Alstom SA (ALO) Earnings Call Transcript & Summary

July 28, 2021

Euronext Paris FR Industrials Machinery shareholder_meeting 120 min

Earnings Call Speaker Segments

Henri Poupart-Lafarge

executive
#1

Good afternoon, ladies and gentlemen. I hereby declare the combined ordinary and extraordinary general meeting of shareholders open. First, I would like to thank the shareholders who are here with us in spite of the health crisis and the late venue of this general meeting. And I would like to thank the shareholders who were kind enough to log on to attend the meeting remotely and hope that they can hear me well. I'm joined by Mrs. Emmanuelle Petrovic, General Counsel; and Laurent Martinez, CFO. I would like to welcome as well the members of our Board of Directors. In accordance with the law, I am now responsible for setting up the committee. I call -- to act as scrutineers, I call on Mrs. Kim Thomassin, the representative of the Caisse de dépôt et placement du Québec, our major shareholder, holding 64,893,536 shares; and [indiscernible] representing Amundi, holding 9,633,158 shares. Both members representing the largest number of votes and having accepted this position, they are with us, and thank you. I propose with the agreement of the scrutineers to appoint Emmanuelle Petrovic as the Secretary to the Board of the General Meeting. Also participating in our meeting, the statutory auditors of our company, Jean-Luc Barlet representing the firm, Mazars, and Edouard Cartier representing the firm PricewaterhouseCoopers Audit. The floor is to Emmanuelle Petrovic.

Emmanuelle Petrovic

executive
#2

Thank you, Chairman. The agenda and the resolution submitted to the vote of this combined general meeting appear in the brochure and the addendum online and on the website sent to the shareholders. These agenda and resolutions also -- are also included in the notice of meeting published in the ballots of the 9th of July '21. The reports of the Board of Directors and the resolutions are included. And in order not to extend the duration, I would not read them out. The reports of the statutory auditors were also made available. In the folder on the desk, you have the documents required by law and which should be listed in the minutes of this meeting. All those documents were made available to the shareholders at the company's registered office. This being said, the meeting will take place as follows: Our Chairman will present the highlights of the financial year 2021 and the strategy. Laurent Martinez will comment on the financial statements of the group for the financial year. And then the Chairman of our committees, Yann Delabrière, Independent Lead Director, will present work of the Committee of Appointments and Compensation as well as the compensation items of Henri Poupart-Lafarge for the past financial year and the compensation policy of the corporate officers. Mrs. Sylvie Rucar will present the work of the Audit Committee. And Mrs. Sylvie Kandé de Beaupuy will present the work of the Committee of Ethics and Compliance. Frank Mastiaux will present the work of the Integration Committee. And then the statutory auditors will present their reports. Further to those presentations, a Q&A session will take place. In order to maintain and favor this dialogue within the current crisis context, a text box has been opened since the beginning of the meeting on the website. And therefore, the shareholders who are attending remotely may ask written questions. And we may answer those questions based on the representative sections of the topics raised, priority, however, being given to the questions put directly by the shareholders in the room. And then the votes -- the presentation, the vote on the resolutions. As usual, an electronic voting system would be used. So when you enter the room, you were handed a voting device. Please keep it ready and please do not forget to give it back to the hostesses when leaving the room. The attendance sheet is being checked. We welcome the shareholders right up to 2:30 on the registration date of the shares to which at least one voting right is adjudged. The share capital of your company is composed of 371,942,277 shares with a par value of each -- EUR 7 each. So 70% of shares with voting rights. The quorum for this general meeting, which is held on the first notice, is 20% for the ordinary part and 25% for the extraordinary part. The quorum of 25% is therefore already reached and this meeting can validly deliberate. I'm going to hand over to the Chairman.

