Edgar Filing: ALSTOM

Alstom Press Release

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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 2004

Commission File Number: 1-14836

ALSTOM

(Translation of registrant’s name into English)

25, avenue Kléber, 75116 Paris, France

(Address of principal executive offices)

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 ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ¨ No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨ No x

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

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 includes materials that make reference and relate in part to certain proposed issuances of securities by ALSTOM. The securities mentioned in these materials have not been and may not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or exemption from registration under the Securities Act.

These materials are not an offer to sell securities or the solicitation of an offer to buy securities, nor shall there be any offer or sale of securities in any jurisdiction in which such offer or sale would be unlawful.

Enclosures:

Notice of Meeting—Shareholders’ Meeting both Ordinary and Extraordinary 9 July 2004

Voting Form

Brochure, Ordinary and Extraordinary Shareholders’ Meeting, 9 July 2004

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 29, 2004						By: /s/ Philippe Jaffré
						Name: Philippe Jaffré Title: Chief Financial Officer

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Notice of Meeting

Shareholders’ Meeting both

Ordinary and Extraordinary

Friday 9 July 2004

at 2.00 p.m.

(ON 2nd NOTICE)

at Espace Grande Arche

1 Parvis de la Défense

92050 Paris la Défense (France)

LOGO

Summary


1	Agenda of the Meeting	p. 3
2	How to participate in the Meeting	p. 4
3	Summary of the resolutions	p. 6
4	Text of the resolutions	p. 13
5	Summary of activity	p. 23
6	Five-year summary (Statutory accounts)	p. 26
7	Request for documents and information	p. 27

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:

Friday 9 July 2004 at 2.00 p.m.*

at Espace Grande Arche – 1 Parvis de la Défense

92050 PARIS – La Défense (France)

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.

In accordance with the law, the General Meeting is convened on first notice, on Wednesday 30 June 2004, at 9.00 a.m., at the Company’s registered office - 25, avenue Kléber - 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 Friday 9 July 2004, at 2.00 p.m., at Espace Grande Arche - 1 Parvis de la Défense - 92050 Paris La Défense (France).

ALSTOM

Société anonyme with capital of €1,320,821,965

25, avenue Kléber – 75116 PARIS (France)

www.alstom.com

389 058 447 RCS PARIS

This document is a free translation of the official French version of the Notice of Meeting which is available upon request.

Agenda of the Meeting

Ø	DELIBERATING AS AN ORDINARY SHAREHOLDERS’ MEETING

Board of Directors’ report.

General Auditors’ report on the annual accounts for the fiscal year ending on 31 March 2004.

General Auditors’ report on the consolidated accounts for the fiscal year ending on 31 March 2004.

Approval of the non-consolidated accounts and operations for the fiscal year ending on 31 March 2004.

Approval of the consolidated accounts and operations for the fiscal year ending on 31 March 2004.

Appropriation of income.

Special Auditors’ report on related party agreements.

Renewal of the appointments of Messrs. Jean-Paul Béchat, Gérard Hauser and George Simpson as Directors.

Appointment of Mr. Pascal Colombani as Director.

Ratification of the transfer of the registered office.

Authorisation to be given to the Board of Directors to trade the Company’s shares.

Authorisation to be given to the Board of Directors to modify the terms of the subordinated bonds (titres subordonnés à durée déterminée, “TSDD”) issued on 23 December 2003, maturing in 2018, subscribed by the French Republic.

Ø	DELIBERATING AS AN EXTRAORDINARY SHAREHOLDERS’ MEETING

Board of Directors’ report.

Special Auditors’ reports.

Decision not to liquidate the Company following the loss of half the share capital.

Reduction in the share capital due to losses and implemented by a reduction in the nominal value of the shares, and related amendments to the By-laws.

Authorisation to the Board of Directors to increase the Company’s share capital by a maximum of 1.2 billion euros, issue premium included, by issuing new shares by allocating preferential subscription rights to existing shareholders, subject to the condition precedent that this Meeting adopt the twelfth, thirteenth, fifteenth and sixteenth resolutions.

Authorisation to the Board of Directors to increase the Company’s share capital by a maximum of 700 million euros, issue premium included, by issuing new shares with waiver of preferential subscription rights for existing shareholders, to a category made up of creditors, subject to this meeting adopting the twelfth, thirteenth, fourteenth and sixteenth resolutions.

Authorisation to the Board of Directors to increase the Company’s share capital by a maximum of 500 million euros, issue premium included, by issuing shares, with a waiver of preferential subscription rights for existing shareholders, to the French Republic and CFDI, subject to this meeting adopting the twelfth, thirteenth, fourteenth, and fifteenth resolutions.

Authorisation to the Board of Directors to increase the Company’s share capital by issues reserved for members of a Company savings plan.

Authorisation to the Board of Directors to grant stock options giving rights to subscribe to new shares or purchase existing shares in the Company.

Amendment to the By-laws pursuant to Financial Security Law No. 2003-176 of 1 August 2003. Corresponding modifications to Articles 7, 9, 11, 12 and 14 of the By-laws.

Amendment to Article 15 of the By-laws in accordance with Article 136 of the decree of 23 March 1967.

Authorisation to implement the decisions by the General Shareholders’ Meeting and complete the formalities.

How to participate in the Meeting

Should you wish to vote at the 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 27 June 2004, for first notice, and 6 July 2004, for second notice.

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2	How to participate in the Meeting

Ø	CONDITIONS NECESSARY TO PARTICIPATE IN THE 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:

•

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;

•

if you are an owner of bearer shares, you must obtain from the authorised financial intermediary (intermédiaire habilité) 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) (Bearer Share Blocking Certificate), 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.

Ø	METHOD FOR PARTICIPATING

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 the box 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.

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 box B and completed the section corresponding to option 1.

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 in writing. This request must be received by BNP Paribas Securities Services – GIS-Emetteurs – Les Collines de l’Arche – 92057 La Défense Cédex, 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, 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 or she is no longer permitted to attend the Meeting in person or to vote by proxy.

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 the box 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:

•

to give your proxy to the Chairman of the Meeting by dating and signing the voting form, 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;

•

to be represented by your spouse or another shareholder, by crossing box B and the box corresponding to option 3 (and giving all the information required).

A shareholder is not permitted to return a voting form requesting to vote both by mail and by proxy.

Whatever your choice, please date and sign the voting form.

Summary of the resolutions

submitted to the Shareholders’ Meeting

Ø	ORDINARY PART OF THE SHAREHOLDERS’ MEETING

Approval of the annual non-consolidated and consolidated financial statements

First and second resolutions

The shareholders will be asked in these resolutions to approve the transactions and statutory and consolidated financial statements for the year ended 31 March 2004 as presented to them.

Proposal for the appropriation of net income

Third resolution

Taking into account the loss for the fiscal year ended 31 March 2004 which amounts to €(1,341,046,460.19) we propose the following appropriation in this resolution:

•

up to €55,210,044.48 on the account “share premiums” which as a result amount to zero;

•

up to €1,285,836,415.71 on the account “retained earnings” which as a result amount to €(1,289,913,214.56).

As a result, no dividend will be paid to the shareholders for this fiscal year 2004.

During the three preceding fiscal years, the following dividends were distributed:


	Number of Shares	Dividend	Tax credit	Global amount
		(€)	(€)	(€)
2002/2003	281,660,523	—	—	—
2001/2002	215,387,459	—	—	—
2000/2001	215,387,459	0.55	0.275	0.825

Related party agreements

Fourth resolution

After review of the special report prepared by the statutory auditors, the shareholders will be requested in this resolution to approve the conclusions of such report on the absence of agreements to which article L. 225-38 of the French Code de Commerce applies during the past fiscal year.

Board of Directors – Appointment of Directors

Fifth, sixth, seventh and eighth resolutions

The composition of the Board of Directors has changed during the fiscal year. We remind you that the General Meeting of 2 July 2003 ratified the cooptation of Mr. Gérard Hauser as a Director for the remaining term of Mr. Bilger’s mandate and that the General Meeting of 18 November 2003 approved the appointment of a new Director, Mr. James William Leng, for a four-year duration.

The mandates of Messrs Jean-Paul Béchat, Gérard Hauser and George Simpson will expire at the end of this Ordinary General Meeting, therefore the shareholders are requested in these fifth, sixth and seventh resolutions to approve the renewal of their mandates for a four-year duration until the end of the Shareholders’ Meeting which shall approve the accounts for the fiscal year 2008.

We also remind you that Sir William Purves and Mr Klaus Esser resigned from their position as Director during past fiscal year, effective 28 July and 31 December 2003 respectively.

We propose to complete the number of members of the Board of Directors by appointing in the eighth resolution Mr. Pascal Colombani for a four-year duration until the end of the Ordinary Shareholders’ Meeting which shall approve the accounts for the fiscal year 2008.

Ratification of the transfer of the Registered Office

Ninth resolution

The Board of Directors held on 25 May 2004 decided to transfer the Registered Office of ALSTOM from 25 avenue Kléber, 75016 Paris to 3 avenue André Malraux, 92300 Levallois-Perret and that this decision should be effective on 31 December 2004 at the latest. Pursuant to applicable laws, the shareholders will be requested in this resolution to ratify this decision.

Acquisition by the Company of its own shares

Tenth resolution

The authorisation, which the General Meeting of 2 July 2003 gave to the Company to acquire its shares, was not used during the course of the past fiscal year.

In order to provide flexibility to the Company, it is proposed

3	Summary of the resolutions submitted to the Shareholders’ Meeting

in this resolution to cancel this former authorisation that shall expire at the end of this General Meeting and to renew it for a period expiring on the date of the General Meeting that will approve the financial statements for the fiscal year beginning on 1 April 2004.

This authorisation will allow the Company to acquire its own shares not only for stabilisation purposes or to allow sale and purchase of shares depending on the market, but also to allocate such shares to employees and management of the Group (in particular through stock option plans), to retain the shares acquired and, if need be, to sell, transfer or exchange the shares acquired in the context of any financial transaction (including the exercise of rights attached to securities), as well as in the context of the general and financial management of its share capital and shareholders’ equity, in particular with regard to its financing requirements. The shares may also be cancelled pursuant to the fifteenth resolution of the General Meeting of 2 July 2003.

