STMICROELECTRONICS
N.V.
CONVOCATION
to the Annual
General Meeting of Shareholders of STMicroelectronics N.V. (the “AGM” and the
"Company"), established in Amsterdam, the Netherlands, to be held on May 20,
2009 at 11.00 hours, Netherlands time, at the Hotel InterContinental Amstel,
Professor Tulpplein 1, 1018 GX Amsterdam, the Netherlands.
______________________________________________________________________
The complete
agenda, the statutory annual accounts, which include the reports of the Managing
and Supervisory Boards, the triptych containing the amendment of the articles of
association, the proposed resolutions including shareholders' information and
the personal data of the proposed members of the Supervisory Board as referred
to in section 2:142 subsection 3 of the Dutch Civil Code and the other
information included pursuant to law are deposited for inspection by
shareholders and other persons entitled to attend the AGM at the offices of the
Company at Schiphol Airport as of April 17, 2009 up to and including the date of
the meeting. The documents will also be available on the Company's website www.st.com as of the same
date.
Copies of these
documents are available for shareholders and other persons entitled to attend
the AGM free of charge.
Company shares can
be held in two ways:
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as registered
shares (the shareholders and other persons entitled to attend the AGM are
included in the Company’s shareholders’
register);
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in an account
with an account holder or intermediary through Euroclear France S.A.
(“Euroclear France”) or Cede & Co. as nominee of the Depositary Trust
Company (“Cede & Co.”) (these shares are included in the Company’s
shareholders’ register in the name of Euroclear France or Cede & Co.,
as the case may be).
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In accordance with
article 30 paragraph 4 of the Company’s articles of association, the Managing
Board has determined that the persons entitled to attend and, to the extent
applicable, vote at the AGM will be those who were recorded as having those
rights on April 28, 2008 (the “Record Date”) in a register designated by the
Managing Board for that purpose, regardless of whether they are shareholders or
other persons entitled to attend the AGM at the time of the AGM. This means that
shareholders and other persons entitled to attend the AGM need to own or derive
their rights from the relevant Company shares on the Record Date, but they do
not need to block the shares from the Record Date until the AGM.
All shareholders
registered in the Company’s shareholders’ register (“registered
shareholders”) will
receive a letter from or on behalf of the Company by post containing an
invitation for the AGM, including the agenda, and details of the procedure for
registering for the AGM.
To be eligible to
exercise voting rights in person at the AGM, registered shareholders must
complete and sign the attendance form, which they receive with the invitation
and return it to the Company’s registrar Netherlands Management Company B.V.
(Locatellikade 1, 1076 AZ Amsterdam, the Netherlands, fax +31(0)20 420 6190)
(“NMC”) by the Record Date. NMC’s receipt of the completed and signed form on
time will constitute notice to the Company of the registered shareholder’s
intention to exercise its voting and meeting rights.
Registered
shareholders who wish to be represented by a third party at the AGM must
complete and sign the attendance form and power of attorney form, which they
receive with the invitation and return it to NMC by the Record Date. NMC’s
receipt of the completed and signed forms on time will constitute notice to the
Company of the registered shareholder’s intention to be represented by a third
party.
Beneficiaries
holding shares via an account with an account holder or intermediary through
Euroclear France should contact their account holder or intermediary to receive
instructions on how to obtain a power of attorney from Euroclear France in order
to attend the meeting.
Beneficiaries
holding shares via an account with an account holder or intermediary through
Euroclear France who will not attend the AGM, but who would like to give voting
instructions to Euroclear France to vote on their behalf, should also contact
their account holder or intermediary to receive instructions.
Furthermore, NMC,
Amsterdam, the Netherlands (tel. +31(0)20 575 7124, fax +31(0)20 420 6190), TMF
France S.A.S., Paris, France (tel +33(0)1 45 03 63 73, fax +33(0)1 45 03 63 77)
or TMF, Garlati & Gentili S.p.A., Milan, Italy (tel +39 02 861 914, fax +39
02 862 495) can be contacted.
The written
(completed and signed) request for a power of attorney or voting instructions,
as the case may be, must be received by the relevant account holder or
intermediary by May 15, 2009.