Henri Poupart-Lafarge

executive
#3

Thank you. Thank you very much, Emmanuelle. Let's move on and start the general presentation now. So let's look back at 2020 and 2021. I will, of course, talk about the Bombardier integration strategy. 2020 and 2021 has been a robust year in a difficult context with COVID-19, with major health challenges for all stakeholders and employees. We completed the Bombardier acquisition. So it has been a very busy year. Let's take a quick look at the numbers. As you can see, these numbers include 2 -- only 2 months of Bombardier. But all in all, we have a good year in terms of orders and the book-to-bill has increased throughout the year. It's above 1, which means that we've had more new orders versus actual sales. 8 -- at EUR 8.1 billion, very good performance even if the first half of the year was interrupted by the health crisis and a number of stoppages. Operating income has improved. We've reached our objective. The objective was 8% for Alstom. The total margin has been diluted, of course, by the impact of Bombardier. Bombardier's margin is lower than Alstom's. We'll come back to this later, but the average is 7.3%, which is a very good margin, but 8% and 2.5% for Alstom. So this had an impact on net income, which includes operating and non -- operational and nonoperational items, efficacy items as well as the acquisition of Bombardier. The backlog at the end of March 2021 includes Bombardier's backlog, EUR 74.5 billion, which is a record figure. It includes Alstom's traditional orders and, of course, the Bombardier portfolio as well. So let's take a quick look at some of last year's order. You may remember that last year was difficult. Some projects were postponed by our customers, not because they wanted to cancel their projects or because they were questioning them, but simply because they were extremely busy managing the health crisis and they could not practically order. But we knew things were going to accelerate. Once customers started to exit the crisis, they were able to start executing their investment strategy. This is what happened the first -- in the first -- last months of 2020 and the beginning -- the first months of 2021. We've seen continued positive momentum with over EUR 6 billion in orders. Looking back at some of the important orders, starting with the U.S. We have 200 multilevel commuter trains for Chicago. Spain with Renfe, a very large order in Germany. Germany is a very buoyant market, closer to home. In Toulouse, the metro system for the city of Toulouse and a somewhat similar system in Taipei, Taiwan as well, and India, also very dynamic. So orders everywhere, in Asia, in Europe, in the Americas as well. So we're really benefiting from a very buoyant market across the board. So a lot of innovations as well in 2020. I've said this time and again. We're not in an industry which is commoditizing. As a matter of fact, it's quite the opposite. We are in an industry which calls for innovation to make railway transport greener, more efficient, cheaper, more attractive for passengers. And I think last year was by far the year of hydrogen. Alstom launched hydrogen train back in 2014 and '15. We had the first prototypes in 2018 in Germany. But only last year, did we see all European countries and all European operators finally recognize that hydrogen was the -- or 1 of the key solutions with the end of diesel. So we launched prototypes in Germany but also in other European countries, Italy, Austria, France. There's Poland also where we've been testing, the U.K. as well. We're working on train renovations there to switch to hydrogen. So being part of this transition is really important. The old generation trains are going to be phased out, and we very much want to be a pioneer. So we're talking about greener technologies. And of course, we talk about digital. In 2020 and 2021, we're seeing an acceleration of autonomous trains. They've been around for a long time, and they've benefited from -- it is much easier to have an automated metro, which always runs on the same tracks in a fully secure and closed environment. When we talk about an autonomous train, it's in an open environment, which calls for a much more technology because these trains have to know how to detect signaling obstacles, understand, interpret signaling and -- which is normally done by the drivers. So we had a test in Germany in regional trains with ATO. ATO is automatic train operating. The purpose is not necessarily to save money and not pay the wages of a driver. But automatic train driving makes operations much safer. It optimizes the acceleration, the deceleration of the train based on traffic, based on the time left to reach the final destination. So you can up -- you can improve or save up to 10% to 15% of energy. In France, we've introduced a program with SNCF on freight trains that are also autonomous. So we're using artificial intelligence, for example, to recognize different components along the tracks. Let's come back to the operating -- operational performance. As I said, Alstom improved its performance. We had a strategic plan called Alstom in Motion. And the objective was a margin of 9% in the coming years. So we were well on track to reach that margin. And this year, we would have reached the 8% figure because we've improved our projects. We've improved margins. There have been cost savings, structural cost savings, and there is the good performance of our Chinese subsidiary, CASCO, as well. So much for the past, 2020. And 2021, a very busy and intense year for all Alstom employees. Now let's look forward, 2021, 2022 and all the way through 2025. In July, we launched a new strategy, Alstom in Motion 2025. And the purpose is to create -- to become a new leader in the transport business by 2025. So why do we have this ambition? Well, first of all, because we have a very solid position. As we are speaking, we are the biggest Western manufacturer of railway equipment, a bit smaller than our Chinese competitor, but substantially larger than other Western companies. So what's important is not so much size or global size. What is important first and foremost is that we have become a truly global company. We're present everywhere. We have a very solid footprint globally in terms of execution, production, management of projects, engineering. We're present in all continents. And that is making Alstom a unique company compared to its peers. Our business profile is very balanced, rolling stock, signaling, systems and services, services being really important for the company. We have customers with over 1,000 customers. We do not -- we're not dependent on a single or a few big companies. We also work with nearly 300 cities -- large cities around the world and a huge backlog, which is at an all-time high. And that gives us a lot of visibility once again going forward. So let's now take a look at our priorities. We have -- there is, of course, the strategy, Alstom in Motion 2025. This is going to be guiding us forward for the next 4 years. I'm going to come back to the different pillars that compose this strategy. But in the meantime, we have a more short-term priority, which is, of course, to integrate Bombardier. Bombardier is a transformative acquisition, and we will have to work hard to transform Bombardier and generate as many synergies as possible for our customers, for our employees and for you. Now let's take a bit of a helicopter view and look at the overall context -- market context of this acquisition. It is a very favorable context market-wise. So this could be a bit surprising to you. The world is -- has been impacted by a major economic crisis. But all governments, all authorities have decided to accelerate the mobility transition for more green mobility. And all governments today are investing in this. Here are some interesting and very impressive figures in Europe, in the U.S., Canada, India as well, worldwide. Huge amounts of money are being invested in this green transition. So of course, COVID-19 is impacting us every day, everywhere. But the climate -- so is the climate crisis. And it will be with us for years and years to come. So huge efforts will have to be made to deal with this climate crisis. And the train is one of the solutions to better manage climate change. Then there are more secular changes with urbanization. Urbanization is continuing everywhere around the globe, and this calls for investments again. As you all know, Paris, massive investments are being made in the Greater Paris area and the Grand Prairie. And this will continue and the same thing is happening in big countries, emerging countries like China and India. In those countries, there is a lot going on in urban investments and urban developments. So let's take a quick look at our strengths and assets. Well, first of all, we have a strong solutions portfolio. As I said before, Alstom has a very strong geographical footprint, but we also have a very strong technological footprint. Today, customers want solutions that meet their specific expectations, that fit in their infrastructure and that meet all their requirements. To do so, we need to offer a very large portfolio of solutions that we can combine. And that way, we can offer either off-the-shelf or standard equipment, but we also want to provide equipment that can be tailored to meet the specific requirements of customers. So this is true for all railway, all rolling stock, metros, light metros, people movers, shuttles, high-speed trains. Of course, the same thing is true for services and the operations part, which is coming from Bombardier, signaling, urban signaling, long-distance signaling with all kinds of technologies. We have different platforms that are very well known regional platforms, for example, urban platforms, the Metro Coradia, Innovia, the TRAXX locomotive coming from Bombardier. So these are very well-known platforms, very well-established platforms, but we can combine them to develop products that are completely dedicated or tailored to specific needs and requirements. So we have produced, with these technologies, high-performance trains. And the purpose is, of course, not only to be more efficient cost-wise, but it is also to offer simply the best performing trains in terms of energy consumption, in terms of weight, in terms of noise, in terms of recyclability, environmental performance and footprint. So our portfolio of products there again enables us to seek the very best performance. As a company, we -- more than ever we have to be agile. We have to combine the technology portfolio with a portfolio of -- with a footprint in different geographies. More and more countries are asking for localization. And this is very much embedded in our strategy, whether in India, it's made in India. The same thing exists in the U.S., Mexico, for example. All countries are asking for localized products, Australia. This is what we could call a heavy trend. And thanks to our strong footprint we have engineering centers and plants in different countries. We have technologies available in all these countries. And this allows us to develop the best in breed for our customers and produce the -- all the products where customers want us to produce them, generally on site locally. So this is illustrated on this slide. This is our global footprint. It shows our rolling stock. We have rolling stock sites on all continents. We're present in over 70 countries, and this is really important for train production, but it is also important for maintenance. When you sell a train, trains can be used for 30, 40, 50 years. Customers, of course, expect us to be there to provide maintenance for that duration, upgrade trains, retrofit trains as they go. So having this solid geographic footprint is absolutely essential. They know they have experts on their side. We call this customer intimacy, and this is going to play an essential role of our -- in our future success. We combine technology and a local presence. Product lines, the ambitions are all different. Even if they fit into our overall ambition for the rolling stock, there is a major challenge. In terms of execution, it's a complex long-term project. Yes, we want to grow, continue growing and is very important in the rolling stock that we make sure that we commit to our engagement and that we deliver the trains as promised. For signaling it's more of a software platform. Here, we have to grow rapidly. We may have economies of scale. Thanks to Bombardier, we will benefit from it as well in order to be able to sell those software platform worldwide. Services. This is a core business for strategies, maintenance, regular business, be it in terms of workload because in a maintenance contract over 15 or 30 years, well, it's good addition to the rolling stock. Without rolling stock it is not possible, but at the same time, the rolling stock has more volatile activity, showing risk of execution. And therefore, we need to have a balance between both activities. That's very important. Innovation, a few words. Thanks to Bombardier acquisitions, we doubled the figures, the investments for the innovation. We'll have over 9,500 patents, over 7,000 specialized engineers in the digital world. We want to streamline this portfolio, if Bombardier and Alstom were to develop the same type of solutions. Now we are going to develop only 1 solution. This way, we'll have some leeway to be able to reinvest in new solutions and to speed up the development. This is a very strong message, of course. Innovation is at the core of our market today, innovation because of the sustainability requirements are very high. I'm not going to come back to our hydrogen train, but we need to have savings as well. Battery is part of this. And in the durability, we are talking of materials and the digital systems as well. That's the second point, enabling us to optimize the infrastructures. The construction of infrastructures is costly, takes some while. And the goal for the operators is to optimize the existing infrastructures. And in order to do so, we can combine more performing digital systems and more efficient rolling stock. Paris-Lyon, 13 trains an hour. We are going to move on to 16 trains per hour, thanks to the digitization of the segment. And thanks to the TGV of the future, we're going to increase the capacity of each train by 20%, 25%. So altogether, we'll increase by 40%, 45% the capacity of Paris-Lyon without impacting the infrastructure. So that's the goal, the combination of sustainable efficiency and digital technology. The idea is not to impose upon people the idea of taking the train, but no, on the contrary, they should be attracted. And therefore, we need to improve the experience of the passengers, have reliable and inclusive passengers. We want to make sure that everyone can take the train. So we think a lot with the operators to make sure that everyone can feel at ease onboard train. It's 1 topic which is important in the innovation field, and we can admit that the modern trains are more connected than the previous ones. As far as the transformation is concerned. We've been talking about products and innovations. But internally, there is a huge work to be done. First, we need to digitize the company. A lot of work has been done within Alstom [indiscernible] in the last few years, we have to benefit from this work and deploy it in the factories and in the centers of Bombardier. We have to speed up the automation, digitization related to our processes, but we also have to make them automated. It took us some time to have our processes automatic. You can imagine that a train, of course, is not small. You cannot just handle the train as if you were handling a car with a robot. So we need to imagine very specific robots for our trains. And in the last manufacturing line of the TGV future, you have a number of robots speeding up the process, and it has to be designed in a very specific way for the railway sector. The execution of projects, I said it's key, management, the rigor, customers, really at the sense of our priorities, the best supervision, control practices. That's our daily bread, our daily work. That's our core expertise, how can we execute our projects well. And we have to leverage our footprint, I said, to serve our customers, of course, but also to optimize the production centers when we have a choice, when it's not imposed upon us by specific regulation. We have to be agile and decide which is the best site to produce such and such functions, specialize the sites, especially for the components. The DNA of Alstom is durability. It's greener world. This is very important for us. And that's more and more the colleagues joining us, they join us because they have this ambition of sustainability. They want to take part in this green movement in the implementation of a more sustainable world. First, the decarbonation of mobility, the reduction of energy, of course, in our solutions, a very clear objective, 25% it is. The eco design for the sustainability and durability of components we withdraw lead and chemical substances, which are hazardous. Decarbonation of transport itself. And within our company, we want to be an engaged employer for the safety of our employees, the diversity or our employees. We are now certified top employer in a number of countries in the world. We are also working at our communities. Transport is an integral part of the daily life of millions of people throughout the world, and we reach our sites to work at improving the daily life of communities surrounding the sites. We have a foundation. We work on it. We fit into the local fabric. And of course, we take onboard our suppliers with us along this line. An update on the Bombardier Transportation integration. As you can imagine, it's a very important topic. The acquisition took place on the 1st of February. We are working hard with both companies. We integrated both organizations. There is a single organization now. The organization is working. The employees are satisfied with this new organization. They are satisfied with their integration. They feel positive and are ambitious for the new group. We've got a road map and we set up the basic processes in order to work correctly. And by the way, it was shown on the first quarter with a major order taking. I was in Germany yesterday and customers gave a positive feedback on this integration. It's -- there's always a risk in this type of integration to be focused within the company, not customer focus, but I can tell you that we had a positive feedback from the customers. So it goes along the right line, and we try to keep repeating that we should not -- we should never, never forget the customers and we have the proof of that, that we have a positive feedback. So somehow, there would be 3 steps in this integration. The first step -- the step on which we focus completely is the stabilization of Bombardier's portfolio. We knew when acquiring Bombardier, Bombardier is facing difficulties or faced difficulties -- operating difficulties. On the first day, we wanted to stabilize those projects, and I'm very sensitive to the feedback of customers. It's important for us to restore trust-based relationship. Alstom has a good relationship with most customers throughout the world. And now Bombardier portfolio should have the same good relationship. That's the priority. Second priority, which is in parallel, of course, it's not sequential priorities but in parallel. We are working at having just 1 group. What I'm saying is meaningful only if we can combine our technologies and our sites within Alstom and Bombardier. And we have to speak this single voice and have the same tools, and we should no longer be able to distinguish within some what comes from Bombardier and who comes from Alstom. Well, this part is progressing very well, more rapidly than what I would have thought. There is a real determination to deploy tools worldwide, trends start being developed with mixed teams. And when we work on tenders, we've seen in the trend, in the proposals we submit to customers, we combine the technological items from 1 group and other items from the other group. And that's very essentially to see that our technical and process experts succeeded in communicating together between both companies in order to offer something better than if we would have offered that on our own. And thirdly, we will have a company working -- which will work perfectly and will benefit from the full potential of this group and the leadership. It's here. Not a matter of knowing whether we are going to rationalize industrial footprint, but we'll focus on innovation, how it will be possible to convert the railway transport in offering regular innovations and being always ahead of time. It will take some time, 4, 5 years. We communicated on EUR 400 million synergies. We confirm this figure, and it takes a while. Of course, it's 4 years. That's a rather long because we work on mid- and long-term projects. It requires a lot of work, a lot of efforts, but the market, which is buoyant and the potential, which is here, are very, very attractive. And we are going to do this and construct this together. Altogether to conclude. So market dynamics, momentum, which is unique and confirmed every day. It is unprecedented. The climatic challenge is such that -- we can see that every week. You know the problems and the disasters caused by this climate global warming. So the governments are more and more aware of this problem. And therefore, the market is buoyant, and we have a responsibility because we are leaders in this field. Our positioning is unique. We have a very good positioning, be it in technologies and in the geographic coverage. And that's where we have our strengths. And we should be able to offer a customer in Thailand things which have been developed for Brazil. So countries progress at different pace. Germany is progressing more quickly on hydrogen. And a few years later, we offer France and Italy and Great Britain the products. Thanks to this geographic coverage that we can be close to the latest innovations and countries do not have necessarily the same concerns at the same time, but we can benefit from that. Innovation, of course, this is key. I said it. Let me repeat it. It would be meaningless if we didn't want to innovate and offer better solutions. A lot of work, of course. That was Item 4. A lot of work, teams -- very enthusiastic teams, engaged teams, very ambitious teams, a lot of integration work being done, and we do this work with a lot of positive impacts. We have financial objectives, of course, 5% growth. So multiplied by 2 compared to the market growth, cash flow above 80%. So to come back to conclude, your stock performance over the last year. It was satisfactory over the year -- over the full year almost. You know that during the Capital Market Day, as we announced our plan in July, the stock price declined. It was due to the efforts we have to make to incorporate, integrate Bombardier. It's a lot of efforts. We knew that. There is no surprise. The full confidence in the value creation resulting from this integration is going to take some time. That's why the stock price declined in July. For our shareholders, well, it was completely renewed in the last few years. You see that the structure is stable. We enter into this new cycle with Caisse de dépôt et placement du Québec, as our major shareholder, 17.5% and the institutional shareholders, 79%. In a few words, -- that's what I wanted to say. I'm going to give the floor to Laurent Martinez, who is going to give us some details.