The purchase, sale, transfer or exchange of these shares may be effected on or off the market, at any time, including during any take-over bid, and by any means, including through block transfer or the use or exercise of any financial instruments, derivative products and, particularly, through optional transactions such as the purchase and sale of put and call options. These shares may also be transferred free of charge under the conditions specified by law, in particular articles L. 443-1 et seq. of the French Code du Travail.

The number of shares which may be purchased pursuant to the present authorisation cannot exceed 10% of the share capital as of 31 March 2004, i.e a theoretical maximum number of 105,665,757 shares.

We propose that the maximum purchase price of shares be fixed at €5 and that the minimum sale price be fixed at €1.

Authorisation to modify the terms of the fixed term subordinated bonds (“TSDD”) issued on 23 December 2003 to the benefit of the French Republic

Eleventh resolution

We remind you, that the TSDD have a fixed term of 15 years. In order to make the French Republic’s debt enforceable in advance to implement the financing package presented in this report on the resolutions proposed to the Extraordinary Shareholders’ Meeting, the eleventh resolution is asking you to approve the principle of changing the procedures for reimbursing the TSDDs to allow this debt to be incorporated in the capital to pay up the subscription to a capital increase which would be subscribed by the French State, and to give all powers to the Board of Directors, with authorisation to delegate, to make the necessary modifications to the procedures for the TSDD in agreement with the French Republic.

Ø	EXTRAORDINARY PART OF THE SHAREHOLDERS’ MEETING

Decisions following the loss for the fiscal year ending on 31 March 2004

Twelfth and thirteenth resolutions

As a result of the loss of €1,341,046,460.19 recorded in the statutory accounts for fiscal year ending 31 March 2004, the shareholders’ equity amounts to less than half the share capital, and you are therefore asked in the twelfth resolution, pursuant to the provisions of the French Code of Commerce, not to approve the early liquidation of the Company.

Following the appropriation of the loss for the fiscal year set forth in the third resolution, which resulted in a significantly negative balance carried forward, you are now being asked in the thirteenth resolution to reduce the share capital from €1,320,821,965.00 to €369,830,150.20 to offset a portion of the latter amount, and to implement this share capital reduction by reducing the nominal value of each share from €1.25 to €0.35.

The amount of the capital reduction may be adjusted at the meeting to take into account, if necessary, the repayment of shares, on the one hand, of fixed term subordinated bonds (“TSDD RA”) which would occur automatically following the decision of the European Commission approving their

3	Summary of the resolutions submitted to the Shareholders’ Meeting

repayment in shares and would result in a share capital increase of 300 million euros. The amount may also be adjusted to take into account the repayment in shares of the subordinated bonds repayable in shares (“ORA”). In the event all of the TSDD RAs and ORAs are reimbursed by shares, the amount of the capital would be €1,756,736,285 prior to capital reduction and €491,886,159.80 following capital reduction.

New financial authorisations

Fourteenth, fifteenth and sixteenth resolutions

We remind you that the resolutions approved by the Extraordinary General Shareholders’ Meeting held on 18 November 2003, to implement the refinancing agreement signed with the banks and the French Republic on 20 September 2003, have been used, namely:

•

authorisation to increase the share capital reserved for certain financial institutions and to allocate free stock options to shareholders, giving them the right to purchase the Company shares subscribed by these financial institutions,

•

authorisation to issue subordinated bonds, reimbursable by shares, retaining the shareholders’ preferential right of subscription (“ORA”),

•

authorisation to issue fifteen-year fixed term subordinated bonds (“TSDD”) to be subscribed by the French Republic,

•

authorisation to issue twenty-year fixed term subordinated bonds reimbursable by shares (“TSDD RA”) to be subscribed by the French Republic, entitling the French Republic to have a stake in the Company, if a favorable decision is rendered by the European Commission.

The European Commission has opened a formal investigation to determine whether the financing package contains elements constituting state assistance incompatible with the Common Market, and its decision should be made at the end of June 2004. If the Commission concludes that it does not contain elements constituting state assistance incompatible with the Common Market, the Commission will authorise the reimbursement of the TSDD RAs held by the French Republic by shares.

After reimbursement of all TSDD RAs with shares, the French Republic would own approximately 18.5% of the share capital based on the amount of capital on 31 March 2004, and approximately 17% of the share capital if all the ORAs are converted into shares.

In this case, the French Republic would be represented on the Board of Directors of the Company pursuant to applicable laws and regulations.

The acceleration of the industrial restructuring measures and the upswing in orders have led to open discussions between the Company, the banks and the French Republic for the purpose of modifying the initial agreement on financing presented to the European Commission, which is currently being negotiated.

The European Commission should reach a decision on the amended initial financing package being discussed before the end of June 2004 and its approval is a prior condition necessary for the implementation of the amended refinancing plan which aims to set up a new program to issue guarantees required for the Group’s business activities, strengthen its equity capital and reduce the Company’s debt.

On the basis of the negotiations as of today, the refinancing plan as amended, would consist of:

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setting up an extended program to issue guarantees for at most 8 billion euros, that would benefit from a guarantee for a total maximum amount of 2 billion euros including a collateral security issued by the Company for 700 million euros, and guarantees from a financial institution guaranteed by the French Republic, and from a group of banks; the Company’s collateral would be financed by the capital increase described below,

•

a capital increase for a total amount, issue premium included, of 2.2 billion euros, consisting of:

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a capital increase by a share issue for a maximum amount of 1.2 billion euros, including issue premium, retaining the shareholders’ preferential subscription rights, in which the French Republic would participate by exercising, on an irreducible basis, all of its preferential subscription rights resulting from the reimbursement in shares of its TSDD RAs, up to a limit of 18.5% of 1 billion euros (percentage calculated based on the capital as of 31 March 2004),

3	Summary of the resolutions submitted to the Shareholders’ Meeting

•

a capital increase for a maximum of 500 million euros, including issue premium, that would be reserved for the French Republic and the CFDI, payable by offsetting the Company’s debts—under the TSDD for the French Republic, and under the fixed term subordinated loan dated 30 September 2003 (PSDD) for the CFDI,

•

a capital increase for a total of 700 million euros, including issue premium, that would be reserved for creditors other than the CFDI in respect of the revolving syndicated credit dated 3 August 2001 (the “Syndicated Credit”), the loan dated 18 August 2000, and the PSDD, payable by offsetting all or part of the Company’s debts under the terms of these agreements.

The French Republic’s participation in these operations is subject to the approval of the European Commission and the French Republic’s stake in the Company’s share capital following the implementation of this plan would at no time exceed 31.5% of the Company’s share capital and voting rights.

Notification of the decision by the European Commission on this plan which terms and conditions are currently being negotiated, is expected for the end of June 2004.

On this basis, and subject to the approval by the European Commission, we submit to your approval resolutions which would allow the implementation of the plan by authorising the Board of Directors to make use of the authorisations set forth in the fourteenth, fifteenth and sixteenth resolutions, as soon as possible after the Shareholders’ Meeting, subject to market conditions.

Implementation of this plan (with the exception of the capital increase with preferential subscription rights) is also subject to obtaining the necessary approval from the lenders for the financial commitments described above.

These three resolutions constitute an indissociable whole.

Fourteenth resolution

The fourteenth resolution therefore asks you to authorise the Board of Directors, for a period of one year from the General Shareholders’ Meeting, to issue shares in the Company, retaining the shareholders’ preferential subscription rights, up to the limit of a maximum capital increase of 1.2 billion euros, including the issue premium.

The subscription price will be set when the decision is taken to go ahead with the issue and will include a discount on the market price, set according to market practices.

This authorisation is subject to the condition precedent that the Board adopts the twelfth (pursuing the business activity), thirteenth (reducing the capital by reducing the nominal value), fifteenth (capital increase reserved to lenders other than the French Republic and the CFDI, presented below) and the sixteenth (capital increase reserved to the French Republic and the CFDI, presented below) resolutions.

Fifteenth and sixteenth resolutions

The next two resolutions ask you to authorise operations allowing a portion of the Company’s medium and long term debts resulting from the implementation of the financing agreement drawn up in September 2003 and the revolving syndicated credit of August 2001 to be converted into Company shares to strengthen shareholder equity and reduce the Company’s debt.

The total capital increase—including issue premium—that may result from these two resolutions would be 1.2 billion euros, it being understood that the total amount of capital increases that would result from the fourteenth, fifteenth and sixteenth resolutions could not be in excess of 2.2 billion euros. Moreover, if the amount of the capital increase that would result from the fourteenth resolution would exceed 1 billion euros, issue premium included, the maximum amount of the capital increases, issue premium included, that may result from the use of the fifteenth and sixteenth resolutions would be reduced accordingly.

Therefore the fifteenth resolution asks you to authorise the Board of Directors for a period of one year from the date of the General Shareholders’ Meeting, to issue shares in the Company up to a maximum nominal amount of 700 million euros, including the issue premium, which could lead to the issue of a maximum number of 2 billion shares with a nominal value of €0.35 each, after reduction of the nominal value pursuant to the thirteenth resolution, and to waive the shareholders’ preferential subscription rights for the benefit of the category of persons made up of lenders (apart from CFDI) (the “Lenders”) for (i) the subordinated

3	Summary of the resolutions submitted to the Shareholders’ Meeting

credit agreement for €1,563,399,105, entered into on 30 September 2003; (ii) the Multicurrency Revolving Credit Agreement dated 3 August 2001, and (iii) the 200 million euros credit facility dated 18 August 2000, whose receivable(s) pursuant to one or other of the agreements will be enforceable early.

The shares may only be paid up by being offset against the Company’s debts pursuant to these credit agreements as long as they are certain, payable and due on the day planned for subscribing to the capital increase, which will be the subject of a statement of account certified as accurate by the Statutory Auditors.

The early maturity of the junior loans and converting them into Company shares are conditional upon obtaining the prior consent of the lenders who hold the senior loans under the conditions set forth in these agreements.

The total number of the shares actually issued pursuant to this resolution will result from the issue price to be set by the Board of Directors.

