Commentary & Deal Flow

Reoffer: PerpNC5.25: 5.300% / 99.735
Benchmark: PerpNC5.25: OBL 2.5 31-Apr-31 (#193) @ 98.76 / B+252.7bp

Final book above €4.2bn. Peak book above €4.5bn.

Launched: PerpNC5.25: €700m @ 5.30% - Books above €4.5bn
IPTs: PerpNC5.25: 5.875%a

• Issuer: Alstom SA (Ticker: ALOFP, Country: FR)
• Issuer LEI: 96950032TUYMW11FB530
• Issuer Ratings: Baa3 (stable outlook) by Moody’s
• Expected Issue Ratings: Ba2 by Moody’s
• Expected Equity Credit: Basket M (50%) by Moody’s
• Format: Reg S, Bearer Bonds, Cat 2, Dematerialised, EU Green Bond
• Status: Direct, unconditional, unsecured and deeply subordinated obligations, ranking senior only to the ordinary shares of the Issuer and any other class of the Issuer's share capital and pari passu with the Issuer’s 5.868% €750m PerpNC 29 Aug 2029 (ISIN FR001400Q7G7)
• Maturity / Call: Perpetual NC5.25
• Currency / Size: €700m
• Reoffer: 99.735 / 5.300%
• Spread vs DBR: OBL 2.5 Apr31 (#193) (px 98.76) + 252.7bps
• Initial Margin: 238.2bps
• Settlement Date: 16-Jun-26 (T+5)
• First Call Date: 16-Jun-31 (year 5.00)
• First Reset Date: 16-Sep-31 (year 5.25)
• Step-up Date or, in case of an S&P Rating Event, First Step-Up Date: 16-Sep-36 (year 10.25)
• Second Step-up Date / Adjusted Second Step-up Date, in case of an S&P Rating Event: 16-Sep-51 (year 25.25) / 16-Sep-46 (year 20.25)
• Optional Redemption: On any date during the period commencing on (and including) the First Call Date and ending on (and including) the First Reset Date (3-month par call), at the Step-Up Date and on every Interest Payment Date thereafter
• Interest: Fixed rate of 5.25% per annum, payable annually in arrear until the First Reset Date; thereafter reset every 5 years to the then applicable 5-year EUR Mid-Swap Rate plus the initial margin and the relevant Coupon step-up – Long first coupon
• Coupon step-up: 100bps at the Step-Up Date unless an S&P Rating Event occurred. Upon an S&P Rating Event: If the senior rating assigned by S&P is BBB- or higher, 25bps at First Step-Up Date and additional 75bps at Second Step-Up Date; or If the senior rating assigned by S&P is BB+ or lower, 25bps at First Step-Up Date and additional 75bps at the Adjusted Second Step-up Date, provided that if the senior rating is subsequently upgraded to BBB- or higher, then the Adjusted Second Step-up Date should be immediately and irrevocably changed to Second Step-Up Date
• S&P Rating Event: S&P assigns a solicited rating to the Issuer’s senior debt prior to the First Reset Date
• Day Count Fraction: ACT/ACT (ICMA)
• Deferral of Interest: At the Issuer’s sole discretion in whole or in part; cumulative and compounding (cash settled)
• Arrears of Interest: Arrears of Interest may be paid at any time (in whole or in part) and must be paid in whole upon/ after (subject to customary carve-outs): (i) a Mandatory Payment Event; (ii) the next scheduled Interest Payment Date on which the Issuer does not elect to defer the interest accrued; (iii) the date on which the Notes are redeemed; or (iv) liquidation or winding-up of the Issuer. Mandatory Payment Event means (i) a dividend or any other distribution or payment was validly resolved on, declared, paid or made in respect of any Junior Securities or Parity Securities; or (ii) the Issuer has repurchased, purchased, redeemed or otherwise acquired any Junior Securities; or (iii) the Issuer has repurchased, purchased, redeemed or otherwise acquired any Parity Securities or any Notes, in each case subject to carve-outs set out in the Base Prospectus
• Make-whole Redemption: Make-Whole Redemption option in whole (but not in part) at the Make-Whole Redemption Amount at any time other than (i) the period from (and including) the First Call Date until (and including) the First Reset Date; (ii) the Step-Up Date and (iii) on any subsequent Interest Payment Date
• Make-whole Margin vs Bund: +40bps
• Early Redemption Events: At any time upon: an Accounting Event, an Equity Credit Rating Event or a Tax Deductibility Event at 101% of the principal amount until the First Call Date, at par thereafter; a Withholding Tax Event, a Gross-Up Event or a Clean-Up Event (75%) at par; a Change of Control Event at par (Change of Control step-up of 500bps)
• Replacement Language: In case of S&P Rating Event only, intention based and subject to customary carve-out (non binding)
• Risk Factors: Investors should read the Risk Factors in, or incorporated by reference into, the Base Prospectus
• Use of Proceeds: The use of proceeds of this transaction will be to finance and/or refinance, in full, the assets and/or expenditures described in the European Green Bond Factsheet dated 28-May-26, in accordance with the EuGB Regulation (such Notes being “EuGBs”)
• Denominations: €100k+€100k
• Governing law: French Law
• Documentation: Base Prospectus dated 02-Jun-26
• Listing: Euronext Paris
• EU GB Structuring Advisor: Credit Agricole CIB
• Hybrid Bond Structuring Advisor: Natixis
• Global Coordinators: BNP Paribas / Credit Agricole CIB / HSBC (B&D) / Natixis
• Active Bookrunners: BBVA / BNP Paribas/ Credit Agricole CIB / Deutsche Bank / HSBC / Natixis / Société Générale CIB
• ISIN: FR00140190G7
• Target Market: Eligible Counterparties and Professional clients only (all distribution channels). No EU PRIIPs / UK PRIIPs key information document (KID) or UK CCI disclosure document has been prepared as not available to retail in EEA or in the UK
• Selling Restrictions: As set out in the Base Prospectus dated 02-Jun-26
• Advertisement: The Base Prospectus dated 02-Jun-26 is available and the final terms, when published, will be available on the website of the AMF (https://www.amf-france.org) and Alstom website (https://www.alstom.com/debt-and-rating)
• ToE: 16.05 UKT
• FTT: 16.25 UKT