Laurent Martinez

executive
#4

So good afternoon to you all. Thank you, Henri. Let me start by reviewing our income statement of the financial year 2021 for the group. As Henri said, this fiscal year included 2 months of contribution from Bombardier Transportation. This year, we achieved sales of EUR 8.8 billion, down organically by 4% compared to last year. The adjusted operating profit achieved EUR 645 million, 7.3% of adjusted operating margin compared to the 7.7% of last year with, as indicated previously, a combination of an improvement of Alstom's profitability on its legacy scope to 8% and the contribution from 2 months of Bombardier Transportation to 2.7%. Going below we had -- below the adjusted operating profit, we had limited restructuring charges EUR 14 million. We recorded EUR 117 million transaction costs related to the acquisition of Bombardier Transportation and EUR 84 million amortization of the purchase price allocation, mainly related to the acquisition of Bombardier Transportation. Additional costs related to COVID-19 for the first half year of 2021, EUR 68 million, and a mechanical effect, the reversal to the usual mechanism of reversing the equity contribution of our Chinese joint ventures, EUR 50 million. So the operating income is the one you see here. And beyond our operating results, which EUR 300 million below operating income. Our effective tax rate was 27%, EUR 68 million lower than in the previous years and EUR 83 million, slightly lower than the EUR 102 million reported in the fiscal -- previous fiscal year due to a lower contribution from TMH. And then the adjusted net profit from continuing operations, EUR 301 million. After excluding after-tax, ADS of EUR 61 million. Let's take a closer look at the liquidity position. It's EUR 4.5 billion at the end of March, strengthened by the setting up of renewable or new revolving credit facilities. Our balance sheet remains solid. And the capital increased in the autumn, about EUR 2 billion, was successful, and we successfully completed a senior bond issue of EUR 750 million in January 2021. And recently, in July, another bond issue -- senior bond issue in 2 tranches of a total amount of EUR 1.2 billion with a maturity of 6 years and 9 years. Moody's has confirmed Alstom's Baa2 long-term rating with an outlook, which has been raised from stable to negative. Last point I wanted to address this afternoon is dividend. The Board of Directors proposes a dividend of EUR 0.25 per share, which is a dividend payout ratio of 31%. And the shareholders will have the choice between payment in cash or in new shares. So much so for my presentation. Thank you for your attention, and I'm going to give the floor to Yann Delabrière, our Lead Independent Director.

