ALSTOM SA: Alstom announces the success of the share capital increase with preferential subscription rights of €1 billion, final step of the announced €2 billion deleveraging plan

Alstom announces the success of the share capital increase with preferential subscription rights of €1 billion, final step of the announced €2 billion deleveraging plan

13 June 2024 - Alstom achieves the final step of its announced deleveraging plan with the completion of a share capital increase with shareholders’ preferential subscription rights in an amount of €1 billion (including issue premium).

Results of the share capital increase
The final gross proceeds of the share capital increase with shareholders’ preferential subscription rights announced by Alstom (the "Company”) on May 27^th, 2024, amount to €999,156,769 (including issue premium), corresponding to the issuance of 76,858,213 shares with a par value of €7 at a unit subscription price of €13.

Following the subscription period, which ended on June 10^th, 2024, total demand amounted to more than €1.7 billion, representing a a high subscription rate of approximately 173.4%:

• 74,218,528 new shares were subscribed on an irreducible basis (à titre irréductible), representing approximately 96.57% of the shares to be issued;
• orders submitted on a reducible basis (à titre réductible) represented 59,073,502 new shares and will therefore only be partially allocated for an aggregate number of 2,639,685 new shares.

"The success of the capital increased launched after the completion of the hybrid bond issuance paves the way to the stabilization of the credit outlook of Alstom. I thank all our shareholders for their support as it opens a new phase of our journey to deliver sustainable financial performance” said Henri Poupart-Lafarge, Chairman of the Board and Chief Executive Officer of Alstom

Background of the share capital increase
The share capital increase is the final step of the deleveraging plan that also includes:

• Divestments for ca. €700 million:
  • Sale of TMH for €75 million completed in January 2024
  • The announced sale of US conventional signalling business to Knorr-Bremse AG, which will generate proceeds of ca. €630 million upon closing expected during Summer 2024
• The successful placement of €750 million of hybrid bonds with 50% equity content for Moody’s¹ announced on May 23^rd, 2024.

The ca. €2.4 billion in aggregate proceeds correspond to ca. €2 billion of deleveraging, considering the hybrid bond’s 50% Moody’s debt content.

Ca. €1.2 billion of the proceeds of asset disposals and of the capital markets transactions will be used to repay financial debt by September 2024:

• repayment of Neu CP of €1,033 million
• repayment of RCF drawings of €175 million

The remainder of the proceeds will be invested in highly liquid short-term investments (cash equivalent treatment) and will be earmarked for gross debt reduction at maturity.

On May 8^th Moody’s has reaffirmed Alstom’s Baa3 long-term issuer rating reflecting Alstom’s commitment to implement its €2bn deleveraging plan. As indicated by the rating agency in its rating action, we expect the credit outlook will be lifted immediately from negative to stable with this last step achieved.

Alstom will terminate its €2.25 billion credit facility agreement on settlement of the share capital increase.

Settlement of the share capital increase
Settlement and delivery of the new shares and beginning of trading on the regulated market of Euronext Paris will take place on June 17^th, 2024. The new shares will be, as from their issuance date, fully fungible with Alstom’s existing shares and will be traded under the same trading line and ISIN code as Alstom’s existing shares (ISIN code FR0010220475).

BNP Paribas, Crédit Agricole CIB, J.P. Morgan and Société Générale acted as Joint Global Coordinators, Lead Managers and Joint Bookrunners, BofA Securities, Citigroup, Mizuho and Natixis acted as Joint Bookrunners and BBVA, CIC and Deutsche Bank acted as Co-Bookrunners.

CDPQ and Bpifrance Investissement subscriptions
As part of the share capital increase:

• Caisse de dépôt et placement du Québec ("CDPQ”) subscribed to 13,366,510 new ordinary shares for €173.8 million on an irreducible basis and 731,420² new ordinary shares for €9.5 million on a reducible basis;
• Bpifrance Investissement (in respect of shares held through the SLP³ Lac 1 fund) subscribed to 5,769,094 new ordinary shares for €75.0 million on an irreducible basis and 315,687⁴ new ordinary shares for €4.1 million on a reducible basis.

Impact of the share capital increase on Alstom’s share capital

Following the settlement of the share capital increase, Alstom’s share capital will amount to €3,228,044,967 comprised of 461,149,281 shares with a nominal value of €7 each.

Based on public information available to date, the allocation of the share capital of the Company following the share capital increase is set out in the below table*:

Lock-up agreements
Alstom has agreed to a lock-up period ending 180 calendar days after the settlement and delivery date of the share capital increase, subject to certain customary exceptions.

