the General Meeting shall determine the form of liquidation,
appoint one or more liquidators and determine their remuneration.
In the event of the death, resignation or inability to act of the liquidators,
an ordinary General Meeting convened under the conditions laid down by law shall
provide for their replacement.
During liquidation, the powers of the General Meeting remain the same as while
the Company was in normal business.
A Meeting of shareholders shall be called at the end of the liquidation process
to consider the liquidator's accounts, to approve his release and to note the
closure of the liquidation procedure.
Once the liabilities have been paid off, the balance of assets will first be
used to pay shareholders a sum equal to the paid-up and non-amortised capital.
Any remaining surplus will constitute profit and will be distributed between all
the shares in proportion to their nominal value, taking the provisions of
Article 8 above into account.
SECTION 8
Disputes
Article 23 - Competent Courts
Any disputes that may arise during the life of the Company or its liquidation,
either between the shareholders and the Company or between the shareholders
themselves, concerning the activities of the Company, shall be submitted to the
appropriate courts having jurisdiction over the place of the registered office
of the Company.
*
* *
SUMMARY OF ACTIVITY
Simplified Consolidated Income Statement
In € million 2002 2001
---------- ----------
Order Backlog.......................................... 35,815 39,429
Orders Received........................................ 22,686 25,727
Sales.................................................. 23,453 24,550
Cost of Sales.......................................... (19,622) (20,428)
Selling, Expenses...................................... (1,078) (1,140)
Operating income....................................... 941 1,151
Other income (expenses), net........................... (477) (256)
Goodwill and acquired intangible assets amortisation... (350) (360)
Earnings before interest and tax....................... 114 536
Financial income (expense), net........................ (207) (116)
Pre-tax income (loss).................................. (94) 419
Income tax............................................. (10) (174)
Share of net income (loss) from equity investments..... 0.8 (4)
Net income (loss) (139) 204
Other Key Consolidated Indicators
In € million, unless otherwise stated 2002 2001
Operating Margin....................................... 4.0% 4.7%
Earnings per Share before Goodwill..................... € 1.0 € 2.6
Earnings per Share..................................... €(0.6) € 0.9
Cashflow from Operating Activities..................... (418) 592
Net Debt............................................... 2,064 1,633
Net Debt/Equity........................................ 112% 74%
In the first six months of fiscal year 2002, orders and sales increased. More
difficult market conditions in Power and Marine appeared later in fiscal year
2002 as the economic downturn in the US was further impacted by the tragic
events of 11 September 2001 and the bankruptcy proceedings of Enron. The lower
levels of global economic activity, notably in the US and Japan, are also
affecting Asia. Due to this global economic environment, the orders we received
in fiscal year 2002 declined whilst our sales were stable versus fiscal year
2001, in each case on a comparable basis. The order book proved resilient
overall and amounted to € 35.8 billion at 31 March 2002, representing 19
months of sales (excluding sales from our former Contracting Sector). Orders and
sales were negatively impacted by the disposals of the former Contracting Sector
and our 51% interest in GT Railway Maintenance Holdings Limited ("GTRM"), a UK
rail maintenance company, by lower orders and deliveries in Marine and lower
orders in Power.
The Power Sector represented 57% of our sales in fiscal year 2002, Transport
19%, Transmission & Distribution (T&D), when combined with Power
Conversion, 17%, and Marine 6% (these figures exclude sales of the former
Contracting Sector, which we sold in July 2001). The geographical balance of our
sales improved significantly, with approximately 62% of our fiscal year 2002
sales generated outside Europe, including 34% in the Americas (these figures
exclude sales from the former Contracting Sector).
Operating income decreased to € 941 million in fiscal year 2002 versus
€ 1,151 million in fiscal year 2001 and operating margin decreased from
4.7% to 4%. The major factors were:
o continued operating profit improvements in Power, reflecting cost savings and
increased focus on higher-value business;
o decrease in T&D operating margin as a result of pricing pressure, despite
an increase in sales;
o decrease in operating margin in Transport due to delivery problems on our UK
regional train contracts;
o lower sales volume and a lower margin in Marine compared with fiscal year
2001; and
o sale of the Contracting Sector.
Our Net financial expenses amounted to € 207 million during fiscal year
2002, versus € 116 million during fiscal year 2001. The major impact on
financial expenses for fiscal year 2002 was the substantially higher level of
net debt versus fiscal year 2001 and higher other financial items.
During fiscal year 2002 we incurred other expenses of € 477 million,
compared with € 256 million during fiscal year 2001. This increase was
mainly due to higher restructuring expenses of approximately € 150 million
and a € 90 million provision for Marine vendor financing, partly offset by
capital gains. Other income and expenses included: gains and losses on disposal
of fixed assets and investments; restructuring costs; pension costs; employee
profit sharing; and securitisation.
Amortisation of goodwill and other acquired intangible assets amounted to €
350 million in fiscal year 2002, compared with € 360 million in fiscal year
2001. The slight decrease was mainly due to the disposals of Contracting and
GTRM.
Income tax for fiscal year 2002 amounted to € 10 million, at an effective
rate of 4%, compared with € 174 million in fiscal year 2001. The low tax
charge for fiscal year 2002 was primarily due to the recognition of deferred tax
income of € 87 million.