Yann Delabrière

executive
#5

Thank you, Laurent. Ladies and gentlemen, dear shareholders, I am delighted to speak about the Nominations and Remuneration Committee report. I would like to start off by giving you a quick reminder of the prerogatives of the committee. There have been no changes. The committee is responsible for making recommendations proposals to the Board regarding the governance of the company, how the Board operates, how managing teams operate, succession planning as well as remuneration of the Board, the members of the Board, Henri Poupart-Lafarge. We supervise the remuneration of the entire management team as well as employee shareholding plans. Let's take a look at the activity of the NRC. We've held 5 meetings in total, with all members of the committee attending all meetings. As you know, all the members are independent committee members. We covered all the topics, which I have just described, which fall within its remit regarding governance, the composition of the Board. We've reviewed all executives -- executive action plans. We have worked on the company's governance. We have regular meetings as the independent -- Lead Independent Director with all shareholders, including institutional shareholders as well as regulatory changes with the -- that have really changed with the health crisis. So I'm going to detail the governance-related topics, and I'm going to be even more specific on remuneration. As you know, remuneration is -- questions are going to be submitted to your vote today and the company's and Mr. Poupart-Lafarge's remuneration as well as the remuneration of all the other directors. And their remuneration ratios will be in Resolution #11 as well as the remuneration reviews for the past year. And last but not least, we will talk about shareholding -- employee shareholding. We will talk about the long-term shareholding plan, the recurring one, which we've had every year so far. As well as the specific Bombardier integration plan, which was approved during the general assembly in October 2020 and later deployed. So let's go in a bit more detail. As far as governance is concerned, as you know, and as Henri Poupart-Lafarge said, the composition of the Board of Directors changed significantly over the past year with the arrival of CDPQ, Caisse de dépôt et placement du Québec. As you know, CDPQ has asked to have 2 new members -- Board members. Their mandate was approved during the general assembly of October 2015, Ms. Thomassin and Godin. We have, of course, reviewed their profiles before submitting them to your vote. And we've later conducted their integration. Another important change in the Board, again, this followed your vote in July 2020 regarding the modification of our statutes. 2 employee representatives were elected. And we've also worked on their integration, which we felt was particularly important. They went through an induction program in terms of governance and leadership. The leaders -- the new leadership team is, of course, very important and has kept the NRC very busy. We've monitored this very closely with Mr. Poupart-Lafarge. I would like to come back now to remuneration -- to the remuneration. As you know, remuneration is submitted to your vote. Please allow me to detail the remuneration. First of all, starting with the remuneration policy of the Chairman and CEO. In -- we are asking for or submitting 3 changes to your vote. In October 2020, you approved the suppression of the exceptional -- the integration of Bombardier, sorry, in the compensation and remuneration of Henri. So this component -- this exceptional item is no longer applicable today since this item has now been completed. So we are removing this exceptional component from our policy. As far as Henri's fixed remuneration in Resolution 9, we would like to increase it from EUR 850,000 to EUR 950,000. The committee has submitted this change to the Board. Of course, it is based on the significant change of the scope, the size of the company. The size was doubled. And we have, of course, done a benchmark with other industrial -- French industrial companies that have a similar size and with a long-term vision in mind. As you know, we make very few annual adjustments. We only make periodical reviews, which are then kept for a significant number of years. And last but not least, we have a technical modification that we would like to make. Normally performance shares are allocated at the end of the fiscal year, which means normally in March. But with the very recent integration of Bombardier, this has not been possible for the fiscal year 2020, 2021, as you will see in a moment. And the new practice or new system that we would like to adopt for Henri as well as for the other directors and executives who would like to allocate these shares at the beginning of the next fiscal year. So this would typically be in May or in July. As far as the remuneration policy of the members of the Board of Directors is concerned, no major changes, except for a drafting adjustment. We had 3 committees, which were receiving remuneration. As Henri said, we have created a fourth committee, which is going to supervise the integration of BT. And we have, therefore, decided to remunerate this committee with the same terms and conditions as the other committees for which the terms and conditions remain unchanged. So much for the highlights of these changes. Let's look at the detailed draft, Resolution 9, which has to do with the remuneration policy of the executive corporate officers. It is presented here in detail. And as you can see, there are only 3 changes. The ones I just indicated, the amount, the exceptional item, which is being removed since it has been completed. And on the following page, please, the other elements which remain unchanged. The calendar change has nothing to do with the actual remuneration policy for this year. So moving on to the remuneration policy of the Board members. All numbers remain unchanged. The numbers remain unchanged as well as the different -- the breakdown for each of the members. And as I said before, we now have a new committee, which covers all committees, including the -- so this applies to all committees, including the BT Integration Committee. The following resolution is Resolution #11. This one is somewhat technical. It has been introduced with a new ordinance of November 2019. It is Europe -- it's coming from European directive. And it is very much in line with what I just described before. And it actually adds the equity ratio -- so-called equity ratio, which compares the remuneration of the CEO to the average remuneration of employees, and we've decided to take as a reference the employees of Alstom France. Pre BT, before the integration of BT, we didn't have the time to integrate BT in this ratio. And those equity ratios are presented to you in Resolution 11. Moving on to Resolution #12 now. This will be the last one I will share with you. This one has to do with the remuneration of Henri Poupart-Lafarge in respect to fiscal year 2020, 2021. It will be submitted to your vote. The fixed annual remuneration -- its reference amount is EUR 850,000, which was unchanged. But upon proposal of Henri, the Board of Directors back in May 2020 reduced his remuneration by 25% for Q1 2020, 2021. The members -- the executive members also accepted to reduce their remuneration in a voluntary way and similar way. So this reduction yields this new number, EUR 796,883. As far as the variable remuneration, all the details are provided in the reference document, which has been shared with you. I am quickly going to summarize the details of the variable remuneration. As you know, the variable remuneration criteria is divided into 2 categories. We have global performance, first of all. Global performance means the operational and financial results of the company as well as environmental performance and CSR, corporate social responsibility. So these performance criteria represent 60% of the variable remuneration. The targets -- only 47% were reached simply because in spite -- even if the results of the company were good, they were impacted versus our budget, which was our reference simply because of the COVID-19 crisis. And this explains the -- why Mr. Lafarge is receiving 47% for a target at 60%. Individual objectives involves more personal items, the implementation of the company's strategy, the acquisition of Bombardier, for example, as well as the commercial strategy of the company, of course, the operational results of the company. And last but not least the management of teams and the overall -- and the quality of the overall management of the company. The committee has asked the Board of Directors, which accepted, and we're submitting to your vote today, 46.6% for a target at 40%. So this is a clear sign that -- how the Board of Directors is perceiving the performance of the company's management. So total variable remuneration is EUR 795,600. Benefits in kind are limited. They remain unchanged. On the following page, we have performance shares. As said earlier, there have been no performance shares this year, simply because all performance share plans were postponed following the meeting of July 2020. So no performance share allocation or attribution whatsoever in 2020, 2021. Last but not least, the noncompete undertaking, no changing -- or no changes there and no payments. And as you know, we have also suppressed all significant supplemental pension scheme items a few years ago. Henri is only receiving or benefiting from the specific provisions of Article 83, which is the same as the pension or scheme provided to all other white collars. So these are the different resolutions we're submitting to your votes. And with that, I believe I'm done. Back to our Chairman or Mr. Sylvie Rucar. Henri, up to you.