The issue price of the shares issued pursuant to this resolution would be between 125% to 135% (inclusive) of the issue price of the shares issued in the share capital increase pursuant to the fourteenth resolution and would be fixed after consideration of the theoretical ex-right price for the share calculated on the basis of the last quoted prices for the share prior to the day of the fixation of this price. In addition, this price shall be equal to the issue price of the shares issued pursuant to the sixteenth resolution.

This authorisation is subject to the condition precedent that the Board adopts the twelfth (pursuing the business activity), thirteenth (reducing the capital by reducing the nominal value), fourteenth (increasing capital with preferential subscription rights) and the sixteenth (capital increase reserved to the French Republic and the CFDI, presented below) resolutions.

The sixteenth resolution asks you to authorise the Board of Directors, for a period of one year from the date of the General Shareholders’ Meeting, to issue shares in the Company up to a total maximum amount of 500 million euros, including the issue premium, which could lead to the issue of a maximum number of 1,428,571,428 shares with a nominal value of €0.35 each, after reduction of the nominal value pursuant to the thirteenth resolution, and to eliminate the shareholders’ preferential right, to the benefit of:

•

the French Republic in its capacity as holder of fixed term subordinated bonds for a maximum total amount of 200 million euros, including the issue premium, which could lead to the issue of a maximum number of 571,428,571 shares with a nominal value of €0.35 each, which it subscribed in December 2003 (the “TSDD”),

•

the CFDI, for a maximum total amount of 300 million euros, including the issue premium, which could lead to the issue of a maximum number of 857,142,857 shares with a nominal value of €0.35 each, for the subordinated loan signed with the Company for €1,563,399,105 (the “PSDD”) on 30 September 2003.

It is stipulated that the shares that would be subscribed by the CFDI pursuant to this authorisation would be transferable, upon their subscription, to the French Republic.

The total number of the shares actually issued pursuant to this resolution will be a result of the issue price set by the Board of Directors.

The issue price for the shares issued pursuant to this resolution would be between 125% to 135% (inclusive) of the issue price of the shares issued in the share capital increase pursuant to the fourteenth resolution and would be fixed after consideration of the theoretical ex-right price for the share calculated on the basis of the last quoted prices for the share prior to the day of the fixation of this price. In addition, this price shall be equal to the issue price of the shares issued pursuant to the fifteenth resolution.

These shares may only be paid up by being offset against the Company’s debt to the French Republic under the TSDD, and to the CFDI under the PSDD, if these debts would be due on the day set for subscribing to the share capital increase, which would be the subject of a statement of account certified as accurate by the Statutory Auditors.

It should be noted that these TSDD have a fixed term of 15 years, and that the PSDD has a fixed term of 20 years.

3	Summary of the resolutions submitted to the Shareholders’ Meeting

To make the Company’s debt to the French Republic due in advance, the eleventh resolution is asking you to approve the principle of changing the procedures for reimbursing the TSDDs to allow this debt to be incorporated in the capital, and to give all powers to the Board of Directors, with authorisation to delegate, to make the necessary modifications to the procedures for the TSDD in agreement with the French Republic.

The early maturity of the TSDDs and the PSDDs and their conversion into Company capital is conditional upon prior approval, by the European Commission, and also by the Company’s creditors who are party to the agreements referred to in the fifteenth resolution above, pursuant to the conditions set forth in these agreements.

We remind you, moreover, that if the French Republic and the CFDI were shareholders of the Company, they could not take part in the vote of this resolution.

This authorisation is subject to the condition precedent that the Board adopts the twelfth (pursuing the business activity), thirteenth (reducing the capital by reducing the nominal value), fourteenth (increasing capital with preferential subscription right), and the fifteenth (increasing capital reserved to lenders other than the French Republic and the CFDI) resolutions.

You are being asked to give full powers to the Board of Directors, with the right to subdelegate under the conditions set by law, and up to the limits set out above, to implement these authorisations, and in particular, to set the issue price of the shares, which will be identical for the fifteenth and sixteenth resolutions, to establish the statement of account provided for in Article D 166 of decree No. 67-236 of 23 March 1967, to pay up the subscription to the capital increases by offsetting them against certain, payable and due debts, and to establish for the sixteenth resolution the list of beneficiaries that will subscribe to the capital increase and the amount to be subscribed by each of them.

When the Board of Directors decides to use these authorisations, in accordance with the provisions of Article 155-2 of the decree of 23 March 1967, the final conditions for the operations, as well as their effect on the shareholder’s position and the stock price, will be the subject of additional reports by the Board of Directors and the Statutory Auditors.

Renewing financial authorisations

Seventeenth and eighteenth resolutions

Pursuant to legal requirements, the proposals for the capital increase made to you in the preceding resolutions mean we are also asking you in the seventeenth resolution to renew the authorisation for capital increases reserved for group employees entrusted to the Board by the eighth resolution of the Ordinary and Extraordinary Shareholders’ Meeting held on 18 November 2003, even though this has not been used and is still in force.

Therefore the seventeenth resolution asks you to cancel the earlier resolution, and replace it by authorising your Board, for 26 months, to increase the capital by issuing shares or other securities giving access to the capital up to a nominal amount of €66 040,000 (excluding adjustments), reserved for the members of a savings plan for the employees of the Company and its subsidiaries, who may subscribe to it, in accordance with applicable regulations, directly or indirectly through a mutual fund. For the benefit of these members, we are asking you to waive the shareholders’ preferential rights to subscribe to the shares and securities giving access to the capital, which may be issued based on this authorisation.

The subscription price of the shares issued, in accordance with current regulations, may not be lower than 20% of the average listed price in the twenty trading days preceding the day the decision is made setting the subscription opening date, nor higher than this average. The free allocation of shares or other securities giving access to the Company’s capital may also be offered.

In the event your Board decides to use this authorisation in accordance with the provisions of Article 155-2 of the decree of 23 March 1967, the final conditions for the operations, as well as their effect on the shareholders’ situation and the stock price, would be the subject of additional reports by the Board of Directors and the Statutory Auditors.

The eighteenth resolution is asking you to cancel the unused amount of the authorisation granted by the General Shareholders’ Meeting of 24 July 2001, which will expire at the end of September 2004, and renew it by authorising your Board, for 38 months, to allocate to those members which it designates from amongst the employees and corporate officers of the Company and companies or

3	Summary of the resolutions submitted to the Shareholders’ Meeting

economic interest groupings associated with it, pursuant to the terms of Article L. 225-180 of the Commercial Code, options to subscribe or purchase shares in the Company up to a total number of options granted pursuant to this authorisation, which may not give the right to subscribe or purchase a number of shares exceeding 5% of the share capital at the date the options are allocated, taking into account the options already allocated pursuant to this authorisation which may be but have not yet been exercised.

The subscription or purchase price of the shares may not be less than the average of the opening prices listed during the twenty trading days preceding the day on which the options are granted. Furthermore, the purchase price of existing shares may not be less than the average price at which the shares were purchased by the Company.

Amendments to the By-Laws

Nineteenth and twentieth resolutions

We ask you to approve the nineteenth resolution to bring the By-Laws into compliance with Financial Security Law No. 2003-706 of 1 August 2003. Pursuant to the new provisions in the law, changes have been made to the period of time, reduce to five days, granted to inform the Company if statutory thresholds have been exceeded, and there are new rules on exceeding the maximum number of Directors, on Directors’ information, the authority of the Chairman of the Board of Directors, the conditions for reappointing the statutory auditors, and their attendance at meetings of the Board of Directors.

The twentieth resolution is asking you to amend Article 15 of the By-Laws, to comply with the provisions of Art. 136 of the decree of 23 March 1967, as amended by Art. 38-II of the decree of 3 May 2002, on deadlines for shareholders to send in documents canceling their votes or changing the number of votes.

Finally, the twenty-first and last resolution asks you to grant full powers to allow legal decisions by the General Shareholders’ Meeting to be implemented and the necessary formalities completed.

Text of resolutions submitted to the Shareholders’ Meeting

Ø	ORDINARY RESOLUTIONS

First resolution

(Approval of the non-consolidated accounts and operations for the fiscal year ending on 31 March 2004)

Voting according to the quorum and majority rules for Ordinary General Meetings, after reviewing the Board of Directors’ report, the statutory auditors’ report and the non-consolidated accounts for the fiscal year ending on 31 March 2004, the shareholders approve the accounts for the fiscal year ending on 31 March 2004, as drafted and presented to them.

The shareholders specifically approve the amount of non-deductible charges (Art. 39-4 of the French Code Général des Impôts) shown 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 operations for the fiscal year ending on 31 March 2004)

Voting according to the quorum and majority rules for Ordinary General Meetings, after reviewing the Board of Directors’ report, the statutory auditors’ report and the consolidated accounts for the fiscal year ending on 31 March 2004, the shareholders 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)

Voting according to the quorum and majority rules for Ordinary General Meetings, the shareholders approve the following proposal by the Board of Directors regarding the appropriation of the loss of €1,341,046,460.19 for the fiscal year ending on 31 March 2004:

•

€55,210,044.48 to the “new issue and contribution premiums” account, which is then reduced to zero,

•

€1,285,836,415.71 to the “carry forward” account, where the negative balance is then €1,289,913,214.56.

As a result, no dividend would be paid to the shareholders for the fiscal year ending on 31 March 2004.

As required by law, the shareholders acknowledge that the dividends distributed for the previous three fiscal years were as follows:


	Number of Shares	Dividend	Tax credit	Total revenue
		(€)	(€)	(€)
2002/2003	281,660,523	—	—	—
2001/2002	215,387,459	—	—	—
2000/2001	215,387,459	0.55	0.275	0.825

Fourth Resolution

(Special auditors’ report on related party agreements)

Voting according to the quorum and majority rules for Ordinary General Meetings, after reviewing the special auditors’ report on the agreements falling under Article L. 225-38 of the French Commercial Code, the shareholders approve the conclusions of the report that no such agreements were made in the last fiscal year.

Fifth resolution

(Renewing Mr. Jean-Paul Béchat’s appointment as a Director)

Voting according to the quorum and majority rules for Ordinary General Meetings, the shareholders agree to renew Mr. Jean-Paul Béchat’s appointment as a Director, for a period of four years, until the end of the Ordinary General Meeting called to vote on the accounts for fiscal year 2007/08.

