Alstom sets holder meeting for three issues to seek merger approval

By Susanna Moon

Chicago, June 8 – Alstom SA has notified holders of a meeting scheduled for June 25 in connection with the company’s combination of the “mobility” activities of Siemens, including its rail drive business.

The bond issues covered by the meetings are as follows:

• €500 million of 3.625% bonds due Oct. 5, 2018 and issued Oct. 5, 2010;

• €500 million of 3% bonds due July 8, 2019 and issued July 8, 2013; and

• €750 million 4.5% bonds due March 18, 2020 with €500 million issued March 18, 2010 and €250 million issued June 24, 2010.

The transaction would be carried out through two partial asset contributions under the spinoff regime by which Siemens would contribute to Alstom all of the securities comprising the capital of Siemens Mobility SAS, Siemens Mobility Holding Sarl and Siemens Mobility Holding BV, according to a company announcement.

For the sake of internal reorganization, the Siemens contributions would be immediately followed by a recontribution of the securities received by Alstom to its fully held subsidiary Alstom Holdings SA through a partial asset contribution under the spinoff regime, according to a company announcement.

The Siemens contributions and the Alstom contribution will be submitted to Alstom’s shareholders for approval at the general meeting to be held July 17.

Specifically, the issuer is asking for the following:

• Approval of the partial asset contribution under the spinoff regime to be made by the company to Alstom Holdings SA and of the allocation to be made to the company of shares of Alstom Holdings SA issued in consideration for the contribution; or

• If the partial asset contribution under the spinoff regime is not approved, authorization of the representative of the Masse to file an objection against the transaction.

In order to form a quorum, there must be bondholders representing at least one-fifth of the bonds with voting rights.

For information, contact BNP Paribas Securities Services at paris.bp2s.cts.general.meeting@bnpparibas.com or fax +33 1 40 14 58 90 or +33 1 55 77 95 01.

Alstom is engaged in transportation activities through Alstom Transport. The company is based in Saint-Ouen, France.

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