Each of CDPQ and Bpifrance Investissement (in respect of shares held through the SLP Lac 1 fund) has agreed to a lock-up period ending 180 calendar days after the settlement and delivery date of the share capital increase, subject to certain customary exceptions.

Availability of the Prospectus
The prospectus (the "Prospectus”) including (i) the 2023/24 universal registration document (document d’enregistrement universel) of Alstom filed with the AMF on May 15^th, 2024 under number D.24-0413 and (ii) the amendment to the universal registration document filed with the AMF on May 24^th, 2024 under number D.24-0413-A01 and (iii) a securities note (note d’opération) (including the summary of the Prospectus) which was filed with the AMF and received approval under number 24-169 dated May 24^th, 2024 is available on the website of the AMF (www.amf-france.org) and of the Company (www.alstom.com). Copies of the Prospectus are available free of charge at the Alstom’s registered office (48, rue Albert Dhalenne, 93400 Saint-Ouen-sur-Seine, France).

Financial & legal advisors
PJT Partners and Perella Weinberg Partners acted as financial advisors to Alstom, Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Alstom and White & Case LLP acted as legal advisor to the syndicate of banks.

1 Alstom will account for the bonds entirely as equity under IFRS.
2 Subject to final adjustments linked to the determination of shares subscribed on an irreducible basis
3 SLP: Société de libre partenariat
4 Subject to final adjustments linked to the determination of shares subscribed on an irreducible basis

IMPORTANT INFORMATION

This press release includes "forward-looking statements". All statements other than statements of historical facts included in this press release, including, without limitation, those regarding Alstom’s financial position, business strategy, plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Alstom, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Alstom’s present and future business strategies and the environment in which Alstom will operate in the future. Additional factors could cause actual results, performance or achievements to differ materially.

The contents of this press release have been prepared by and are the sole responsibility of Alstom.

This press release does not constitute an offer to sell nor a solicitation of an offer to buy, and there has not been any sale of ordinary shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.

This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (as amended the "Prospectus Regulation”). Potential investors are advised to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. The approval of the prospectus by the AMF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.

With respect to the member states of the European Economic Area (other than France) and the United Kingdom (each a "Relevant State”), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Relevant State. As a result, the securities may not and have not been offered in any Relevant State except in accordance with the exemptions set forth in Article 1 (4) of the Prospectus Regulation or under any other circumstances which do not require the publication by Alstom of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to applicable regulations of that Relevant State.

The distribution of this press release has not been made, and has not been approved, by an "authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are "investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order”), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons”). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

This press release does not constitute or form part of any offer of securities for sale or any solicitation to purchase or to subscribe for securities or any solicitation of sale of securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act”) or the law of any State or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Alstom does not intend to register all or any portion of the Securities in the United States under the Securities Act or to conduct a public offering of the Securities in the United States.

This announcement is not, and under no circumstances is it to be construed as, a prospectus, offering memorandum, advertisement or an offer to sell or solicitation of an offer to buy any of the securities referred to herein in Canada. Any offering in Canada has been made on a private placement basis only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

This announcement may not be published, forwarded or distributed, directly or indirectly, in the United States of America, Canada, Australia or Japan.

Alstom, as well as BNP Paribas, Crédit Agricole CIB, J.P. Morgan, Société Générale, BofA Securities, Citibank, Mizuho, Natixis, BBVA, CIC and Deutsche Bank (together, the "Underwriters”) and any of their respective affiliates expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future developments or otherwise.

The Underwriters are acting exclusively for Alstom and no one else in connection with the offer of new shares and will not regard any other person as their respective clients and will not be responsible to anyone other than Alstom for providing the protections afforded to their respective clients in connection with any offer of new shares of Alstom or otherwise, nor for providing any advice in relation to the offer of new shares, the content of this press release or any transaction, arrangement or other matter referred to herein.

In connection with the offering of ordinary shares of Alstom, the Underwriters and any of their affiliates may take up a portion of the ordinary shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Alstom or related investments in connection with the offer of ordinary shares of Alstom or otherwise. Accordingly, references in the Prospectus to the new ordinary shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Underwriters and any of their affiliates acting in such capacity. In addition, the Underwriters and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of shares. The Underwriters do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Underwriters or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this press release (or whether any information has been omitted from this press release) or any other information relating to Alstom, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

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• Capital raise - Results press release - EN