Information on how
to obtain a power of attorney from Euroclear France or to give voting
instructions to Euroclear France will also be available on the Company's website
mentioned above as of April 17, 2009.
Beneficiaries
holding shares via an account with an account holder or intermediary through
Cede & Co. will be contacted separately regarding their attendance and/or
voting at the AGM.
The Supervisory
Board,
Antonino Turicchi,
Chairman
April 17,
2009
Annual
General Meeting of Shareholders
2009
Agenda
of
the Annual General Meeting of Shareholders (the "AGM") of
STMicroelectronics
N.V., established in Amsterdam, the Netherlands, to be held
on May 20, 2009
at 11.00 a.m. CET at the INTERCONTINENTAL AMSTEL
Amsterdam, the
Netherlands
Call to order and
opening
Report of the
Managing Board on our 2008 financial year and discussion
thereof
Report of the
Supervisory Board, including the remuneration report, on our 2008 financial year
and discussion thereof
a.
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Discussion on
and adoption of our statutory annual accounts for our 2008 financial year
(voting
item)
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b.
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Adoption of a
dividend of US $ 0.12 per common share for our 2008 financial year (voting
item)
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c.
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Discharge of
the sole member of our Managing Board (voting
item)
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d.
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Discharge of
the members of our Supervisory Board (voting
item)
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Appointment of
members of our Supervisory Board (voting
item)
Approval of the
stock-based portion of the compensation of our President and CEO (voting
item)
Approval of the
maximum number of "restricted" Share Awards under our existing Employee Unvested
Share Award Plan (voting
item)
Amendment to our
Articles of Association (voting
item)
Distribution of
information to our shareholders by way of electronic means of communication
(voting
item)
In
accordance with article 30 paragraph 4 of our Articles of Association we have
determined that the persons entitled to attend and, to the extent applicable, to
vote at our AGM will be those who were recorded as having those rights on April
28, 2009 (the “Record
Date”), in a register designated by us for that purpose, regardless of
whether they are shareholders or other persons entitled to attend our AGM at the
time of our AGM. This means that shareholders and other persons entitled to
attend our AGM do not need to block the relevant shares from the Record Date
until our AGM.
Copies of our
statutory annual accounts, which include the reports of our Managing and
Supervisory Boards, the proposed resolutions including shareholders’ information
and the personal data of the proposed members of our Supervisory Board as
referred to in section 2:142 subsection 3 of the Dutch Civil Code, the triptych
containing the of amendment to our Articles of Association (as well as an
unofficial English translation thereof) and the other information included
pursuant to the law will be deposited for inspection by our shareholders and
other persons entitled to attend our AGM at our offices at Schiphol Airport
(Schiphol Boulevard 265, 1118 BH Schiphol Airport, the Netherlands) as of April
17, 2009 up to and including the date of our AGM. These documents will also be
available on our website www.st.com.
Proposed resolutions and
shareholders’ information
for the Annual General
Meeting of Shareholders (the “AGM”) of STMicroelectronics N.V. to be held on May
20, 2009 in Amsterdam, the Netherlands
Our
Supervisory Board proposes:
Agenda item
4-a - Resolution
1
To adopt
our statutory annual accounts for our 2008 financial year, as drawn up by our
Managing Board, examined and audited by our independent external auditors,
PricewaterhouseCoopers Accountants N.V.,
and approved by our Supervisory Board. Our statutory annual accounts, which
include the reports of our Managing and Supervisory Boards, have been prepared
in English consistent with our prior practice, and in accordance with IFRS
Accounting Standards, as IFRS constitute our statutory reporting
standards.
Agenda item
4-b - Resolution
2
To
distribute a dividend in cash of US $0.12 per common share, in line with
our dividend policy as communicated, in four equal installments, payable for
2009 at May 25, August 24, November 23, and February 22, 2010. Payment of an installment
will be made to those deriving their rights from our common shares at the
aforementioned dates.
Our press
release dated April 15, 2009, available on our website, www.st.com, sets
forth the schedule and other relevant information concerning the payment of the
2009 dividend if adopted by our AGM.
Agenda item
4-c - Resolution
3
To
discharge the sole member of our Managing Board for his management during our
2008 financial year.
Agenda item
4-d - Resolution
4
To
discharge the members of our Supervisory Board for their supervision during our
2008 financial year.
