Form 6-K
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
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(Translation of registrant's name into English)
25, avenue Kléber, 75116 Paris, France
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(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
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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
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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
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Indicate by check mark whether the Registrant, by furnishing the information
contained in this Form, is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the Registrant in
connection with Rule 12g3-2(b)
This Report on Form 6-K 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 will 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 in connection with an Ordinary and Extraordinary Shareholders'
Meeting to be held on 30 June 2004 on first call and on 9 July 2004 on second
call
Press release dated June 1, 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 2, 2004 By: /s/ Phillipe Jaffré
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Name: Philippe Jaffré
Title: Chief Financial Officer
(THIS DOCUMENT IS A FREE TRANSLATION OF THE ORIGINAL FRENCH VERSION PUBLISHED
ON 28 MAY 2004
IN THE FRENCH LEGAL NEWSPAPER "BALO", WHICH IS AVAILABLE UPON REQUEST)
SOCIETE ANONYME WITH A SHARE CAPITAL OF €1,320,821,965
HEAD OFFICE: 25, AVENUE KLÉBER - 75116 PARIS
REGISTRATION NUMBER: 389 058 447 PARIS
NOTICE OF MEETING
The shareholders of ALSTOM are convened to participate in the Ordinary and
Extraordinary Shareholder's Meeting which will be held at the head office, 25
avenue Kléber - 75116 Paris, on first notice on Wednesday 30 June 2004 at 9:00
a.m. (Paris time), to deliberate on the following agenda and proposed
resolutions. In the event that the quorum required is not met on that date, the
General Meeting will be held on Friday 9 July 2004 at 2:00 p.m. at the Espace
Grande Arche - 1 Parvis de la Defense - 92050 Paris La Defense.
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| AGENDA OF THE MEETING |
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DELIBERATING AS AN ORDINARY SHAREHOLDERS' MEETING
>> Board of Directors' report.
>> General Auditors' report on the annual accounts for the fiscal year ending on
March 31, 2004.
>> General Auditors' report on the consolidated accounts for the fiscal year
ending on March 31, 2004.
>> Approval of the non-consolidated accounts and operations for the fiscal year
ending on March 31, 2004.
>> Approval of the consolidated accounts and operations for the fiscal year
ending on March 31, 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 December 23, 2003, maturing in 2018, subscribed by the French Republic.
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
August 1, 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 March 23, 1967.
>> Authorisation to implement the decisions by the General Shareholders' Meeting
and complete the formalities.
* *
*
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| TEXT OF THE RESOLUTIONS SUBMITTED |
| TO THE SHAREHOLDERS' MEETING |
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RESOLUTIONS FALLING WITHIN THE POWERS OF AN ORDINARY SHAREHOLDERS' MEETING
FIRST RESOLUTION
APPROVAL OF THE NON-CONSOLIDATED ACCOUNTS AND OPERATIONS FOR THE FISCAL YEAR
ENDING ON MARCH 31, 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 March 31, 2004,
the shareholders approve the accounts for the fiscal year ending on March 31,
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 MARCH 31, 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 March 31, 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 March 31, 2004:
o €55,210,044.48 to the "new issue and contribution premiums" account, which
is then reduced to zero,
o €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 March 31, 2004.
As required by law, the shareholders acknowledge that the dividends distributed
for the previous three fiscal years were as follows:
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| | 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 |
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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 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 2007/08.
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 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 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 May 25, 2004 to transfer ALSTOM's registered offices from 25 avenue
Kléber, 75016 Paris, to 3 avenue André Malraux, 92 300 Levallois-Perret, by
December 31, 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 authorize 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 March 31, 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 ff 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 July 2, 2003,
and shall be valid until the next General Shareholders' Meeting called to
approve the accounts for the fiscal year starting on April 1, 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.
ELEVENTH RESOLUTION
AUTHORISATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO MODIFY THE TERMS OF THE
FIXED TERM SUBORDINATED BONDS ("TSDD") ISSUED ON DECEMBER 23, 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 Extraordinary 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
December 23, 2003, maturing in 2018 (the "TSDD"), upon the modification of the
terms of the TSDDs set forth in this resolution, the shareholders :
1. 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.
2. give full powers to the Board of Directors, with power to sub-delegate, 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.
RESOLUTIONS FALLING WITHIN THE POWERS OF AN EXTRAORDINARY SHAREHOLDERS'
MEETING
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
March 31, 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:
1. note that the accounts for the fiscal year ended on March 31, 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;
2. 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 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 March 31, 2004, amounting to
[€950,991,814.80](1), which then gives a negative "balance carried forward"
of [€338,921,399.76](1);
3. decide to implement this reduction in the share capital by reducing the
nominal value of each share from €1.25 to €0.35;
4. 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 EUROS, OF A SINGLE CLASS AND FULLY PAID UP.
THE SHARE CAPITAL MAY BE INCREASED IN ACCORDANCE WITH THE LAW FROM TIME TO
TIME."
5. give full powers to the Board of Directors to take any necessary measures
following the share capital reduction.
(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 EUROS PRIOR TO CAPITAL
REDUCTION AND 491,886,159.80 EUROS FOLLOWING CAPITAL REDUCTION.
FOURTEENTH RESOLUTION
AUTHORISATION TO THE BOARD OF DIRECTORS TO INCREASE THE COMPANY SHARE CAPITAL BY
A MAXIMUM OF €1.2 BILLION, 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:
1. 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;
2. 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;
3. 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;
4. 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;
5. 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 authorization, 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 Marche 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.