Sixth resolution

(Renewing Mr. Gérard Hauser’s appointment as a Director)

Voting according to the quorum and majority rules for Ordinary General Meetings, the shareholders agree to renew Mr. Gérard Hauser’s appointment as a Director, for a period of four years, until the end of the Ordinary General Meeting called to vote on the accounts for fiscal year 2007/08.

4	Text of resolutions submitted to the Shareholders’ Meeting

Seventh resolution

(Renewing Mr. George Simpson’s appointment as a Director)

Voting according to the quorum and majority rules for Ordinary General Meetings, the shareholders agree to renew Mr. George Simpson’s appointment as a Director, for a period of four years, until the end of the Ordinary General Meeting called to vote on the accounts for fiscal year 2007/08.

Eighth resolution

(Appointing Mr. Pascal Colombani as a Director)

Voting according to the quorum and majority rules for Ordinary General Meetings, the shareholders hereby appoint Mr. Pascal Colombani as a Director for a period of four years, until the end of the Ordinary General Meeting called to vote on the accounts for fiscal year 2007/08.

Ninth resolution

(Ratification of the transfer of the registered office)

Voting according to the quorum and majority rules for Ordinary General Meetings, the shareholders ratify the decision taken at the Board of Directors’ meeting held on 25 May 2004 to transfer ALSTOM’s registered offices from 25 avenue Kléber, 75016 Paris, to 3 avenue André Malraux, 92300 Levallois-Perret, by 31 December 2004 and to modify accordingly Article 4 of the By-Laws.

Tenth resolution

(Authorisation to be given to the Board of Directors to trade the Company’s shares)

Voting according to the quorum and majority rules for Ordinary General Meetings, after reviewing the Board of Directors’ report, the shareholders authorise the Board of Directors pursuant to the terms of Art. L. 225-209 et seq. of the French Commercial Code, to purchase existing Company shares up to however many shares represent 10% of the Company share capital as of 31 March 2004, i.e., a theoretical maximum number of 105,665,757 shares, for a theoretical maximum aggregate purchase price of €528,328,785 based on the maximum purchase price set hereafter.

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 corporate officers of ALSTOM and its affiliated companies as defined in Art. L. 225-180 and L. 233-16 of the French Commercial Code, in particular through stock option plans, to hold the shares purchased, or sell, transfer or exchange the shares purchased as part of or following any financial transactions (including exercising rights attached to securities) which are part of the financial and asset management of the Company’s share capital and stockholders’ equity, with particular regard to its financing needs. The shares purchased may also be canceled under the conditions set by law.

The purchase, sale, transfer or exchange of these shares may occur, in accordance with the rules set by the relevant regulatory bodies, on or off the stock exchange, at any time, including at the time of a takeover bid, and by any 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 €5 per share and the selling price may not be lower than €1 per share, subject to adjustments relating to transactions affecting the Company’s share capital. If the Company avails itself of one of the options offered by the third paragraph of Art. L. 225-209, the sale price will then be determined in accordance with the law in effect at that time. 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.

This authorisation shall cancel and replace the authorisation granted by the its tenth resolution approved by the General Shareholders’ Meeting of 2 July 2003, and shall be valid until the next General Shareholders’ Meeting called to approve the accounts for the fiscal year starting on 1 April 2004.

The shareholders hereby grant full powers to the Board of Directors, with authority to delegate such powers, to make all stock market orders, and sign any agreement to carry out all formalities and make all declarations for and to all bodies and, generally, to do all that is necessary to implement this resolution.

4	Text of resolutions submitted to the Shareholders’ Meeting

Eleventh resolution

(Authorisation to be given to the Board of Directors to modify the terms of the fixed term subordinated bonds (“TSDD”) issued on 23 December 2003, maturing in 2018, subscribed by the French Republic)

Voting on the changes to the terms of the TSDD covered by this resolution according to quorum and majority rules for Ordinary General Meetings, having reviewed the Board of Directors’ report, and noting the agreement of the French Republic, sole holder of the fixed term subordinated bonds issued on 23 December 2003, maturing in 2018 (the “TSDD”), upon the modification of the terms of the TSDDs set forth in this resolution, the shareholders:

approve the principle of changing the terms of the TSDD to permit early repayment if the debt covered by such repayment is used to pay up the subscription to a capital increase in which the French Republic would subscribed by offsetting an equivalent amount;

give full powers to the Board of Directors, with power to subdelegate, to make the corresponding changes to the terms of the TSDD, particularly in article 5, in agreement with the holder of the TSDDs, to permit early repayment pursuant to the conditions fixed by the present resolution, to obtain the necessary approvals and more generally take all necessary actions.

Ø	EXTRAORDINARY RESOLUTIONS

Twelfth resolution

(Decision not to liquidate the Company following the loss of half the share capital)

Voting according to the quorum and majority rules for Extraordinary General Meetings, after reviewing the Board of Directors’ report, the shareholders acknowledge that their equity in the Company has dropped below half the share capital, as set forth in the statutory accounts for the fiscal year ending on 31 March 2004, approved pursuant to the first resolution hereabove, and resolve not to liquidate the Company early.

Thirteenth resolution

(Reduction in the share capital due to losses, implemented by a reduction in the nominal value of the shares, and related amendments to the By-laws)

Voting according to the quorum and majority rules for Extraordinary General Meetings, after reviewing the Board of Directors’ report and the special statutory auditors’ report, pursuant to the French Commercial Code, particularly its article L.225-204, the shareholders:

note that the accounts for the fiscal year ended on 31 March 2004 approved pursuant to the first resolution hereabove, show losses of €1,341,046,460.19, which after being offset against total premiums recorded in the Company’s balance sheet, by the General Meeting pursuant to the third resolution hereabove, result in a negative balance carried forward of €1,289,913,214.56;

decide to reduce the share capital by an overall nominal amount of [€950,991,814.80]⁽¹⁾, thereby reducing it from [€1,320,821,965.00]⁽¹⁾to [€369,830,150.20]⁽¹⁾to offset part of the losses recorded in the item “balance carried forward” in the Company balance sheet after appropriating the income for the fiscal year ended on 31 March 2004, amounting to [€950,991,814.80]⁽¹⁾, which then gives a negative “balance carried forward” of [€338,921,399.76]⁽¹⁾;

decide to implement this reduction in the share capital by reducing the nominal value of each share from €1.25 to €0.35;

as a consequence of this reduction in the share capital, decide to amend Article 6 of the By-laws as follows:

“Article 6 – Share capital

The share capital is set at [three hundred and sixty nine million eight hundred and thirty thousand, one hundred fifty euros and twenty cents][(€369,830,150.20)]⁽¹⁾.

It is divided into [1,056,657,572]⁽¹⁾shares, each with a nominal value of €0.35, of a single class and fully paid up.

The share capital may be increased in accordance with the Law from time to time.”

give full powers to the Board of Directors to take any necessary measures following the share capital reduction.

4	Text of resolutions submitted to the Shareholders’ Meeting

(1)

The figures into square brackets will be adjusted during the Shareholders’ Meeting to take into account, if necessary, on the one hand the repayment in shares of the fixed term subordinated bonds (TSDD RA) which will occur automatically following the decision of the European Commission approving their repayment in shares and will result in a share capital increase of a nominal amount of 300 million euros. The figures will also be adjusted to take into account the reimbursement in shares of the subordinated bonds repayable in shares (ORA). In the event all the TSDD RAs and ORAs are reimbursed in shares, the amount of the share capital would be €1,756,736,285 prior to capital reduction and €491,886,159.80 following capital reduction.

Fourteenth resolution

(Authorisation to the Board of Directors to increase the Company share capital by a maximum of 1.2 billion euros, issue premium included, by issuing new shares retaining the preferential subscription rights for existing shareholders, subject to this Meeting adopting the twelfth, thirteenth, fifteenth and sixteenth resolutions)

Voting according to the quorum and majority rules for Extraordinary General Meetings, after reviewing the Board of Directors’ report, pursuant to the French Commercial Code, particularly its Article L. 225-129, and subject to the adoption of the twelfth, thirteenth, fifteenth and sixteenth resolutions, the shareholders hereby:

authorise the Board of Directors, for a period of one year from the date of this Meeting, to proceed with a one-time increase in the Company share capital, by issuing Company’s shares with the same rights as the existing shares, except the date on which they pay a dividend;

decide that the total capital increase, issue premium included, may not exceed 1.2 billion euros, plus, if applicable, the nominal value of the shares to be issued, to preserve the rights of holders of securities giving access to the Company’s share capital in accordance with legal and regulatory requirements and contractual stipulations; the total number of shares actually issued pursuant to this authorisation will be determined based on the issue price fixed by the Board of Directors;

decide that the issue price of the shares that may be issued pursuant to the present authorisation as fixed by the Board of Directors, must be fully paid up at the time of subscription;

decide that the shareholders will receive an irreducible preferential subscription right, under the terms required by law, for the shares that may be issued pursuant to the present authorisation. Also, under the terms required by law, the Board of Directors will have the option of giving shareholders the right to subscribe on a reducible basis to a number of shares in excess of the number they may subscribe to on a non-reducible basis.

If the subscriptions made on a non-reducible basis and, if applicable, on a reducible basis, do not cover the whole issue, under the terms required by law and in the order that it shall determine, the Board may use one or more of the following options:

•

freely allocate all or part of the unsubscribed shares to anyone it chooses,

•

limit the amount of the issue to the amount of subscriptions received, as long as these come to at least three-quarters of the amount originally proposed,

•

offer all or part of the unsubscribed shares to the public on the French or international market;

decide that the Board of Directors shall have full powers, under the terms required by law and within the limits provided for above, with the right to subdelegate as allowed by law, to implement this authorisation, and in particular to:

•

set the dates and other terms of the issue, including the issue price and the dividend enjoyment date, even retroactive, for the shares,

•

offset expenses against the premiums if the need arises,

•

generally, take all measures and sign all agreements to successfully complete the issue,

•

carry out, if applicable, all necessary formalities required to list the shares issued pursuant to this authorization on the Premier Marché of Euronext Paris (and if applicable, on any other regulated market),

•

record the completion of the share capital increase, amend the By-laws accordingly and proceed with all required formalities.

