(Joint Stock Company) with a Share Capital
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English translation for information purposes only Alstom A French société anonyme (joint stock company) with a share capital of €1,555,913,730.00 48 Rue Albert Dhalenne – 93400 Saint-Ouen, France Registered with the Trade and Companies Registry of Bobigny under no. 389 058 447 (“Alstom”) INCREASE IN ALSTOM’S SHARE CAPITAL IN CONSIDERATION FOR THE CONTRIBUTION OF SHARES IN SIEMENS MOBILITY SAS, SIEMENS MOBILITY HOLDING B.V. AND SIEMENS MOBILITY GmbH Appendix to the report of Alstom’s Board of Directors to the general shareholders’ meeting convened on July 17, 2018 In accordance with its General Regulation and in particular Article 212-34, the French financial markets authority (Autorité des marchés financiers – AMF) registered the French version of this document under number E.18-049 on June 6, 2018. The French version of this document was prepared by the issuer and is binding on its signatories. In accordance with Article L. 621-8-1-I of the French Monetary and Financial Code (Code monétaire et financier), the registration number was granted after the AMF had verified that this document is complete and comprehensible and that the information it contains is consistent. It does not imply that the AMF approves the transactions or that it has verified the accounting and financial information presented therein. It certifies that the information contained in this document is consistent with the regulatory requirements for the subsequent admission to trading on Euronext Paris of the shares which, subject to the approval of Alstom’s general shareholders’ meeting, will be issued as consideration for the contributions. This document (the “Document”) incorporates by reference Alstom’s registration document for the financial year ended March 31st, 2018 filed with the AMF on May 29, 2018 under no. D.18-0517 (the “2017/2018 Registration Document”). This Document is available free of charge at Alstom’s registered office (48 Rue Albert Dhalenne – 93400 Saint-Ouen, France) and on the websites of Alstom (www.alstom.com) and of the AMF (www.amf-france.org). The notice of Alstom’s general shareholders’ meeting (the “Extraordinary Shareholders’ Meeting”) containing the draft resolutions to be put to the vote of Alstom’s shareholders was published in the Bulletin des Annonces Légales Obligatoires (BALO) dated June 6, 2018. In this Document: • “Alstom Group” means Alstom and its consolidated subsidiaries; • “Alstom Shares” means the shares issued by Alstom from time to time; • “Business Combination Agreement” means the business combination agreement entered into between Alstom and Siemens on March 23, 2018, setting forth the terms of the proposed Transaction; • “Business Day” means any day other than a Saturday, Sunday or bank or public holiday in Paris, France or in Munich, Federal Republic of Germany; • “Closing Date” means the date on which the closing of the Transaction (the “Closing”) will occur, as agreed between Alstom and Siemens and subject to the satisfaction or, as the case may be, waiver of all conditions precedent to the contemplated Transaction; • “Combination” or “Transaction” means the combination between the Alstom Group and the mobility activities of the Siemens Group resulting from the completion of the Contributions; • “Combined Company” or “Siemens Alstom” means the holding company of the Alstom Group at completion of the Contributions; • “Combined Group” or “Siemens Alstom Group” means the Combined Company and its consolidated subsidiaries; • “Contributed Shares” means 100% of the shares of the Siemens Contributed Companies; • “Contributions” means the French Contribution and the Luxembourg Contribution; • “Determination Date” means the last day of the quarter (i.e., December 31, March 31, June 30, September 30) immediately preceding the month in which the satisfaction or, as the case may be, waiver of the last conditions precedent to the contemplated Transaction will occur (other than the conditions precedent to occur on the Closing Date); • “Full Dilution” and “Fully Diluted” basis shall be calculated as follows: a) Number of Alstom Shares issued and outstanding at Closing, plus b) Number of Alstom Shares that can be issued following exercise of all stock options outstanding as of Closing, for the avoidance of doubt excluding e) below, plus c) Maximum possible number of performance shares and free shares that can be granted pursuant to plans outstanding as of Closing assuming: (i) performance conditions to be at 100% target (i.e., no over-performance) as defined in such plan rules; (ii) except for any new performance shares or free shares plan decided after (and excluding) the 2018 LTI plan dated March 