Henri Poupart-Lafarge

executive
#6

Well, before giving the floor to Mrs. Sylvie Rucar, I would like to remind you that for those of you who are listening to us from far at a -- from a distance, please feel free to answer questions. We're happy to take your questions. Over now to Mrs. Sylvie Rucar on the Audit Committee.

Sylvie Rucar

executive
#7

Ladies and gentlemen, shareholders, President, it's an honor for me to chair the Audit Committee of our company. I've been doing so for 3 years. On the 30th of July 2018, that was my first day. We have 3 members. So 2 of them are independent according to the AFEP-MEDEF code. One of the 3 members representing the major shareholder, the Caisse de Dépôt et Placement du Québec. Our role set by the internal ruling is to assist the Board of Directors with overseeing issues relating to the preparation and control of financial and accounting information. We see to the quality of the published financial information and the processes of risk controls. We had 4 meetings with almost 92% attendance. You will have the detailed activity report of the Audit Committee on Page 210 of the universal registration document of the fiscal year. The financial manager, the control management, the accounting managers, and they are all invited to the Audit Committee systematically and other managers on the [indiscernible] basis according to the topics addressed and especially the General Counsel, participating into the Audit Committee regularly. The statutory auditors present at each meeting. I meet them each month to make sure that they are independent and see to the relevance of our exchanges. Here for this financial year, the salient point of our activity were as follows. The committee examined the statutory accounts on the 31st of March and the half year accounts. And based on the work done by general management and the statutory auditors, the committee see to the relevance. With the integration of Bombardier Transport, we specifically reviewed the key steps of the process and especially the setting up of the opening balance sheet and the allocation of the acquisition price. The committee reviewed the budget of the year '21/'22, and the financial aspect of the strategic plan over 4 years right up to 2025. Like each year, the audit committee reviewed the main risk of the group and assessed the management procedures of this risk. Two of the 10 main risk, the IT risk and the contract management risk, were reviewed in depth, highlighting the risk mitigation mechanisms put into place by the group. The deployment plan of the enterprise risk management was presented as well. The internal audit manager presented the different reports of activity on the half year and full year basis. The program deployed during the year and the corrective actions coming from the achieved audits and the committee reviewed an internal controlled procedures within the group. And the assessment done by the company through the assessment or appraisal forms -- annual [ forms ]. There's -- we took into -- the results of the action plans were presented to us, and we made sure that they were in line with the objectives. The committee examined the fees paid to the statutory auditors, made sure that they are independent. And that their work fits into the directives set by the company. We reviewed the renewal terms and conditions of the statutory auditors. And the mandate to expire at the end of this general meeting. We reported to the Board of Directors. We focused on the essential points, and we submitted proposals for improvements. This is it. Shareholders and President, thank you for your attention.

Henri Poupart-Lafarge

executive
#8

Sylvie Kandé de Beaupuy, Chairwoman of the Ethics and Compliance Committee.

Sylvie de Beaupuy

executive
#9

Ladies and gentlemen, shareholders, President, it's an honor for me to chair these Ethics and Compliance Committee. We have been doing so since 2017. We have 3 members, independent directors according to the AFEP-MEDEF code. So the missions of the committee were modified in July 2020, further to Board of Directors meeting. Based on the results of the assessment, they wanted to strengthen the visibility of ethics and compliance topics and sustainable development as well, environmental topics, too. Therefore, those topics were put on the agenda of the Board of Directors twice a year. And the scope of my committee was launched. And we concentrate on ethics and compliance and the management of human rights as well. And so the committee was renamed Ethics and Compliance Committee. Our role, as described in the internal ruling as implemented and modified in July 2020 to take note of this new scope is to review and make recommendation to the Board of Directors on those topics. We -- the committee as part of its currency missions has a lot of duties. First, the committee reviews the definition of the core values of the group and its ethic and compliance policy. It reviews the organization of the ethics and compliance function, which fits into the legal management. It reviews the code of ethics and the rules and procedures put into place. Receives, on an annual basis, a presentation of the risk map concerning ethics and compliance. And of course, it is informed of some shortages and problems in that field and review the action plans put into place. We look at the integrity program of Alstom and the code of ethics. During the fiscal year, we had 3 meetings with attendance rate of 100%. And the detailed report is on Page 213 to 215 of the universal registration document. The General Counsel and the Compliance Manager and before the modifications of the attribution of the committee and the CSR and sustainable development manager took part in the meetings of the committee. What have we been doing? What have we been doing in the last financial year? The committee reviewed the ethic and compliance plan with the integration of Bombardier Transportation. The committee reviewed the goals and performance indicators of the group ethics compliance. And we looked at the program, including the new 2020 code of ethics, the group's instructions, the training and awareness efforts. We reviewed the deployment of additional resources given the acquisition of Bombardier Transportation and the resources the department needed. The certification of the Standard ISO 37001, Standard for Antibribery Management Systems, the renewal of the certification and then the risk map of the group for sustainable development. And before the shrinking of the scope of the committee, the committee examined the valuations conducted by the nonfinancial rating agencies and monitored the group performance in terms of sustainable development environment and workplace safety and reviewed the main nonfinancial indicators used by the group. And after those meetings, the committee reported to the Board of Directors, and we shared our comments on the essential points as well as our improvement proposals. Shareholders, ladies and gentlemen, President, thank you for your attention.

Henri Poupart-Lafarge

executive
#10

Thank you, Sylvie. We're now going to give Mr. Frank Mastiaux, who is in the video. Unfortunately, he could not be with us. Therefore, his message is recorded.