We incurred a net loss of € 139 million in fiscal year 2002 versus a net
profit of € 204 million in fiscal year 2001. This net loss was due
essentially to lower operating margins, higher restructuring costs, provision
charges for vendor financing and higher interest expense, partly offset by
capital gains on disposals.
At 31 March 2002 shareholders' equity amounted to € 1,752 million ( €
1,844 million including minority interests), compared with € 2,090 million
at 31 March 2001 ( € 2,193 million including minority interests).
Due to a net cash outflow as a result of several operational and working capital
issues, our net debt at 31 March 2002 increased to € 2.1 billion from
€ 1.6 billion at 31 March 2001. We define net financial debt as financial
debt minus short-term investments, cash and cash equivalents. The balance of
future receivables sold under our securitisation programme rose to € 1.7
billion from € 1.6 billion at 31 March 2001.
On 14 March 2002 we presented our "Restore Value" plan with the key objective of
strengthening our balance sheet and cash flow generation. This plan focuses on
three elements: reinforcing management, strengthening our balance sheet and
improving operational excellence.
In connection with this plan, we have established a number of internal financial
targets which are the following:
o To increase operating margin from 4% to near 5% on broadly stable sales in
fiscal year 2003 and to 6% by 2005;
o To generate cumulative free cash flow from operations of € 1.3 billion
over the fiscal year 2003 to fiscal year 2005 period and for free cash flow
from operations to equal EBIT (earnings before interest and tax) by fiscal
year 2005; and
o To generate overall proceeds of € 2.1 billion by the end of fiscal year
2003 from real estate sales, non-core disposals and a capital increase.
These actions, plus the other cash management actions, are intended to allow us
to achieve a gearing ratio (net financial debt divided by the sum of
shareholders' equity and minority interests) of around 20% by the end of fiscal
year 2005.
Given the consolidated net loss recorded for fiscal year 2002, the Board of
Directors decided not to recommend the payment of a dividend for this fiscal
year.
FIVE-YEAR SUMMARY
(Statutory Accounts)
31 March 31 March 31 March 31 March 31 March
1998 1999 2000 2001 2002
----------- ----------- ----------- ----------- -----------
Capital at year end
a) Share capital
(in € thousands)..... 38 1,303,124 1,282,190 1,292,325 1,292,325
b) Number of outstanding
issued shares.............. 2,500 213,698,403 213,698,403 215,387,459 215,387,459
Operations and income for the
year (in € thousands)
a) Dividend received.......... - 307,332 157,964 110,167 263
b) Income before tax, profit
sharing, depreciation and
provisions................. - 390,910 166,450 106,212 59,378
c) Income tax................. - (21,662) 50,171 33,232 36,875
d) French legal profit sharing - - - - -
e) Net income after tax,
profit sharing,
depreciation and
provisions................. - 346,381 215,232 158,743 90,818
f) Dividends.................. - 106,856(a) 117,534 118,463 -
Earnings per share (in €)
a) Net earning after tax,
profit sharing, but before
depreciation and provisions - 1.73 1.01 0.65 0.45
b) Net earning after tax,
profit sharing,
depreciation and
provisions................ 1.62 1.01 0.74 0.42
c) Net dividend per share - 0.50(a) 0.55 0.55 -
Personnel(b)
a) Number of personnel
employed during the year... - - - - -
b) Amount of gross wages and
salaries for the year
(in € thousands)...... - - - - -
c) Amount of social charges
for the year (Social
security and other welfare
benefits).................. - - - - -
------------------
(a) to which an interim dividend of € 226 millions (i.e. € 1.13 per
share) paid on 22 June 1998 solely to the two principal shareholders as of
that date, must be added.
(b) the Company has no employee.
REQUEST FOR DOCUMENTS
AND INFORMATION
as per article 135 of the French decree of 23 March 1967
ORDINARY AND EXTRAORDINARY GENERAL
SHAREHOLDERS' MEETING
OF 3 JULY 2002 (on second notice)
(of 21 June 2002 on first notice)
I, the undersigned Mrs. | | Miss | | Ms. | | Mr. | | Company | |
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Owner of | | | | | | | | | |
---------------------------- registered shares
} in ALSTOM
And/or of | | | | | | | | | | bearer shares
----------------------------
hereby request that the documents and information concerning the Ordinary and
Extraordinary General Meeting as per article 135 of the decree of 23 March 1967
on commercial companies be sent to the above address.
Signed at (geographical location) on 2002
--------------------- ---------------
Signature
NOTE: Pursuant to article 138 of the decree of 23 March 1967, holders of
registered shares may, by a simple request, have the documents and information
as per articles 133 and 135 of the above-mentioned decree for every subsequent
Shareholders' Meeting. Shareholders wishing to take advantage of this option
should indicate this on the present request.
--------------------------------------------------------------------------------
This request should be returned:
o if your shares are registered shares, to BNP PARIBAS Securities Services -
GIS-Emetteurs, Les Collines de l'Arche - 92057 La Defense Cedex, France
o if your shares are bearer shares, to the financial intermediary with whom
your shares are deposited
--------------------------------------------------------------------------------
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALSTOM
Date: June 12, 2002 By: /s/ Francois Newey
-------------------------------------
Name: Francois Newey
Title: Executive Central
Management & Chief Financial
Officer