4	Text of resolutions submitted to the Shareholders’ Meeting

Fifteenth resolution

(Authorisation to the Board of Directors to increase the share capital by a maximum of 700 million euros, issue premium included, by issuing new shares with waiver of preferential subscription rights for existing shareholders, to the category made up of creditors, apart from the CFDI, under (i) the subordinated loan agreement for €1,563,399,105 signed on 30 September 2003 (PSDD); (ii) the Multicurrency Revolving Credit Agreement of 3 August 2001, and (iii) the credit agreement for 200 million euros dated 18 August 2000, subject to this Meeting adopting the twelfth, thirteenth, fourteenth and sixteenth resolutions)

Voting according to the quorum and majority rules for Extraordinary General Meetings, after reviewing the Board of Directors’ report and the special statutory auditors’ report, pursuant to the French Commercial Code, and particularly its Article L. 225-138, and subject to the adoption of the twelfth, thirteenth, fourteenth and sixteenth resolutions, the shareholders hereby:

authorise the Board of Directors, for a period of one year from the date of this Meeting, to proceed with a one-time increase in the Company’s share capital by issuing Company’s shares giving the same rights as the existing shares, except the date on which they pay a dividend, for a total capital increase, issue premium included, which may not to exceed 700 million euros, corresponding to a maximum of 2 billion shares with a nominal value of €0.35 each (following the reduction of the nominal value as set forth in the thirteenth resolution); the total number of shares actually issued pursuant to this authorisation will be determined based on the issue price fixed by the Board of Directors in accordance with paragraph 3 below;

for all shares issued under the present resolution, decide to waive the shareholders’ preferential subscription rights for the benefit of the category made up of lenders, other than CFDI, under (i) the €1,563,399,105 subordinated loan agreement of 30 September 2003 (PSDD); (ii) the Multicurrency Revolving Credit Agreement of 3 August 2001, and (iii) the 200 million euros credit agreement of 18 August 2000, hereinafter collectively called the “Lenders”; each of these beneficiaries may only subscribe up to the amount of the debt resulting from the early repayment by offsetting the amounts due to them under the agreements indicated above, as long as, if the total requests for early repayment expressed by these persons is higher than the maximum the capital increase authorised by this resolution (premiums included), the requests for early repayment and corresponding subscription would be reduced by the Board of Directors;

decide that the issue price of the shares issued pursuant to the present resolution will be between 125% to 135% (inclusive) of the issue price of the shares issued in the share capital increase pursuant to the fourteenth resolution and will be fixed after consideration of the theoretical ex-right price for the share calculated on the basis of the last quoted prices for the share prior to the day of the fixation of this price. In addition, this price shall be equal to the issue price of the shares issued pursuant to the sixteenth resolution;

decide that the Board of Directors shall have full powers in accordance with legal requirements, and within the limits provided above, with the power of subdelegation, to implement this resolution, and in particular to:

•

set the date and the other conditions for the issue including the date, which may be retroactive, on which the shares to be issued will pay a dividend,

•

fix the list of beneficiaries for the waived subscription right within the category defined above, as well as the number of shares to be subscribed by each of them, on the basis of requests for early repayment made by each of them, if necessary, after reduction in their requests if the total requests exceed 700 million euros,

•

more generally, take all required steps and sign all agreements necessary to successfully complete the issue,

•

carry out, where necessary, all formalities to have the shares issued pursuant to this authorisation listed on the Premier Marché of Euronext Paris (and if applicable, on any other regulated market), and

•

record the completion of the share capital increase, amend the By-laws accordingly and proceed with all formalities required.

4	Text of resolutions submitted to the Shareholders’ Meeting

Sixteenth resolution

(Authorisation to the Board of Directors to increase the Company share capital by a maximum of 500 million euros, issue premium included, by issuing new shares, with waiver of preferential subscription rights for existing shareholders, to the French Republic and the CFDI, subject to this Meeting adopting the twelfth, thirteenth, fourteenth, and fifteenth resolutions)

Voting under the quorum and majority rules required for Extraordinary General Meetings, after reviewing the Board of Directors’ report and the special statutory auditors report, pursuant to the French Commercial Code, and particularly its Article L. 225-138, and subject to the adoption of the twelfth, thirteenth, fourteenth and fifteenth resolutions, the shareholders hereby:

authorise the Board of Directors, for a period of one year from the date of this Meeting, to proceed with a one-time increase the Company’s share capital by issuing Company’s shares, conferring the same rights as the existing shares, except the date on which they pay a dividend, for a total share capital increase, issue premium included, not to exceed 500 million euros, resulting in the issue of a maximum of 1,428,571,428 shares with a nominal value of €0.35 each (after a reduction in the nominal value pursuant to the thirteenth resolution); the total number of shares actually issued pursuant to this authorisation will be determined based on the issue price fixed by the Board of Directors in accordance with paragraph 3 below;

decide to waive the shareholders’ preferential subscription rights for all the shares issued pursuant to this present resolution, for the benefit of:

•

the French Republic, which will have the sole right to subscribe to the capital increase provided for by the resolution for a total maximum amount, issue premium included, of 200 million euros, resulting in a maximum of 571,428,571 shares with a nominal value of €0.35 each; the payment for such subscription will be made by offsetting the Company’s debt obligation for the 200 million euros in fixed term subordinated bonds issued by the Company on 23 December 2003,

•

the CFDI, which will have the right to subscribe to the capital increase provided for by the resolution for a total maximum amount, issue premium included, of 300 million euros, resulting in a maximum of 857,142,857 shares with a nominal value of €0.35 each; payment for such subscription will be made by offsetting the Company’s debt for 300 million euros of the subordinated loan for €1,563,399,105 (“PSDD”) of 30 September 2003 entered into with the Company;

decide that the issue price of the shares issued pursuant to the present resolution will be between 125% to 135% (inclusive) of the issue price of the shares issued in the share capital increase pursuant to the fourteenth resolution and will be fixed after consideration of the theoretical ex-right price for the share calculated on the basis of the last quoted prices for the share prior to the day of the fixation of this price. In addition, this price shall be equal to the subscription price for the shares issued pursuant to the fifteenth resolution;

decide that the Board of Directors shall have full powers, with the right to subdelegate according to legal requirements, up to the limits provided above, to implement this authorisation, and in particular, to:

•

set the date and the other terms and conditions for the issue, particularly the issue price pursuant to the conditions described above, the date which may be retroactive, on which the shares issued will pay a dividend,

•

offset expenses against the premiums if the need arises,

•

more generally, take all steps and sign all agreements necessary for the successful completion of the proposed issue,

•

carry out, where necessary, all formalities to have the of the shares issued pursuant to this authorisation listed on the Premier Marché of Euronext Paris (and if applicable, on any other regulated market),

•

establish the statement of account required by article D 166 of decree No. 67-236 of 23 March 1967, to pay up the subscription of the capital increase by offsetting it against certain, payable and due debts of the subscriptions to the capital increase,

4	Text of resolutions submitted to the Shareholders’ Meeting

•

record the completion of the share capital increase, amend the By-laws accordingly and proceed with all publications, as required.

Seventeenth resolution

(Authorisation to the Board of Directors to increase the Company’s share capital by issues reserved for members of a Company savings plan)

Voting according to the quorum and majority rules for Extraordinary General Meetings, after reviewing the Board of Directors’ report and the special statutory auditors report, in accordance with the provisions, on the one hand, of art. L. 443-1 et seq. of the Work Code and, on the other, the Commercial Code, particularly its Art. L. 225-138-IV, the shareholders:

authorise the Board of Directors for a period of twenty-six months from the date of this meeting, to increase the share capital, on one or more occasions, by a maximum nominal amount of €66,040,000, by issuing new shares and/or other securities in euros or any other currency, giving access to the Company’s share capital, reserved for members of a savings plan of the Company and/or of its affiliated companies and economic interest groups as defined under Art. L. 225-180 and Art. L. 233-16 of the Commercial Code;

for the benefit of these members, decide to waive the shareholders’ preferential subscription rights to the shares or other securities giving access to the share capital issued pursuant to this authorisation, and to the Company shares to which the securities issued pursuant to this authorisation give right;

decide that the issue price of the shares issued pursuant to this authorisation shall not be more than 20% lower than the average Company share prices during the twenty trading days preceding the decision setting the subscription opening date, or higher than that average; the features of the other securities giving access to the Company’s share capital shall be determined by the Board of Directors under the conditions laid down by the rules and regulations;

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 Work Code;

decide that the Board of Directors will have full powers, with authority to subdelegate such powers within legal limits, to implement this authorisation within the limits and under the conditions mentioned above, and in particular to:

•

determine the companies whose employees and corporate officers, as the case may be, may participate in the issues,

•

fix the conditions to be met by the beneficiaries,

•

fix the terms and conditions of each issue and particularly the amount and terms of the securities to be issued, the issue price, the date (which may be retroactive) on which the shares to be issued will pay dividends, the method and schedule of payment of the issue price, the subscription period, the deadline given to the subscribers to pay up their shares,

•

decide if the securities can be subscribed directly or indirectly through mutual funds or other entities permitted by current laws or regulations,

•

record the completion of the share capital increases in accordance with the amount of shares actually subscribed and amend the By-laws accordingly,

•

enter into any agreements, carry out, directly through a representative, any operations and formalities,

•

offset expenses against the amount of the premiums if the need arises,

•

take any measures necessary to complete the issues, carry out all formalities following the capital increases and generally do whatever is necessary;

decide that this authorisation cancels the authorisation granted to the Board of Directors by the eighth resolution approved by the General Shareholders’ Meeting of 18 November 2003.