Frank Mastiaux

executive
#11

Good afternoon, ladies and gentlemen. My name is Frank Mastiaux, and I'm the Chairman of the Integration Committee of Alstom-Bombardier integration. I would like to take the opportunity to briefly summarize for you the activities of this committee and give an update of all the activities that Alstom has undertaken so far in the context of the integration of Bombardier. To begin with a few words from the Integration Committee itself, which was established on the 29th of January 2021. And the purpose of this committee is to facilitate and to foster and monitor the integration of Bombardier, give guidance to the operating team on the ground and provide transparency and assurance to the main board of Alstom in all matters related to the integration itself. The Integration Committee intends to meet 4 times in a year for an initial period of 2 years, and then we will see whether we need to continue. In the fiscal year 2020 and 2021, we have met once in February with a 75% attendance rate. And just for information, we very recently met in July -- in June. Out of the 4 attendance, 2 members are independent directors. Ladies and gentlemen, Alstom has chosen and set up a very comprehensive and well-structured approach for the integration of Bombardier, related to the team, to the organization and the processes chosen. A central team of 7 experienced members are working to coordinate the entire effort led by the Chief Strategy and Integration Officer. In the decentralized arena permanent integration leaders take ownerships in the regions, in the product line and report to the respective functional presidents and offices. The comprehensive approach of this integration is supported by 4 dimensions and priorities set by the integration committee itself. Number one, people and change; number two, target operating model deployment; number three, the processes and IT tools conversions; and number four, the value capture. On those 4 dimensions, a lot of progress has already been made during the first half of 2021. And I quickly will go through these in detail. Number one, people and change, with the purpose of fostering a sense of belonging from all employees and ensure engagement of all parties. This has been a very important pillar and was launched immediately as a business-critical initiative. Over 500 customer organization and 25 partner organizations have been contacted immediately, and the company received positive feedback for these efforts. And in the upcoming customer satisfaction survey, we will have a particular question related to the quality of the integration efforts. It is important to get everybody on board on day 1 ideally. Hence, contact has been made to the people across their different heritages of the new entity. 6 international team talks, where 7,000 top people were connected to and 1,500 of them were actually contacted directly. This is a matter of business continuity and therefore taking very serious. And related to the people to onboard them in the best possible way, so-called discovery challenges, what I learn have been produced and enabled with more than 358,000 hours already executed with a total number of 46,000 learners being active, and almost 1 million connections have been made across this community. And cultural diagnosis has been executed in the ex Alstom and in the ex Bombardier community with over 500 interviews to figure out what the starting points are and where the convergence efforts have to be going. Another area has been importantly the global rebranding of all sites of all appearances of the new entity and a dedicated plan has been outlined for the upcoming months and years on the basis of audits locally and more audits to be scheduled for the time to come. The second pillar, importantly is this target model of deployment to ensure the deployment of the target organization at the corporate and the regional level. And in this particular instance, between the level N minus 1 of the board -- N minus 4 of the Board, in those levels of hierarchy, 8,000 people have been positioned and nominated and further 75,000 people have been met as new employees of the company. The third pillar is the processes and IT tools convergence. It was important to create a common digital environment from the beginning, a joint HR database, a joint intranet, and to have that done and delivered for a first joint end year closing report. Another important tool will be the global spend tool to enable procurement synergies very quickly. For this IT tool conversions, the road map has been designed for the next 3 years and the priorities are set full year number one. This is a complex undertaking and a particular focus has been brought on the matter of cybersecurity with an assessment completed and a remediation plan established. 125 priority processes have been identified, of which 50% have been deployed early June and 85% will be deployed by the end of this calendar year. Quality and internal control functions have been established to monitor the conversions of this process management accordingly. Another important matter is the legal entity structure that have been looked at. 19 top priorities countries have been identified and to look whether to share transfer to merge or liquidate legal entities, priorities have been set accordingly for year 1 with a clear plan for the year 2 to year 4 time period. And finally, and importantly, the ethical walls that are necessary for the concurring bits of the former Alstom and the former Bombardier organizations are up and running with 2,500 people being already trained. Final pillar in the integration is the so-called value capture to make sure that we execute after we have identified and planned the initiatives to capture the synergies and the value from the deal itself. It was important to create that commercial momentum to look at project conversions and importantly, project stabilization efforts. 120 review and deep dives have been completed on the project side. Task force have been deployed to the critical ones to provide technical expertise, manpower and project planning to ensure timely delivery of the promises made before. First, positive impacts materialized, for example, improving the delivered reliability, increased production rate and stabilize the increase of the quality. So in summary, the overall integration, the approach that has been taken by Alstom was well structured and well executed from the first moment of the integration. And this well-structured plan starts to pay off. On the people side, we could see good energy coming from the entire workforce regardless of the heritage of the people where they came from. It is of essence to maintain this people engagement in the time ahead because people are at the core of the new enterprise. And it's important to make sure that we retain the talent and keep everybody motivated to go forward with the new enterprise. And from the initial phase, it has been clear that a top priority amongst many others over the next coming months will be to look at the project stabilization and make sure that all projects that are in the pipeline are delivered according to plan. Ladies and gentlemen, this was my brief summary on the integration so far. I thank you very much for your attention.

Henri Poupart-Lafarge

executive
#12

Thank you, Frank. Thank you indeed. Over now to our statutory auditor, Mr. Jean-Luc Barlet from Mazars.

Jean-Luc Barlet

attendee
#13

Thank you, Mr. Chairman. Ladies and gentlemen, dear shareholders in the name of PricewaterhouseCoopers and Mazars, I would like to report back to you and share the conclusions of the report for the fiscal year closed March 31, 2021. As always, I'm going to summarize the main elements and highlights and conclusions. They have been shared with you by the company, and they are in the universal registration document 2021 as well as in the notice sent to you for today's event as well as on the website. I would like to remind you that our mission is -- an ongoing mission. Our audit work is based on risk, which -- risks that are likely to have an impact on the quality of financial and accounting information. We assess the quality of internal control and more specifically of operational controls relative to the quality of accounting elements as well as the collected documentation and the results of detailed analysis and analytical results. This is what we used to produce an honest opinion based on the information we received throughout entire mission. We report back to the company's management as well as to the Audit Committee in order to share our views on the risks and fact fighting, and we have an international network for PricewaterhouseCooper as well as Mazars, an international network, which allows us to operate as well in all countries where the company operates. We have reported back during May 7, 2021. We've had periodical contacts throughout the year. In summary, the main points of attention for 2020/2021 focused on 3 areas: the accounting of sales and margin on long-term contracts; the assessment of litigations, disputes and investigations and the determinations of assets and liabilities recognized within the framework of the acquisition of BT. We've also focused specifically on the impact COVID-19 on the company's activities. Our first report on the ordinary part. This is on Page 148 of the universal registration document on the annual financial statements. You will have to -- this will be submitted to your vote in Resolution #1. Then -- so we've considered that securities shares as well as related receivables were important. We've showed -- sorry, we've showed [ this item ] them with no reserves. We've specifically looked into the content of the corporate governance document, and it calls for no specific comments on our behalf. Regarding our report on consolidated financial statements, Page 122 in compliance with IFRS. This is Resolution #2. We have certified the consolidated accounts with no reserves and observations. We have considered that the main point of the audit -- some of the points we already mentioned regarding significant estimations of management. We have responded in a detailed way in our report to have an independent appreciation and structured documentation. The accounting of sales and margin on long-term contracts, the assessment of litigations and investigations and the acquisition of BT. We've also addressed the special report on related party agreements on Page 249, which is Resolution #4. The objective of this report is to communicate the characteristics and modalities justifying the interests of the conventions that were shared with us or that we discovered during our mission. Our report shows there is the absence of such new conventions authorized during the fiscal year. And a reminder of the Bouygues agreement with the acquisition -- for the acquisition of BT by Alstom. Our final -- last and final report is the report by the nonfinancial information statement which is included in the company's management report. We have no comments on this report, which concluded positively and can be found on Page 313 of the universal registration document. Moving to the following slide. On the extraordinary part of the general meeting, Resolutions 14 to 17 and 20 to 27, which will be submitted to your vote. On the reduction of the capital of share, the reports on the issuance of ordinary shares or other securities reserved for members of a company or a group savings plan report on the share capital increase with cancellation of the shareholders' preferential subscription rights. Report on the authorization to allocate free shares existing or to be issued and the report on the issuance of shares and miscellaneous securities with preservation and/or cancellation of the preferential subscription rights. We've established reports for delegations and authorizations to be given to the Board of Directors in order to hold these operations. In summary, we have no observations regarding the modalities of principal that were submitted to you by the Board of Directors. And we will issue a complementary report when delegations are used if used. Ladies and gentlemen, dear shareholders, many thanks for your attention.

Henri Poupart-Lafarge

executive
#14

Thank you very much indeed. We are now going to open the floor. I would like to draw your attention that questions in writing according to the Article 225, 224 have been received. And from the form of investment responsible investment and from DSW, which is a German organization of private investors, I would like to thank both. The responses to those questions have been placed on the website and will therefore not be read during the general assembly. We're going to take the questions from those of you who are present and will -- can also have an ongoing dialogue with those of you who are listening remotely.

Unknown Attendee

attendee
#15

I would like to ask a few quick questions on the very first part on the activity report. What news do you have on industrial sites in France and Germany that were going to be disposed of following the merger between BT and Alstom? Then I have some questions regarding new technologies, greener technologies. You mentioned hydrogen, the cost and efficiency are sometimes questioned, but that's not really the subject of my question. We're seeing that in Germany, there have been some recent orders that were historically went to the competition. So I was wondering what are some of the other technologies, batteries, for example, and other line electrification technologies that work very well, again, to make trains and railway transport greener. My very last question is specific to 1 country. And the company's presence in that country. The country is China. Of course, you compared with CRRC. And you also showed -- on a slide, you showed Alstom's footprint in China. So my question is the following. What is the strategy of the new Alstom in China and vis-a-vis China? Are you a competitor? Or do you think that there is room for partnerships? Do you think Chinese companies can be considered as partners?