FIFTEENTH RESOLUTION
AUTHORISATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY A
MAXIMUM OF €700 MILLION, 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 EUROS SIGNED ON SEPTEMBER 30, 2003 (PSDD); (ii)
THE MULTICURRENCY REVOLVING CREDIT AGREEMENT OF AUGUST 3, 2001, AND (iii) THE
CREDIT AGREEMENT FOR 200 MILLION EUROS DATED AUGUST 18, 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:
1. 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;
2. 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 September 30, 2003 (PSDD); (ii) the
MULTICURRENCY REVOLVING CREDIT AGREEMENT of August 3, 2001, and (iii) the
€200 million credit agreement of August 18, 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;
3. 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.
4. 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 authorization 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.
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:
1. 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,
resulting in the issue of a maximum of 1,428,571,428 shares with a nominal
value of 0.35 euros 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;
2. 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 euros 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 December 23, 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 September 30, 2003
entered into with the Company;
3. 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;
4. 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 authorization listed on the Premier Marche 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 March 23, 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,
- 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:
1. 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 euros, 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;
2. 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;
3. 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;
4. 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;
5. 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;
6. decide that this authorisation cancels the authorization granted to the Board
of Directors by the eighth resolution approved by the General Shareholders'
Meeting of November 18, 2003.
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:
1. 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;
2. 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;
3. 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;
4. 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;
5. 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;
6. 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;
7. decide that the Board of Directors will have full powers with right to
sub-delegate 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;
8. 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 authorization granted to
the Board of Directors by the Shareholders' Meeting of July 24, 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 AUGUST 1, 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 August 1, 2003. Therefore, the
shareholders decide to amend the following articles, as follows:
o 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."
o 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."
o 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."
o 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."
o 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 MARCH 23, 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 March 23, 1967, as amended by Art. 38-II of the decree of
May 3, 2002. Consequently, they decide to amend the third paragraph of the
second paragraph of Article 15 of the By-laws as follows:
o 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.
***
*
Requests for inclusion of additional resolutions in the Agenda of the meeting by
shareholders fulfilling the requirements of Article 128 of the decree of 23
March 1967, must, in accordance with the law, be sent to the Company
headquarters, by recorded mail within 10 days from the date of this publication.
*(SEE BELOW)
Every shareholder, irrespective of the number of shares held, has the right to
attend the shareholders' meeting. A shareholder can be represented at the
meeting either by his/her spouse or another shareholder.
In order to attend the shareholders' meeting, to vote by mail or by proxy,
holders of registered shares must be registered in the Company's register at
least one day prior to the date of the meeting. Such shareholders are not
required to fulfil any formalities and will be admitted to the meeting upon
proof of their identity. Voting forms will be sent to all owners of registered
shares.
Holders of bearer shares must obtain, at least one day prior to the meeting, a
bearer share blocking certificate from the authorised financial intermediary
with whom his/her shares are deposited, indicating that the shares are blocked
until completion of the meeting.
In addition, such holders of bearer shares may request a voting form from this
financial intermediary from the financial institution mentioned hereunder (BNP
Paribas) in order to vote by mail or by proxy.
The bearer share blocking certificate and the voting form should be sent to BNP
PARIBAS Securities Services - GIS Emetteurs, les Collines de l'Arche, 92057 La
Défense Cedex.
Votes by mail will only be valid if the correctly completed voting forms are
received by the above-mentioned bank or by the Company, at least three days
prior to the date of the meeting.
In this Annual General meeting, shareholders voting by means of electronic
telecommunication has not been implemented and no specific site (as provided for
in article 119 of the French Decree nº 67-236) will be created for this purpose.
The Board of Directors.
* NOTE (FOR INFORMATION OF NON-FRENCH SHAREHOLDERS):
One or several shareholders holding shares representing at least €6,529,383,575
of the Company's share capital as provided by article 128 of the decree of 23
March 1967 as amended, or a duly qualified association of shareholders
fulfilling the conditions set forth by article L. 225-120 of the CODE DE
COMMERCE may propose additional resolutions to be voted on at the meeting. Proof
of possession or representation of shareholdings in this amount in respect of
registered shares is made by reference to the Company's share register or, in
respect of bearer shares, by deposit of blocking certificates obtained from the
authorised financial intermediary at the address notified above.
The text of the proposed resolution and a brief explanation of the motive for
such proposal must accompany all proposals for additional resolutions. If the
resolution is related to the proposal of a candidate for the Board of Directors,
such proposal must, in accordance with the law, include:
o surname, Christian names and age of the candidate
o references and professional experience during the last five years as well
as positions held in other companies
o positions held in the Company
o number of shares held in the Company, in registered and bearer forms.
* *
*
1 June 2004
PRESS RELEASE
ALSTOM's core banks have committed to underwrite €1 billion of the capital
increase with preferential subscription rights which will be submitted for
shareholders at the Group's Ordinary and Extraordinary Annual General Meeting to
be held on 9 July 2004.
ALSTOM has also launched the syndication of a bonding facility for a maximum of
€8 billion which should cover the Group's commercial needs for the next 24
months. ALSTOM's core banks have already confirmed that they will provide €6.6
billion of this new facility, corresponding to approximately 18 months of new
bonding.
Press relations: S. Gagneraud / G. Tourvieille
(Tél. +33 1 47 55 25 87)
internet.press@chq.alstom.com
Investor relations: E. Chatelain
(Tél. +33 1 47 55 25 33)
Investor.relations@chq.alstom.com