4	Text of resolutions submitted to the Shareholders’ Meeting

Eighteenth resolution

(Authorisation to the Board of Directors to grant stock options giving rights to subscribe to new shares or purchase existing shares in the Company)

Voting according to the quorum and majority rules for Extraordinary General Meetings, after reviewing the Board of Directors’ report and the special statutory auditors report, the shareholders:

authorise the Board of Directors, under the conditions set out in Art. L. 225-177 to L.225-185 of the Commercial Code, for a period of thirty-eight months from this date, to grant, on one or more occasions, to selected corporate officers and employees of the Company and of companies or economic interest groups affiliated to the Company under the conditions set out in Art. L. 225-180 of the Commercial Code, stock options giving rights to subscribe new shares to be issued by the Company, or to purchase existing shares in the Company resulting from Company share redemptions in accordance with legal requirements;

decide that the total number of options which may be granted under this authorisation, shall not give the right to subscribe or purchase a total number of shares in excess of 5% of the Company’s share capital on the date of grant of the options, and taking into account all options already granted pursuant to this resolution, exercisable but not yet exercised;

acknowledge that this authorisation implies the express waiver by the shareholders of their preferential subscription rights to the shares that will be issued as and when stock options are exercised for the benefit of the beneficiaries of the stock options giving right to subscribe new shares;

decide that the subscription price for the new shares and the purchase price for the existing shares will be fixed by the Board of Directors and may not be less than the average opening price of the shares on the Premier Marché of Euronext Paris during the twenty trading days preceding the day the options are issued;

decide, in addition, that the purchase price for existing shares, may not be less than the average purchase price of shares held by the Company in accordance with Art. L. 225-208 and/or L. 225-209 of the Commercial Code on the date the options are issued;

decide that the period for exercising the options set by the Board of Directors shall be no longer than 10 years from the date of issue;

decide that the Board of Directors will have full powers with right to subdelegate within the legal limits, to implement this authorisation, pursuant to legal requirements, in particular, to:

•

determine the terms for issuing and exercising the options, and determining the list of the beneficiaries for the options,

•

determine the period(s) during which the options may be exercised and, if necessary, the applicable lock in periods for all or part of the shares,

•

set the date, which may be retroactive, on which the new shares resulting from these options being exercised will pay dividends,

•

decide the conditions for any adjustment to the subscription price, purchase price and the number of shares subscribed or purchased, particularly pursuant to current regulations in effect,

•

authorise a temporary suspension to exercising the options, if financial transactions or transactions on the securities of the Company are carried out,

•

change the terms at a later date, in particular to limit, restrain or prohibit the exercise of the options during certain periods or from certain events; its decision may include all or some of the options, and concern all or certain beneficiaries,

•

if necessary, offset the share capital increase expenses against the amount of the premiums for such increases,

•

carry out all acts and formalities to record the share capital increases resulting from the exercise of stock options, to amend the By-laws and generally take all necessary measures;

instruct the Board of Directors to inform each Annual General Meeting of the transactions completed pursuant to this authorisation.

This authorisation cancels the unused portion of the authorisation granted to the Board of Directors by the

4	Text of resolutions submitted to the Shareholders’ Meeting

Shareholders’ Meeting of 24 July 2001, by the seventeenth resolution to grant stock options.

Nineteenth resolution

(Amendment to the By-laws in accordance with Financial Security Law No. 2003-176 of 1 August 2003. Corresponding modifications to the Articles 7, 9, 11, 12 and 14 of the By-laws)

Voting according to the quorum and majority rules for Extraordinary General Meetings, after reviewing the Board of Directors’ report, the shareholders decide to amend the By-laws in accordance with the provisions of French Financial Security Law No. 2003-176 of 1 August 2003. Therefore, the shareholders decide to amend the following articles, as follows:

Article 7 – Nature and Form of Shares - Obligation to Notify the Company if Holdings Exceed Certain Levels Set in the By-laws

The second and sixth paragraphs are changed to reduce deadline to inform the Company to five trading days, and now read as follows:

Second paragraph

Current text:

“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 equal to or 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%.”

New text:

“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 equal to or 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 five trading 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%.”

Sixth paragraph

Current text:

“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 fifteen days and by the same means.”

New text:

“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 five trading days and by the same means.”

Article 9 – Board of Directors

The first sentence of the fist paragraph is modified as follows:

Current text:

“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.”

New text:

“The Company shall be managed by a board of directors comprising a minimum of four (4) and a maximum of eighteen (18) members, subject to derogations provided for by Law.”

Article 11 – Powers of the Board - Responsibilities

The second sentence of the third paragraph is modified as follows:

Current text:

“Each director receives all information required for the performance of his duties and can obtain disclosure of all documents that he deems necessary.”

New text:

“The President or the Chief Executive Officer is required to provide each director with all the documents and information required for the performance of his duties.”

4	Text of resolutions submitted to the shareholders’ Meeting

Article 12 – President – Chief Executive Officer - Delegated Executive Officer(s)

The first sentence of the first paragraph of section 1 is deleted and the second sentence of this paragraph is modified as follows:

Current text:

“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.”

New text:

“The president of the board of directors organises and directs its work and is accountable for it to the shareholders’ meeting.”

Article 14 – Auditors

The second and fourth paragraphs are modified as follows:

Second paragraph

Current text:

“Auditors may be re-elected.”

New text:

“Auditors may be re-elected under the conditions defined by Law.”

Fourth paragraph

Current text:

“The auditors are called to attend the board meeting which finalises the accounts for the preceding financial year, and all shareholders’ meetings.”

New text:

“The auditors are called to attend all the board meetings which examine and finalise the annual or intermediary accounts, and all shareholders’ meetings.”

Twentieth resolution

(Amendment to article 15 of the By-laws in accordance with Article 136 of the decree of 23 March 1967)

Voting according to the quorum and majority rules for Extraordinary General Meetings, having reviewed the Board of Directors’ report, the shareholders decide to amend Article 15 of the By-laws to comply with the provisions of Art. 136 of the decree of 23 March 1967, as amended by Art. 38-II of the decree of 3 May 2002. Consequently, they decide to amend the third paragraph of the second paragraph of Article 15 of the By-laws as follows:

Article 15 – Conduct of General Meetings

2. Admission and representation

Third paragraph:

Current text:

“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.”

New text:

“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 elements allowing his vote or proxy to be cancelled or to modify the number of shares and corresponding votes, no later than 3.00 p.m. on the day prior to the Meeting pursuant to art. 136 of the decree of 23 March 1967.”

Twenty-first resolution

(Power to implement the General Shareholders’ Meeting’s decisions and complete the formalities)

Voting according to the quorum and majority rules for Extraordinary General Meetings, the shareholders hereby give full authority to the holder of an original, copy or extract of the minutes of this Meeting to perform all legal or administrative formalities and to proceed with all required filings and publications.

Summary of activity

Ø	Key consolidated indicators


Total	Year ended March				% Variation March 2004/ March 2003
Total	2003		2004		% Variation March 2004/ March 2003
	*Actual figures (in € millions)*
Orders received	19,123		16,500		(14	%)
Sales	21,351		16,688		(22	%)
Operating income	(507	)	300
Net income	(1,432	)	(1,836	)
Free Cash Flow (a)	(265	)	(1,007	)
Economic debt (b)	4,918		3,000


Total	Year ended March		% Variation March 2004/ March 2003
	2003	2004	% Variation March 2004/ March 2003
	*Comparable figures (c) (in € millions)*
Orders received	16,366	16,500	1	%
Sales	18,531	16,688	(10	%)

(a)

We define Free Cash Flow to mean Net cash provided by (used in) operating activities less Capital expenditures, net of proceeds from disposals of property, plant and equipment (excluding proceeds from the sale of real estate as part of our strategic plan) and increase (decrease) in variation in existing receivables considered as source of funding of our operations. However, this measure is not a measurement of performance either under French or US GAAP.

(b)

We define Economic debt to mean Net debt (or Financial debt net of short term investments and cash and cash equivalents) plus cash proceeds from sale of trade receivables (“securitisation of existing receivables”). Economic debt does not represent our Financial debt as calculated under French GAAP, and should not be considered as an indicator of our currently outstanding indebtedness because trade receivables securitised are sold irrevocably and without recourse.

(c)	Adjusted for changes in business composition and exchange rates

Activity during fiscal year ended 31 March 2004

Rebound of orders in challenging market conditions

Despite an unfavourable economic climate, markets remained buoyant in rail transport and sound in power generation service. The new equipment market in power, however, remained at historically low levels. New emissions regulations continue to drive needs for environmental control equipment in Europe and the US, and there is growing demand for new boiler and hydro equipment in Asia and Latin America. The cruise-ship market remained weak.

Overall, Group order intake was up 1% on a comparable basis against the prior year, with a first half down 23% on a comparable basis and the second half showing a strong rebound in the level of orders received (+34% on a comparable basis). The margins on these orders are consistent with our performance targets. Major orders included three GT26 gas turbines in Spain and associated services, a steam power plant in Saudi Arabia, service contracts in the US and Brazil and orders for trams and metros across Europe and for high-speed tilting trains in Italy.

Sales decreased by 10% on a comparable basis as a result of the low level of orders booked last year.

The order backlog amounted to over €25.4 billion at 31 March 2004, representing approximately 18 months of sales. This year the book to bill ratio stands at 1, compared to 0.9 last year.

5	Summary of activity

Operating income affected by lower sales and non-recurring charges

Operating income was €300 million, or 1.8% of sales, due to a lower sales level leading to underactivity and exceptional charges on US projects amounting to €102 million for our Transport Sector and €108 million for our Power Environment Sector.

Stricter control of terms and conditions and margins in our order intake is fully in place and processes to monitor the execution of large projects are rigourously applied.

Net income; reduction of the nominal value of share

Net loss after goodwill amortisation was €1,836 million for fiscal year 2003/04, as a result of low operating income, high restructuring charges (€655 million versus €268 million in prior year), high financial expenses (€460 million compared with €270 million in fiscal year 2002/03) and tax charges of €251 million (compared with tax income of €263 million in the prior year).

As a result of a net loss in our statutory accounts, the reduction of the nominal value of the share from €1.25 to €0.35 will be proposed to our shareholders at the next Annual General Meeting.

Free cash flow: strongly negative due to cash outflows on GT24/GT26

In line with our previous guidance, free cash flow was €(1,007) million, reflecting scheduled cash outflows of €766 million relating to the GT24/GT26 gas turbines and higher restructuring and financial expenses. This was partly offset by the improvement in our working capital following the rebound in orders received during the second half of the fiscal year and continued efforts to reduce receivables and inventories.