Henri Poupart-Lafarge

executive
#16

Well, thank you very much indeed for all these questions. As far as remedies are concerned. So just to clarify, yes, we're working with the European Commission to dispose of assets in France and Germany, following the approval of the acquisition of BT by Alstom. This is an ongoing process. It is a long and complex one because it involves assets, potential buyers as well as the European Commission. And of course, customers who must give their approval to this transfer and the terms and conditions of the transfer. This transfer has not been completed yet. We're working on this, and we are quite confident that in the near future, we -- this will be accomplished. So I have specific news to give on this. As far as green technologies are concerned, well, first of all, let me tell you that, yes, our competitors are also interested in green technologies and hydrogen as well. They came a little after we did, 4 or 5 years, which shows that obviously, the hydrogen market and green technologies is an attractive market, whether it's electrification, batteries or hydrogen. All 3 make sense to a certain extent. I don't want to go into too much detail at this point. But what I can say is that hydrogen works very well for longer distances, longer distances being 100 kilometers or more with no electrification. Batteries is for shorter distances, 50 to 80 kilometers. And electrification only makes sense if lines are very -- have a lot of density, electrifying costs very high cost a lot and only makes sense if we have a lot of traffic. So we are active in all 3 technologies, and we have no preference for one of these technologies more than the others. You referred to a battery contract, which went to the company recently. We have contract on batteries in France and Germany. As a matter of fact, there are hybrid trains that use diesel technology as well as batteries. And I think that at the end of the day, all 3 solutions will be used. I know that in Germany, there is some line electrification. There is some hydrogen technology, battery technology. Each solution will -- there is room for each of these solutions. Moving to your last question on CRRC in China. Let me say two things. First of all, China is a massive market for railway and high-speed and urban rail. We are very active in China. As you saw on one of the slides, we have a lot of co-companies, co-enterprises in China. We have CRRC, but not only. We also have other partnerships. In signaling, for example, Alstom is a leader in urban signaling with its CRSC, which is another Chinese railway company specializing in signaling. And we have a number of other partners, private partners, more private partners and specific components such as traction and so on. So in summary, yes, China is a big country for -- in the railway business. Our industrial footprint has several objectives. First of all, we would like to serve the Chinese market. But as we said, we would also be interested in using this -- or leveraging this footprint to serve other markets. We have an engine -- 2 engine plants near Xi'an, and they sell and export their equipment to the Chinese market but also to other countries, other markets in the area. Thank you. Are there any other questions in the room? Yes, sir. Please. And in the meantime, let me check if there are any questions online.

Unknown Attendee

attendee
#17

Yes. Hello. I'd like to come back to China. The China and the Chinese, they're very nice people. And if you can sell things to them, well, good and as long as it's profitable as long as they don't take business away from us. The Chinese are very good at observing and copying. So they buy your equipment. They take them apart. And next thing before you know it, they've copied and then they sell the same equipment. They sell the equipment to companies that we were selling to, but obviously, they're selling at much lower prices, given the wages paid in China. So my question is, how do you manage the contracts? And how do you make sure that they -- in the next 5, 10, 15 years, they don't steal our technology and know-how? Do we have enough non-reproducible technologies to stay safe?

Henri Poupart-Lafarge

executive
#18

Well, as I said several times, during my presentation, our industry right now is going through a lot of -- seeing a lot of innovations. And with BT, we're increasing the number of innovations. We're bringing new innovations more environmentally friendly innovations, cheaper innovations. We do everything we can protect and preserve these innovations. We have patents. And you mentioned low wages. Okay, that's one thing. But then there is the competition in the area of technology. Our industrial footprint in China and in India, for example, is huge. And India is cheaper than China. And more and more, it is -- you have to be able to relocate or locate where the contracts are. So we're not exactly like other industries. We are much more local in a sense. So at the end of the day, what it comes down to is products, the quality of their products and competitive product. And CRRC has really invested massively. They have made all kinds of innovations. And that's what we need to do. We need to do exactly the same thing. We have to innovate. Today, it's not so much about stealing technology. Today is about innovating. And we have to innovate, and we have to innovate faster than they do. Innovation is good for the markets. And we have to be in a position to make the market greener. I'm not obsessed by CRRC. There are other comps Japanese, Korean, European companies and each of them individually contributes. And again, at the end of the day, what it comes down to is innovation. Number four, I cannot see probably it's at the back of the room, sorry.

Unknown Attendee

attendee
#19

Yes. [indiscernible]. I represent readers of the magazine [ Avestier ] with 2,500 shares. I would like you to come back to a following question. The backlog of Bombardier, you mentioned it. Could you please elaborate on it and on the difficult projects and the stabilization. And the second question on the authorization to increase the capital. There was a -- it was probably going to be used during the year to come.

Henri Poupart-Lafarge

executive
#20

Thank you for those questions. First question, as I said, and I said it before the acquisition by the way, it's not a surprise, therefore. I said that Bombardier in each portfolio had a number of difficult projects. Why difficult? Because late, lagging behind because not necessarily in line with the requirements of the customers. So we made progress in the customer relationship. We are discussing with a large number of customers on a realistic timetable accepted by the customer being realistic. And we want to make sure, of course, that the production system can really honor this timetable. And we engage experts, Alstom and Bombardier in order to improve the technical performance of trains. A number of customers to us that they already saw improvements. We can also mention France, Germany, Switzerland as well, where our trends reach the performance in terms of reliability. So we take each project at the time. This work is not done globally. It's done country after country, project after projects, region by region, customer, one customer at a time. It will take about 1 or 2 years to get out of this and to have healthy and normal portfolio in 2 years' time. We are following the road map. I have no fears on that, but it's a lot of work. A lot of work, but we already have a lot of positive feedback from the first month, and that's good. Second question, the increase -- the capital increase. It's a standard resolution. We usually have it in our resolution portfolio. This resolution is there, and most companies have the same type of resolution, so I cannot answer your question. It would give an indication I'm not in a position to give. So the resolution has to be voted. There is no project today, but I cannot tell you whether there will be project tomorrow or not. If we want to have this resolution is to have the possibility to do it. If we had the opportunity to do it, if we needed to do it, if there was a need for it, but for the time being, there is no project on the table. Yes. Number three, go ahead. I was just checking on the chat box.

Unknown Attendee

attendee
#21

Yes, two questions. First one, in line with the [ PAT ] law, do you think that you may have a reasonable debt for the group. And Thales should give up its signaling business. I would like to know whether you have reviewed this dossier?

Henri Poupart-Lafarge

executive
#22

Good question. We have no project to have reasonable debt as such for the group. We are lucky somehow to have reasonable debt, which is implicit or it's a natural reason debt that because our core business is sustainable mobility, green mobility is our DNA. We're here to meet the needs of transportation and the transportation world has to take up these climate change challenge. So at that stage, we have not perceived a need to formalize the reasonable debt for the whole group. We have mobility by nature. For the whole group, it is rather obvious, it's implicit. The vision of the group is, of course, and all stakeholders the division is to contribute to improving transportation throughout the planet. So we do not feel the need to formalize this more than what it is already in place. And on Thales, yes, of course, the signaling business of Thales is on sale. It's no big surprise. We have not examined the dossier. We -- for competition reasons, you have Siemens and we, the 2 major signaling stakeholders. At 1 or 2 other players, Thales, Hitachi. And it is true that the European Commission would not probably approve an additional concentration from Siemens. Siemens, therefore, we have not examined the dossier. Okay. Good. I do not see any other question. It's difficult for me to see it properly because the room is dark, but -- If you have no further questions, we'll move on the floor to -- there's an alarm clock. Okay. So Emmanuelle Petrovic. Okay, for the vote on resolutions. Thank you.

