ALSTOM SA: Proposed nominations of future Siemens Alstom Board of Directors completed
|Joint Press Release|
|from Siemens and Alstom||May 15, 2018|
| Siemens AG |
| Alstom SA |
48, rue Albert Dhalenne
|Reference number: PR2018030210COEN|
Siemens Alstom project progresses
Proposed nominations of future Siemens Alstom Board of Directors completed
- All eleven members of Siemens Alstom's future Board of Directors proposed
- Six independent members, including two designated by Siemens
- Almost 50 percent are women
At its meeting today, Alstom's Board of Directors approved the proposal to the upcoming Annual Shareholder Meeting to appoint all members of the future Board of Directors of the combined entity Siemens Alstom. As previously announced, the Board will comprise eleven members.
Six members designated by Siemens:
- Roland Busch, Chief Technology Officer and Member of the Managing Board of Siemens AG, would serve as Chairman of the Board
- Sigmar Gabriel, former German Minister of Foreign Affairs and former Vice Chancellor of Germany, qualified by the Board as Independent Director
- Janina Kugel, Chief HR Officer and Member of the Managing Board of Siemens AG
- Christina M. Stercken, Director at Ascom Holding AG, Landis & Gyr Group AG, and Ansell Ltd., qualified by the Board as Independent Director
- Ralf P. Thomas, Chief Financial Officer and Member of the Managing Board of Siemens AG
- Mariel von Schumann, Chief of Staff of Siemens AG and Head of Governance and Markets
In addition to Henri Poupart-Lafarge, currently Chairman and CEO of Alstom, who has been nominated as Director and CEO of Siemens Alstom, Alstom has proposed four independent members:
- Yann Delabriere, currently Lead Independent Director of Alstom's Board, remaining qualified by the Board as independent Director and to serve as Vice-Chairman of the Board
- Clotilde Delbos, Executive Vice President and Chief Financial Officer of Renault, qualified by the Board as Independent Director
- Sylvie Kandé de Beaupuy, Group Ethics & Compliance Officer of Airbus Group and current Alstom's Independent board member, remaining qualified by the Board as Independent Director
- Baudouin Prot, Senior Advisor at Boston Consulting Group, qualified by the Board as Independent Director
These nominations are subject to the approval of Alstom's shareholders and will be effective upon completion of the deal itself to occur after approval by various authorities.
"With these proposed nominations the future Siemens Alstom can rely on a tremendous and diverse team," said Roland Busch. "The outstanding international expertise of the nominated persons and their expertise in managing cross border industrial operations will be an excellent basis for future collaboration. It is a clear sign of our ambition to bring the best people on board in order to create excellent teams at all levels of Siemens Alstom."
"These proposed nominations are a new step towards the creation of Siemens Alstom, a global champion in mobility. These Board members will bring a wealth of experience and expertise. With a majority of independent Board members, it also demonstrates the balance of the future governance. I am looking forward to working with such a diverse and talented group of people," stated Henri Poupart-Lafarge, Chairman and CEO of Alstom.
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As a promoter of sustainable mobility, Alstom develops and markets systems, equipment and services for the transport sector. Alstom offers a complete range of solutions (from high-speed trains to metros, tramways and e-buses), passenger solutions, customized services (maintenance, modernization), infrastructure, signaling and digital mobility solutions. Alstom is a world leader in integrated transport systems. The company recorded sales of €7.3 billion and booked €10.0 billion of orders in the 2016/17 fiscal year. Headquartered in France, Alstom is present in over 60 countries and employs 32,800 people. www.alstom.com
Siemens AG (Berlin and Munich) is a global technology powerhouse that has stood for engineering excellence, innovation, quality, reliability and internationality for 170 years. The company is active around the globe, focusing on the areas of electrification, automation and digitalization. One of the world's largest producers of energy-efficient, resource-saving technologies, Siemens is a leading supplier of efficient power generation and power transmission solutions and a pioneer in infrastructure solutions as well as automation, drive and software solutions for industry. With its publicly listed subsidiary Siemens Healthineers AG, the company is also a leading provider of medical imaging equipment - such as computed tomography and magnetic resonance imaging systems - and a leader in laboratory diagnostics as well as clinical IT. In fiscal 2017, which ended on September 30, 2017, Siemens generated revenue of €83.0 billion and net income of €6.2 billion. At the end of September 2017, the company had around 377,000 employees worldwide. Further information is available on the Internet at www.siemens.com.
This communication does not constitute an offer to purchase, sell or exchange, or the solicitation of an offer to purchase, sell or exchange, any securities. The shares of Alstom may not be offered or sold in the United States of America except pursuant to an effective registration statement or pursuant to a valid exemption from registration under the U.S. Securities Act of 1933, as amended.
This announcement includes statements related to future business and financial performance and future events or developments involving Siemens and Alstom that may constitute forward-looking statements, including but not limited to statements relating to Alstom's and Siemens's beliefs and expectations regarding the proposed combination of the Combined Business, benefits that would be afforded to customers, benefits to the Combined Business that are expected to be obtained as a result of the proposed combination and the relevant parties' ability to enhance shareholder value through, among other things, the delivery of cost savings and expected synergies. These statements are based on certain assumptions and reflect Alstom's and Siemens' current expectations. Any forward-looking statements made by or on behalf of Alstom or Siemens speak only as of the date they are made. Alstom and Siemens each disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
These forward-looking statements may be identified by words such as "expect," "look forward to," "anticipate," "intend," "plan," "believe," "seek," "estimate," "will," "project" or words of similar meaning. We may also make forward-looking statements in other reports, in presentations, in materials delivered to shareholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements. Such statements are based on the current expectations and assumptions of Alstom's and Siemens's respective management teams, and depend on numerous factors that are beyond Alstom's or Siemens's control. These forward-looking statements are subject to a number of risks, uncertainties and factors, including but not limited to: the failure of Alstom's shareholders to approve the proposed combination; the effect of regulatory conditions, if any, imposed by regulatory authorities; the reaction of Alstom's and Siemens's customers, employees and suppliers to the proposed combination; the ability to promptly and effectively integrate the businesses of Alstom and Siemens; the diversion of management time on merger-related issues; and those risks described in disclosures that have been made or will be made with regulatory authorities such as the French Autorité des marchés financiers (the "AMF") and in particular in the chapter titled Risk Factors and Risks of the respective Annual Reports of Alstom and Siemens. Should one or more of these risks or uncertainties materialize, or should underlying expectations or assumptions prove to be incorrect, the actual results, performance, financial condition and prospects of Alstom or Siemens may vary materially from those expressed or implied in the relevant forward-looking statements. Neither Alstom nor Siemens intends, nor assumes any obligation, to update or revise these forward-looking statements in light of subsequent developments, new information or circumstances that differ from those currently anticipated. There can be no assurance that the proposed combination will be consummated or that the anticipated benefits will be realised. The proposed combination is subject to various regulatory approvals and the fulfilment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or such conditions will be met.
Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
In connection with the proposed transaction, Alstom intends to file with the AMF, the required documentation
related to the proposed transaction and other relevant documents in connection with the listing of its shares to be issued against the contribution by Siemens of its mobility business. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ ALL RELEVANT DOCUMENTS FILED WITH THE AMF, INCLUDING THE PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free of charge a copy of the documentation related to the proposed transaction as well as other documents filed with the authorities (when they are available) at the AMF's website, www.amf-france.org. Those documents, when filed, may also be obtained free of charge from Alstom's website at www.alstom.com or by contacting Alstom's Investor Relations team at firstname.lastname@example.org.