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2Nd Amendment to the 2019/20 Universal Registration

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2Nd Amendment to the 2019/20 Universal Registration ALSTOM Société anonyme with share capital of €1,588,222,755 48, rue Albert Dhalenne, 93400 Saint-Ouen-sur-Seine, France RCS: 389 058 447 Bobigny SECOND AMENDMENT TO UNIVERSAL REGISTRATION DOCUMENT 2019/2020 This amendment to the Universal Registration Document 2019/2020 was filed on 13 November 2020 with the French financial markets authority (Autorité des marchés financiers - AMF) in its capacity as the competent authority within the meaning of EU Regulation 2017-1129, without prior approval, in accordance with Article 9 of such regulation. The Universal Registration Document may be used for the offer to the public of securities or the admission of securities to trading on a regulated market, provided it is accompanied by a securities note and, if applicable, a summary and all amendments made to the Universal Registration Document. These documents are approved as a whole by the AMF in accordance with the above-mentioned regulation. This second amendment (the “Second Amendment”) supplements and should be read together with the Universal Registration Document 2019/2020 filed with the AMF on 2 June 2020, under number D.20-0508 (the “Universal Registration Document 2019/2020”) and the first amendment to the Universal Registration Document 2019/20 filed with the AMF on 7 October 2020, under number D.20- 0508-A01 (the “First Amendment”). A reconciliation table is provided in this Second Amendment to facilitate locating the information incorporated by reference and the information being updated or modified. In the Second Amendment, “Alstom” and the “Company” mean Alstom S.A., and the “Group” means the Company and all of its consolidated subsidiaries. The Universal Registration Document 2019/2020 and the related First Amendment and Second Amendment are available on Alstom’s website (www.alstom.com) under the heading “Finance— Regulated Information,” as well as on the website of the AMF (www.amf-france.org). 1 Table of Contents PRELIMINARY NOTE .......................................................................................................................... 3 1. TRANSACTION TO ACQUIRE BOMBARDIER TRANSPORTATION ................................... 5 2. RISK FACTORS ............................................................................................................................ 6 3. DESCRIPTION OF BOMBARDIER TRANSPORTATION ...................................................... 10 4. FINANCIAL INFORMATION ABOUT THE COMPANY FOR THE FIRST HALF OF THE 2020/21 FISCAL YEAR PUBLISHED ON 10 NOVEMBER 2020 .................................................... 11 5. MARKET OUTLOOK ................................................................................................................. 20 5.1 Changes in the rail market .................................................................................................... 20 5.2 Perspectives concerning Alstom following the Acquisition ................................................. 21 6. FISCAL YEAR 2020/21 OUTLOOK ........................................................................................... 23 7. GOVERNANCE ........................................................................................................................... 25 8. UPDATED INFORMATION CONCERNING THE ISSUER .................................................... 26 9. SIGNIFICANT RECENT EVENTS ............................................................................................. 27 10. LEGAL AND ARBITRATION PROCEEDINGS ................................................................... 29 11. DECLARATION BY THE PERSON RESPONSIBLE FOR THE SECOND AMENDMENT TO THE UNIVERSAL REGISTRATION DOCUMENT 2019/20 ..................................................... 30 12. RECONCILIATION TABLE ................................................................................................... 31 ANNEXES ............................................................................................................................................ 