Emmanuelle Petrovic

executive
#23

Thank you, Chairman. We're going, first of all, to present the electronic voting procedure. Ladies and gentlemen, shareholders, you were given a voting device. It is strictly personal. The number of votes you hold or you represent is already downloaded in the box and displayed on the screen. You only need to use the green, yellow and red keys. The green one corresponds vote in favor. Yellow, you abstain; and red, you vote against. After the reading out of each resolution, we will proceed to the vote immediately and let's say you can vote now. You will notice in that case a rectangle indicating the counter down, the number of seconds left for you to vote. And once the counter down is over, we'll say vote is over, and it will no longer be possible for you to vote. The results will be displayed on a projection screen just a few seconds after the vote. And make sure that you switch off your mobile phones during the voting procedure and make sure you give it back at the end of the meeting when you exit the room. As indicated at the beginning of the meeting, the quorum of this general meeting is 70% and the 25% for the extraordinary part. The shareholders present or have 260 million -- over 260 million votes, representing 70.08% of shares having the voting. The quorum required is therefore reached. The resolutions would have to be adopted with the majority of votes of the shareholders present, represented or voting remotely for the ordinary session and 2/3 majority for the extraordinary portion. I propose to represent the title summarizing each resolution provided that no one ask for a full reading. I observed that there is no objection. I, therefore, present the resolutions, and I will invite you to vote after each resolution once I have said. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#24

First resolution. Ordinary resolution. Approval of the statuary financial statements for fiscal year ended on 31st of March '21. You can vote now. The vote is over. The resolution is adopted. Second resolution, ordinary resolution, approval of the consolidated financial statements for the fiscal year ended on the 31st of March '21. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#25

Vote is over. The resolution is approved. Third resolution, ordinary resolution, allocation of the results and dividend option to receive the dividend in cash or in shares. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#26

The vote is now over. The resolution is approved. Fourth resolution for the Ordinary general meeting, special report of the statutory auditors on the related party agreement, absence of new regulated agreement. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#27

The vote is now over. The resolution is approved. Fifth Resolution, ordinary general meeting, renewal of PWC as a principal statutory auditor. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#28

The vote is now over. The resolution is adopted. Resolution #6, nonrenewal and nonreplacement of Mr. Jean-Christophe Georghiou as an alternate statutory auditor ordinary resolution. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#29

Vote is now over. Resolution is approved. Resolution #7. Ordinary resolution, renewal of Mazars as a principal statutory auditor. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#30

It's over. Resolution 8 approved. Resolution 8, nonrenewal and nonreplacement of Jean-Maurice El Nouchi as an alternate statutory auditor. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#31

Vote over. Resolution approved. Resolution #9 ordinary general meeting. Approval of the compensation policy applicable to the chair and Chief Executive Officer. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#32

Vote over. Resolution approved. Resolution 10, ordinary resolution, approval of the compensation policy applicable to the members of the Board of Directors. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#33

Vote over. Resolution approved. Resolution 11 for the ordinary GM. Approval of the information referred to in Article L.22-10-9 of the French Commercial Code. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#34

The vote is now over. Resolution approved. Resolution 12, ordinary general meeting. Approval of the fixed, variable and exceptional components of the total compensation and benefits of any kind paid during the fiscal year ended 31st March '21 or granted in respect of such fiscal year to Mr. Henri Poupart-Lafarge, Chairman and CEO. Vote is open. [Voting]

Emmanuelle Petrovic

executive
#35

The vote is now over, and the resolution is approved. Resolution 13, ordinary GM, authorization to the Board of Directors to trade the company's shares. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#36

The vote is over. The resolution is approved. Resolution #14, that's for the extraordinary session. Authorization to the Board of Directors cancellation of shares redeemed by the company. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#37

The vote is now over. Resolution approved. Resolution 15 extraordinary GM. Delegation to the Board of Directors share capital increase reserved for members of a company or group savings plan with shareholders' preferential subscription rights canceled. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#38

Vote is now over. The resolution is approved. Resolution #16, that's for the extraordinary general meeting, delegation to the Board of Directors share capital increase reserved for the benefit of the category of beneficiaries with shareholders preferential subscription rights canceled. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#39

It's over. Resolution approved. Resolution 17 extraordinary general meeting, authorization to the Board of Directors to grant free existing shares or shares to be issued with shareholders preferential subscription rights being canceled. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#40

The vote is now over. Resolution is approved. Resolution 18, extraordinary general meeting, amendment of the Articles of Association in view of deleting provisions relating to preferred shares. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#41

The vote is now Over. Resolution is approved. Number 19, extraordinary general meeting, harmonization and drafting adjustments to the Articles of Association. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#42

It's over. Resolution is adopted. Resolution #20, general -- extraordinary general meeting, delegation to the Board of Directors to share capital increase with shareholders' preferential subscription rights being maintained. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#43

Vote is now over. Resolution is adopted. Resolution #21, extraordinary general meeting. Delegation to the Board of Directors share capital increase via a public offering with shareholders' preferential subscription rights canceled. You can vote now. [Voting]

Emmanuelle Petrovic

executive
#44

The vote is now closed, and the resolution is adopted. The Resolution 22, delegation to the Board of Directors share capital increase pursuant to an offering referred to in paragraph 1 article L.411-2 of the French Monetary and Financial Code with shareholders' preferential subscription rights canceled. You can now vote. [Voting]

Emmanuelle Petrovic

executive
#45

Vote is closed, and the resolution is adopted. Resolution 23, delegation to the Board of Directors, issuance of shares as compensation for contributions in kind. Please vote. [Voting]

Emmanuelle Petrovic

executive
#46

The vote is closed, and the resolution is adopted. 24th resolution, extraordinary resolution, delegation of the Board of Directors increase the number of shares to be issued in the event of a capital increase with shareholders' preferential subscription rights maintained or canceled. Please vote. [Voting]

Emmanuelle Petrovic

executive
#47

The vote is now closed. And the resolution is adopted. Resolution 25, extraordinary resolution, authorization to the Board of Directors issue pricing in the event of a capital increase with shareholders preferential subscription rights canceled by a public offering, including offerings referred to in paragraph 1 article L.411-2 with the French Monetary and Financial Code. The vote is now open. Please vote. [Voting]

Emmanuelle Petrovic

executive
#48

Vote is closed and the resolution adopted. Resolution 26, extraordinary resolution, delegation to the Board of Directors share capital increase in the event of a public exchange offer initiated by the company with shareholders' preferential subscription rights canceled. Please vote. [Voting]

Emmanuelle Petrovic

executive
#49

The vote is now closed, and the resolution is adopted. Resolution 27, of the Board -- to the Board of Directors share capital increase subsequent to the issuance by the company's subsidiaries of securities granting access to the company's share capital with shareholders preferential subscription rights canceled. Please vote. [Voting]

Emmanuelle Petrovic

executive
#50

The vote is now closed. And the resolution has been adopted. Moving to the last resolution, the Resolution 28, ordinary solution. Power is in view of completing formalities. Please vote. [Voting]

Emmanuelle Petrovic

executive
#51

The vote is closed, and the resolution has been adopted.

Henri Poupart-Lafarge

executive
#52

Thank you very much, Emmanuelle. I would like to thank our Secretary for the votes. Hostesses are available outside to collect the voting boxes you used for the resolutions. They can be used only for voting purposes and won't work at home. Once again, I would like to thank you for your kind presence and renewed confidence. Hopefully, more people will attend next year in good conditions. Thank you very much, and have a wonderful day. Bye-bye.

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