CHAIRMAN’S REPORT

Participation at shareholders’ meetings
Any shareholder has the right to participate at shareholders’ meetings under the conditions set forth by law and in Article 15 of the Company’s by-laws. The provisions of Article 15 of the by-laws appear on pages 225 and 226 of the Annual Report/Registration Document for the 2008/09 fiscal year filed with the AMF (Autorité des marchés financiers) and posted online on the Company’s website. Generally speaking, the members of the Board of Directors are present at shareholders’ meetings.

Internal control reference framework and objectives
REFERENCE FRAMEWORK
The Group has put in place a system of internal control procedures and evaluations initially based on control guidelines prepared by a recognised body, COSO (Committee of Sponsoring Organisations of the Treadway Commission). An analysis reconciling Alstom internal control and risk management framework policies contained in particular in Corporate Instructions, the Internal Control Manual, the Internal Control Questionnaire, the Reporting and Accounting Manual and the reference framework recommended by the AMF (Autorité des marchés financiers) was performed in fiscal year 2007/08. The analysis included both the reference framework and the “Application guide for internal control procedures related to the accounting and financial information published by the issuers”. The analysis outcome shows that Alstom applies the “Reference framework” on internal control recommended by the AMF.

Elements that could have an impact in the event of a tender offer
These elements of the Board of Directors’ report to the shareholders’ meeting set forth by Article L. 225-100-3 of the French Commercial Code appear on pages 239 and 240 of the Annual Report/Registration Document for the 2008/09 fiscal year filed with the AMF.

INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES REPORT
As part of its operational activities, the ALSTOM Group is confronted by a number of risks both