Excluding cash outflow on the GT24/GT26, free cash flow was positive in the second half.

Economic debt reduced by approximately €2 billion

Economic debt was €3,000 million at the end of March 2004 compared with €4,918 million at the end of March 2003. This primarily reflects the impact of the capital increase and proceeds from the disposal notably of our Transmission & Distribution activities and Industrial Turbines businesses during the year, partly offset by the negative free cash flow for the fiscal year.

Update on GT24/GT26 gas turbine issues

The resolution of our GT24/GT26 issues is progressing satisfactorily. Of the 80 machines, 74 are now in operation, one is in commissioning, one is under construction and one contract for four units which was previously suspended has now been cancelled.

The machines in service are demonstrating good levels of reliability and have accumulated around 900,000 operating hours. We have reached settlements on 64 units, with only twelve units subject to commercial dispute. Our previous cases of customer litigation in court have been settled.

At end-March 2004, we retained €738 million of provisions related to the GT24/GT26 issues, assuming €234 million of mitigation. At end-March 2003, we retained €1,655 million, assuming €454 million of mitigation. Both numbers have thus been reduced significantly.

Financing package

We are in advanced negotiation regarding a comprehensive financing package. The main items of this package are the following:

•

Secured bonding facility to cover our commercial needs for the next 18-24 months of a maximum outstanding amount of 8 billion euros, which would benefit from a 2 billion euros guarantee package with 700 million euros security provided by ALSTOM, guarantees given by a French Republic-guaranteed institution for 1.25 billion euros and the remainder by a group comprising our core banks.

•

Conversion into equity of 300 million euros subordinated bonds reimbursable with shares with a 20-year maturity (TSDDRA). They will be automatically reimbursed with shares upon approval by the European Commission, giving the French Republic an equity participation in ALSTOM of approximately 18.5% (on the basis of the share capital as of 31 March 2004).

•

New capital increase and debt-to-equity swap of an amount ranging between 1.5 billion euros - 2.2 billion euros:

•

A capital increase of between 1 - 1.2 billion euros which would involve the issue of shares with preferential subscription rights. The French Republic has indicated its readiness to subscribe to this capital

5	Summary of activity.

increase by exercise of its preferential subscription rights – after reimbursement with shares of the TSDDRA – for approximately 185 million euros.

•

The conversion of up to 500 million euros of subordinated bonds and loans issued by the French Republic (“TSDD”, “PSDD”), provided that its equity participation in ALSTOM does not exceed 31.5%.

•

The conversion into equity, to be proposed to our lenders, of an aggregate maximum amount of existing debt of 700 million euros.

The maximum amount proposed for conversion by our lenders would be reduced accordingly should the rights issue exceed 1 billion euros.

•

Commitments including additional asset disposals: to respond to the European Commission’s requirements, we have committed not to make any significant acquisitions in the transport sector within Europe over the next four years and to dispose of businesses representing approximately 1.5 billion euros in sales. Around 50% of this figure covers the following:

•

our freight locomotive business in Valencia, Spain;

•

our Transport Sector’s activities in Australia and New Zealand; and

•

our industrial boilers business, which is part of our Power Environment Sector.

The remaining 50% covers other businesses which have not yet been identified and which will be disposed of within the next two years.

We have agreed that, as part of our international development in the Hydro business, we would enter into a 50-50 joint venture in the coming years. Finally, we intend to implement, within the next four years, industrial partnerships to ensure our future development; this is supported by both the French State and the European Commission.

This package will be subject to European Commission approval. A decision is expected before the end of June 2004, prior to our Annual General Shareholders’ Meeting.

Outlook

The prompt finalisation and implementation of this financing package are essential for ALSTOM’s future.

ALSTOM’s scope is clear, with core activities focused on the power generation and rail transport markets. We expect overall demand to remain generally low over the next months in the power new equipment market but are confident that market fundamentals will lead to an upturn in demand. The transport and power service markets should remain generally sound. The timing of the expected recovery in the cruise-ship market remains uncertain.

Fiscal year 2004/05 will be a transitional year. We forecast orders to be above the level recorded in fiscal year 2003/04 on a comparable basis. On the same basis, sales are expected to be at around the same level as fiscal year 2003/04. Operating margin for fiscal year 2004/05 should be between 3.5% and 4% in comparison with a proforma margin of 2.6% before exceptionals in 2003/04. Free cash flow, though difficult to predict with accuracy, is forecast at around (€400) million.

We confirm our previously announced targets for fiscal year 2005/06: operating margin of 6% and positive free cash flow.

Five-year summary

(Statutory accounts)


	31 March 2000	31 March 2001	31 March 2002	31 March 2003		31 March 2004
Capital at year end
a) Share capital (in € thousands)	1,282,190	1,292,325	1,292,325	1,689,963		1,320,822
b) Number of outstanding issued shares	213,698,403	215,387,459	215,387,459	281,660,523		1,056,657,572
Operations and income for the year *(in € millions)*
a) Dividend received	158.0	110.1	0.3	—		—
b) Income before tax, profit sharing, depreciation and provisions	166.4	106.2	59.4	79.1		70.3
c) Income tax	50.2	33.2	36.9	26.8		36.6
d) French legal profit sharing	—	—	—	—		—
e) Net income after tax, profit sharing, depreciation and provisions	215.2	158.7	90.8	(7,474.1	)	(1,341.1	)
f) Dividends	117.5	118.5	—	—		—
Earnings per share (in €)
a) Net earning after tax, profit sharing, but before depreciation and provisions	1.01	0.65	0.45	0.38		0.10
b) Net earning after tax, profit sharing, depreciation and provisions	1.01	0.74	0.42	(26.54	)	(1.27	)
c) Net dividend per share	0.55	0.55	—	—		—
Personnel
a) Number of personnel employed during the year	—	—	—	—		—
b) Amount of gross wages and salaries for the year (in € thousands)	—	—	—	155		661
c) Amount of social charges for the year (Social security and other welfare benefits) (in € thousands)	—	—	—	52		198

LOGO

REQUEST FOR DOCUMENTS AND INFORMATION

as per article 135 of the French decree of 23 March 1967

Ø	ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING

OF 9 JULY 2004 (ON SECOND NOTICE)

(of 30 June 2004 on first notice)

I, the undersigned Mrs.¨ Miss ¨ Mr. ¨ Company ¨

Surname (or Company name):

First name:

Address:

Town:

County:

Postal code:

Country:

Owner of: _____________________________ registered shares in ALSTOM

And/or of: _____________________________ bearer shares in ALSTOM

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 2004

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:

•

if your shares are registered shares, to BNP Paribas Securities Services – GIS-Emetteurs, Les Collines de l’Arche – 92057 La Défense Cédex, France

•

if your shares are bearer shares, to the financial intermediary with whom your shares are deposited

LOGO

Société anonyme with capital of €1,320,821,965

25, avenue Kléber – 75116 PARIS (France)

www.alstom.com

389 058 447 RCS PARIS

Shareholders’ Meeting

Ordinary and Extraordinary

9 July 2004*

LOGO

*	In accordance with the law, the General Meeting is convened on first notice, on Wednesday 30 June, at 9:00 a.m. (Paris time), at the Company’s registered office – 25, avenue Kléber – 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 Friday 9 July 2004, at 2:00 p.m. (Paris time), at Espace Grande Arche – 1 Parvis de la Défense – 92050 Paris La Défense (France).

LOGO

Société anonyme with capital of €1,320,821,965

25, Avenue Kléber – 75116 Paris (France)

www.alstom.com

389 058 447 RCS PARIS

This document is a free translation of the original French version of the brochure for ALSTOM’s Ordinary and Extraordinary General Meeting, which is available upon request.

Table of Contents


1	Agenda of the Shareholders’ Meeting	p. 5

2	Report of the Board of Directors	p. 6

3	Five-Year Summary (Statutory accounts)	p. 18

4	Statutory Accounts	p. 19

5	Auditors’ reports	p. 31

6	Information on Directors whose nomination is submitted to the Shareholders’ Meeting	p. 37

7	Text of the resolutions submitted to the Shareholders’ Meeting	p. 41

[THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

Agenda of the Shareholders’ Meeting

Ø	DELIBERATING AS AN ORDINARY SHAREHOLDERS’ MEETING

Board of Directors’ report.

General Auditors’ report on the annual accounts for the fiscal year ending on 31 March 2004.

General Auditors’ report on the consolidated accounts for the fiscal year ending on 31 March 2004.

Approval of the non-consolidated accounts and operations for the fiscal year ending on 31 March 2004.

Approval of the consolidated accounts and operations for the fiscal year ending on 31 March 2004.

Appropriation of income.

Special Auditors’ report on related party agreements.

Renewal of the appointments of Messrs. Jean-Paul Béchat, Gérard Hauser and George Simpson as Directors.

Appointment of Mr. Pascal Colombani as Director.

Ratification of the transfer of the registered office.

Authorisation to be given to the Board of Directors to trade the Company’s shares.

Authorisation to be given to the Board of Directors to modify the terms of the subordinated bonds (titres subordonnés à durée déterminée, (“TSDD”) issued on 23 December 2003, maturing in 2018, subscribed by the French Republic.

Ø	DELIBERATING AS AN EXTRAORDINARY SHAREHOLDERS’ MEETING

Board of Directors’ report.

Special Auditors’ reports.

Decision not to liquidate the Company following the loss of half the share capital.

Reduction in the share capital due to losses and implemented by a reduction in the nominal value of the shares, and related amendments to the By-laws.

Authorisation to the Board of Directors to increase the Company’s share capital by issues reserved for members of a Company savings plan.

Authorisation to the Board of Directors to grant stock options giving rights to subscribe to new shares or purchase existing shares in the Company.

Amendment to the By-laws pursuant to Financial Security Law No. 2003-176 of 1 August 2003. Corresponding modifications to Articles 7, 9, 11, 12 and 14 of the By-laws.

Amendment to Article 15 of the By-laws in accordance with Article 136 of the decree of 23 March 1967.

Authorisation to implement the decisions by the General Shareholders’ Meeting and complete the formalities.