2018, for which new plans such assumption shall not apply, i.e., the maximum number of underlying shares to be taken into account shall be the number of shares assuming all performance conditions are met (i.e., situation of maximum over-performance), for the avoidance of doubt excluding e) below; plus 2 d) Number of shares that can be issued as a result of the exercise of any other outstanding rights giving directly or indirectly access to the share capital of Alstom as of Closing, for the avoidance of doubt excluding e) below, plus e) Based on all such stock options and performance and free shares plans and other rights in b), c), and d) the additional instruments to be issued for purposes of adjustment thereof as a result of the Distribution A and of the Distribution B, calculated on the basis of: (i) the closing Alstom Share price as of the Business Day preceding the date of the certificate which shall be provided to Siemens by Alstom five (5) Business Days prior to Closing either (i) certifying that on Closing, the Siemens Group will hold at least 50% of Alstom’s share capital on a Fully Diluted basis, or (ii) indicating the minimum number of Alstom Shares (if any) that would need to be repurchased and cancelled in order to ensure that the Siemens Group holds at least 50% of Alstom’s share capital on a Fully Diluted basis on Closing; (ii) Distribution A being EUR 4.00 per Alstom Share issued and outstanding on the Record Date; and (iii) the amount of Distribution B (being equal to the maximum excess cash distribution minus the absolute value of the Alstom net cash shortfall) divided by the number of Alstom Shares issued and outstanding on the Record Date; For the avoidance of doubt, for purposes of sub-paragraphs (b) and (c) above, if stock options can definitely not be exercised according to the terms of the relevant plan, or performance and free shares can definitely not be granted according to the terms of the relevant plan, prior to Closing (because, for instance, the performance criteria under the plan have definitely not been met or because the beneficiaries have definitely left the Alstom Group or the stock options have definitely lapsed), they will not be considered issued and outstanding as at Closing and will not be taken into account in the calculation of the Full Dilution as of Closing. • “French Contribution” means the contribution by Siemens France Holding of 100% of the shares of Siemens Mobility SAS to Alstom in consideration for newly issued Alstom Shares; • “Luxembourg Contribution” means the contribution by Siemens Mobility Holding S.à r.l. of (i) 100% of the shares of Siemens Mobility Holding B.V. and (ii) 100% of the shares of Siemens Mobility GmbH to Alstom in consideration for shares and warrants newly issued by Alstom; • “Record Date” means the close of the Business Day immediately preceding the Closing Date; • “Siemens” means Siemens Aktiengesellschaft, a stock corporation (Aktiengesellschaft) governed by German law, having its registered office at Werner-von-Siemens Straße 1 in Munich (80333), Germany, and registered in the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Berlin-Charlottenburg under number HRB 12300 and in the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Munich under number HRB 6684; • “Siemens Contributed Companies” means Siemens Mobility Holding B.V., Siemens Mobility GmbH and Siemens Mobility SAS; • “Siemens Contributing Companies” means Siemens France Holding and Siemens Mobility Holding S.à r.l.; • “Siemens France Holding” means Siemens France Holding SAS, a French société par actions simplifiée having its registered office 40, avenue des Fruitiers 93527, Saint-Denis, France, and 3 registered with the French Trade and Companies Register under number 388 548 091 RCS Bobigny; • “Siemens Group” means Siemens and its consolidated subsidiaries; • “Siemens Mobility GmbH” means Siemens Mobility GmbH, a German Gesellschaft mit beschränkter Haftung (limited liability company) with a share capital of €25,000, registered with the Trade Register of the Munich Local Court under number HRB 237219 and having its registered office located at Otto-Hahn-Ring 6, 81739 Munich, Germany; • “Siemens Mobility Holding B.V.” means Siemens Mobility Holding B.V., a Dutch a Besloten Vennootschap (private company with limited liability) with a share capital of €1,000, registered with the Dutch Trade Register (Kamer van Koophandel) under number 70211965 / RSIN 858193966 and having its registered office is located at Prinses Beatrixlaan 800, 2595BN ‘s- Gravenhage, the Netherlands; • “Siemens Mobility Holding S.à r.l.” means Siemens Mobility Holding S.à r.l., a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office 8-10 avenue de la Gare, L-1610 Luxembourg, Grand Duchy