36 Annex 1: Alstom’s half-yearly financial report for the first half of the 2020/21 financial year Annex 2: Report of the Company’s statutory auditors on the adjusted EBIT margin forecasts for the financial year ended 31 March 2021 2 PRELIMINARY NOTE In this Second Amendment: • “Acquisition” means the acquisition by Alstom of control, through Alstom Holdings, a direct and indirect wholly owned subsidiary of Alstom, of all of the entities making up Bombardier Inc.’s Transportation division (“Bombardier Transportation”); • “Bombardier Inc.” means Bombardier Inc., a Canadian company that holds, directly or indirectly and jointly with CDPQ, Bombardier Transportation; • “Bombardier Transportation” means all of the entities making up the Transportation division of Bombardier Inc. (i.e. Bombardier Transportation UK2 and its subsidiaries); • “Bombardier Transportation UK2” means Bombardier Transportation (Investment) UK Limited, an English company; • “Bombardier UK” means Bombardier UK Holding Limited, an English company held directly or indirectly by Bombardier Inc.; • “Business Day” means a day, except a Saturday or Sunday, on which banks in each of London (the United Kingdom), Paris (France), Montreal (Canada) and New York (United States of America) are open for business generally; • “Capital Increase” means the capital increase of Alstom with preferential subscription rights for a total amount of approximately €2 billion; • “CDP Investissements” means CDP Investissements Inc., a company incorporated under the laws of Québec, held directly or indirectly by CDPQ; • “CDPQ” means Caisse de dépôt et de placement du Québec, a legal entity formed pursuant to the Law on the Caisse de Dépôt et Placement du Québec that holds, directly or indirectly and together with Bombardier Inc., Bombardier Transportation; • “Completion Date” means the completion date of the Acquisition, which, unless otherwise agreed by the parties, will occur on the last Business Day of the second month following the last Business Day of the month during which the last of the conditions precedent provided for in the Acquisition Agreement is satisfied or waived, relating to the receipt of authorisations from the competent authorities regarding (i) merger control, and (ii) foreign investment control (as described in the Section 1.2.1 “Description of the Transaction to Acquire Bombardier Transportation – Legal Aspects of the Transaction – Acquisition of Bombardier Transportation” in the First Amendment; • “General Meeting” means Alstom’s combined general shareholders’ meeting held on 29 October 2020; • “Reinvestment” means the capital reinvestment by Bombardier UK and CDP Investissements in Alstom, through the Reserved Capital Increases, as detailed in Section 1 “Description of the Transaction to Acquire Bombardier Transportation” of the First Amendment. • “Reserved Capital Increases” means the capital increases reserved for Bombardier UK and CDP Investissements, in connection with which the Reinvestment will be made. It should be noted that these Reserved Capital Increases were the subject of a prospectus approved by the AMF on 7 October 2020 under number 20-496, to which the reader is invited to refer; 3 • “Transaction” means the Acquisition and the Reinvestment; 4 1. TRANSACTION TO ACQUIRE BOMBARDIER TRANSPORTATION The “Acquisition of Bombardier Transportation” section in Chapter 1 of the Universal Registration Document 2019/20 and Section 1, “Description of the Transaction to Acquire Bombardier Transportation” of the First Amendment are hereby amended and supplemented as follows: The General Meeting approved all of the resolutions presented to it. The convening of the General Meeting and the approval of certain of these resolutions constituted conditions precedent under the Acquisition Agreement (only with respect to the approval of these resolutions), the CDPQ Reinvestment Agreement and the Bombardier Reinvestment Agreement (as such terms are defined in the First Amendment, and as such contracts are set out in Section 1 “Description of the Transaction to Acquire Bombardier Transportation” of the First Amendment). The special meeting of holders of shares with double voting rights held on 29 October 2020 also approved the cancellation of double voting rights attached to Alstom shares, subject to completion of the Acquisition and effective as of the Completion Date. In addition, concerning the conditions precedent relating to the authorisations to be obtained from competition or regulatory authorities stipulated in the Acquisition Agreement and that must be satisfied prior to the completion of the Acquisition (as described in Section 1.2.1 “Acquisition of Bombardier Transportation” of the First Amendment): - authorisation of the Acquisition by all competent competition authorities concerned has been obtained as of the date of the Second Amendment, with the exception of authorisations by relevant competition authorities in China and South Africa (where the process is ongoing and on schedule to allow for completion of the Acquisition in the first quarter of 2021); and - authorisation of the Acquisition by all competent regulatory authorities concerned has been obtained. 5 2. RISK FACTORS The “Covid-19 (*)” risk factor included in Section 2 “Risk Factors” of the First Amendment is modified and amended as follows: Covid-19 (*) The Alstom group does business in numerous countries that have been significantly affected by the Covid-19 epidemic and is carefully monitoring the situation while taking the necessary
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