Report of the Board of Directors

The consolidated financial statements and the statutory accounts for the fiscal year ended 31 March 2004 together with the corresponding Notes, are included in ALSTOM’s Annual Report for the fiscal year 2004.

Ø	REPORT OF THE BOARD OF DIRECTORS ON THE GROUP’S MANAGEMENT AND THE CONSOLIDATED FINANCIAL STATEMENTS

This report is included in ALSTOM’s Annual Report 2004 within the section “Management Discussion and Analysis on Consolidated Financial Statements as at 31 March 2004”.

Ø	REPORT OF THE BOARD OF DIRECTORS ON THE ORDINARY PART OF THE GENERAL MEETING

Ø	Comments on ALSTOM’s statutory accounts

ALSTOM is the holding company of the ALSTOM Group. ALSTOM’s investments consist exclusively of the shares of ALSTOM Holdings.

ALSTOM centralises a large part of the external financing of the Group and directs the funds to its subsidiary ALSTOM Holdings through loans and a current account. Fees from its indirect subsidiaries for the use of the ALSTOM name are ALSTOM’s main other source of revenue.

Income

ALSTOM’s net loss amounted to 1,341.1 million euros and comprised:

n	income of 68.5 million euros arising from fees for the right to use the ALSTOM name,

n	operating expenses of 77.3 million euros including 10.5 million euros costs related to operating charges around the refinancing package (extraordinary shareholders meeting, non affected fees …),

n	financial loss of 1,397.4 million euros including a provision of 1,400.0 million euros booked on ALSTOM Holdings’ loans,

n	exceptional profit of 28.5 million euros due to the sell of marks and patents of 32.4 million euros less a compensation of 3.9 million euros paid for an India unit sold to a third party, and

n	income tax credit of 36.6 million euros including the tax Group profit of 36.1 million euros.

Balance sheet

The balance sheet amounts to a total of 3,811.8 million euros, the main elements of which are as follows:

n	included in assets, ALSTOM Holdings’ investments gross value of 6,553.5 million euros had been totally depreciated. Advances to ALSTOM Holdings of 6,094.6 million euros have been depreciated for 2,420.2 million euros,

n	included in liabilities, a financial debt of 3,592.7 million euros including bonds with a principle amount of 650 million euros, various loans amounting 2,404.7 million euros and subordinated debts (French state) of 500 million euros,

n	included in liabilities, bonds reimbursable with shares of 152.2 millions euros.

A full explanation has been given in the note 22 to the consolidated accounts.

Ø	Presentation of the resolutions

Approval of the annual non-consolidated and consolidated financial statements

First and second resolution

The shareholders will be asked in these resolutions to approve the transactions and statutory and consolidated financial statements for the year ended 31 March 2004 as presented to them.

Proposal for the appropriation of net income

Third resolution

Taking into account the loss for the fiscal year ended 31 March 2004 which amounts to €1,341,046,460.19 we propose the following appropriation in this resolution:

Ø	up to €55,210,044.48 on the account “share premiums” which as a result amount to zero,

Ø	up to €1,285,836,415.71 on the account “retained earnings” which as a result amount to €(1,289,913,214.56).

2	Report of the Board of Directors

As a result, no dividend will be paid to the shareholders for this fiscal year 2004.

During the three preceding fiscal years, the following dividends were distributed:


	Number of Shares	Dividend (€)	Tax credit (€)	Global amount (€)
2002/2003	281,660,523	—	—	—
2001/2002	215,387,459	—	—	—
2000/2001	215,387,459	0.55	0.275	0.825

Related party agreements

Fourth resolution

Board of Directors – Appointment of Directors

Fifth, sixth, seventh and eighth resolutions

We also remind you that Sir William Purves and Mr. Klaus Esser resigned from their position as Director during past fiscal year, effective 28 July and 31 December 2003 respectively.

We propose to complete the number of members of the Board of Directors by appointing in the eighth resolution Dr. Pascal Colombani for a four-year duration until the end of the Ordinary Shareholders’ Meeting which shall approve the accounts for the fiscal year 2008.

Ratification of the transfer of the registered office

Ninth resolution

The Board of Directors held on 25 May 2004 decided to transfer the registered office of ALSTOM from 25 avenue Kléber, 75016 Paris to 3 avenue André Malraux, 92300 Levallois-Perret and that this decision should be effective on 31 December 2004 at the latest. Pursuant to applicable laws, the shareholders will be requested in this resolution to ratify this decision.

Acquisition by the Company of its own shares

Tenth resolution

The authorisation, which the General Meeting of 2 July 2003 gave to the Company to acquire its shares, was not used during the course of the past fiscal year.

In order to provide flexibility to the Company, it is proposed in this resolution to cancel this former authorisation that shall expire at the end of this General Meeting and to renew it for a period expiring on the date of the General Meeting that will approve the financial statements for the fiscal year beginning on 1 April 2004.

2	Report of the Board of Directors

transactions such as the purchase and sale of put and call options. These shares may also be transferred free of charge under the conditions specified by law, in particular articles L. 443-1 et seq. of the French Code du Travail.

The number of shares which may be purchased pursuant to the present authorisation cannot exceed 10% of the share capital as of 31 March 2004, i.e a theoretical maximum number of 105,665,757 shares.

We propose that the maximum purchase price of shares be fixed at €5 and that the minimum sale price be fixed at €1.

Authorisation to modify the terms of the fixed term subordinated bonds (“TSDD”) issued on 23 December 2003 to the benefit of the French Republic

Eleventh resolution

We remind you, that the TSDD have a fixed term of 15 years. In order to make the French Republic’s debt enforceable in advance to implement the financing package presented in this report on the resolutions proposed to the Extraordinary Shareholders’ Meeting, the eleventh resolution is asking you to approve the principle of changing the procedures for reimbursing the TSDD to allow this debt to be incorporated in the capital to pay up the subscription to a capital increase which would be subscribed by the French State, and to give all powers to the Board of Directors, with authorisation to delegate, to make the necessary modifications to the procedures for the TSDD in agreement with the French Republic.

Ø	Additional information

Details of shareholdings taken during the fiscal year 2004

In April 2003, we acquired from Spie 100% of the share capital of Innorail, the company which has developed the Bordeaux tramway technology, through our subsidiary ALSTOM Transport SA.

Details of direct or indirect shareholdings sold during the fiscal year 2004

In April 2003, we sold to a subsidiary of Siemens AG our small gas turbines business in April 2003 and our medium-sized gas turbines and industrial steam turbines businesses in August 2003.

In January 2004, we sold our Transmission & Distribution activity to Areva.

In March 2004, we sold 95% of our shareholding in ALSTOM Power Chaudières Industrielles, through ALSTOM Power Centrale, within the framework of a leverage buy out transaction by employees in cooperation with financial partners.

Share capital, increase in the share capital and shareholders

As of 31 March 2004, ALSTOM’s share capital amounts to €1,320,821,965 consisting of 1,056,657,572 shares, nominal value €1.25 per share, which are all of the same class and fully paid.

The evolution of the share capital during the past fiscal year, which amounted to €1,689,963,138 as of 31 March 2003 is tied to the operations mentioned below.

The Ordinary and Extraordinary General Meeting of 2 July 2003 approved a share capital decrease motivated by losses, from €1,689,963,138 to €352,075,653.75 realised by reduction of the nominal value of the actions from €6 to €1.25.

Within the framework of the implementation of the financing agreement with the banks and the Republic of France signed in September 2003, the Chairman and Chief Executive Officer, using the powers delegated to him by the Board of Directors acting pursuant to the authorisation given by the General Meeting of 18 November 2003, decided on 18 November 2003:

n	to increase the share capital by an amount of €299,916,291.25 through the issue of 239,933,033 shares, at an issue price of €1.25 per share which subscription has been reserved to certain financial institutions and completed on 20 November 2003,

n	to allocate, free of charge, to all the Company’s shareholders, warrants giving right to purchase the 239,933,033 shares subscribed by the financial institutions, and

2	Report of the Board of Directors

n	to issue subordinated bonds reimbursable into shares with maintenance of the preferential subscription rights for an amount of €901,313,660.80 which may lead to the issue of a maximum of 643,795,472 new shares (before adjustments). This bonds issue has been completed on 23 December 2003.

As of 31 March 2004, 535,064,016 subordinated bonds reimbursable have been reimbursed in shares representing 83.11% of the issue and resulted in the creation of 535,064,016 new shares.

To our knowledge and based upon the notices received (excluding notifications received from global custodians), the shareholders who as of 31 March 2004 had a direct or indirect shareholding and voting rights which exceeded 0.5% are the following:


	31 March 2004
	Shares	% of share capital and voting rights
Natexis Bleichroeder	19,194,642	1.81	%
Caisse des Dépôts et Consignations	15,516,886	1.46	%
CIC	13,916,815	1.31	%
Deutsche Bank Group	13,634,596	1.29	%
Société Générale Group	11,640,278	1.10	%
Crédit Agricole Group	10,358,905	0.98	%
Employees (1)	4,746,207	0.49	%
Public	967,649,243	91.56	%
Total	1,056,657,572	100	%

(1)

Shares held by employees and former employees of the ALSTOM Group.

Neither the Company nor its controlled subsidiaries hold any of the Company’s shares.

As of 31 March 2004, Company employees and former employees held 4,746,207 shares representing approximately 0.5% of the share capital.

Issuance of bonds

We remind you that the General Meeting held on 24 July 2001 authorised the Board of Directors, for a period of five years from the date thereof, with the power to subdelegate to the Chairman and Chief Executive Officer, to issue, on one or several occasions, in France and/or abroad, bonds or all other financial instruments representing debt for an aggregate principal amount of 2.5 billion euros. This authorisation has not been used up to date.

n	issue of subordinated bonds with a fixed duration for a nominal amount of 200 million euros (“TSDD”), and

n	issue of subordinated bonds for a nominal amount of 300 million euros (“TSDD RA”) with a fixed duration automatically reimbursable into shares of the company if the European Commission approve the reimbursement into shares, under the ratio of one share for each bond.

Other directorships and positions held during fiscal year 2004 by members of the Board of Directors as of 25 May 2004

Patrick Kron

Chairman & Chief Executive Officer