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Agenda item
5 - Resolution
5 and shareholders’ information
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a.
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To
re-appoint Mr. Doug Dunn as a member of our Supervisory Board for a
three-year term effective as of our 2009 AGM to expire at the end of our
2012 AGM.
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b.
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To
re-appoint Dr. Didier Lamouche as a member of our Supervisory Board
for a three-year term effective as of our 2009 AGM to expire at the end of
our 2012 AGM.
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Mr. Doug Dunn (1944) (British):
Douglas
John Dunn has been a member of our Supervisory Board since 2001 and has served
on the Audit Committee since such time. He also serves on the Strategic
Committee. He was formerly President and Chief Executive Officer of ASML Holding
N.V. (“ASML”), an equipment supplier in the semiconductor industry, a position
from which he retired in 2004. Mr. Dunn was appointed Chairman of the Board of
Directors of ARM Holdings plc (United Kingdom) in October 2006. In 2005, Mr.
Dunn was appointed to the board of Philips-LG LCD (Korea) (of which he is no
longer a board member as of February 29, 2008), TomTom N.V. (Netherlands) and
OMI, a privately-held company (Ireland) (which was sold in November 2007 and of
which he is no longer a board member), and also serves as a non-executive
director on the board of SOITEC (France). He is also a member of the audit
committees of SOITEC and TomTom N.V., and a member of the Compensation Committee
and Strategic Committee of SOITEC. In addition, he has been nominated for
appointment as a Supervisory Board member of BE Semiconductor Industries
N.V. (“BESI”) at the annual general meeting of shareholders to be held on May
12, 2009. Mr. Dunn was a
member of the Managing Board of Royal Philips Electronics in 1998. From 1996 to
1998 he was Chairman and Chief Executive Officer of Philips Consumer Electronics
and from 1993 to 1996 Chairman and Chief Executive Officer of Philips
Semiconductors (now NXP Semiconductors). From 1980 to 1993 he was CEO of Plessey
Semiconductors. Prior to this, he held several positions with Motorola
Semiconductors (now Freescale).
Mr. Dunn
holds 9,000 common shares available for exercise and 27,000 common shares not
yet available for exercise.
Dr. Didier Lamouche
(1959)
(French):
Didier
Lamouche has been a member of our Supervisory Board since 2006. Mr. Lamouche is
currently a non-voting observer on the Audit Committee of our Supervisory Board.
Dr. Lamouche is a graduate of Ecole Centrale de Lyon and holds a PhD in
semiconductor technology. He has 25 years experience in the semiconductor
industry. Dr. Lamouche started his career in 1984 in the R&D department of
Philips before joining IBM Microelectronics where he held several positions in
France and the United States. In 1995, he became Director of Operations of
Motorola’s Advanced Power IC unit in Toulouse (France). Three years later, in
1998, he joined IBM as General Manager of the largest European semiconductor
site in Corbeil (France) to lead its turnaround and transformation into a joint
venture between IBM and Infineon: Altis Semiconductor. He managed Altis
Semiconductor as CEO for four years. In 2003, Dr. Lamouche rejoined IBM and was
the Vice President for Worldwide Semiconductor Operations based in New York
(United States) until the end of 2004. Since December 2004, Dr. Lamouche has
been the Chairman and CEO of Groupe Bull, a France-based global company
operating in the IT sector. He is also a member of the Board of Directors of
CAMECA and SOITEC.
Mr.
Lamouche holds 15,000 common shares available for exercise and 27,000 common shares not
yet available for exercise.
The
candidacy of Messrs. Dunn and Lamouche as members of our Supervisory Board is
being proposed on the basis of their specific financial and technical expertise,
prior professional experience, soundness of judgment, ability to make analytical
enquiries and willingness to devote the time required to adequately perform
their activities as members of our Supervisory Board.
Agenda item 6 - Resolution
6 and shareholders’ information
To
approve the delegation to our Supervisory Board of the power to grant Mr. C.
Bozotti up to a maximum number of 100,000 common shares, in the form of Unvested
Stock Awards, for services to be rendered in 2009 as our President and CEO,
whereby the vesting of such Unvested Stock Awards will be tied to company
performance, according to predetermined and quantifiable criteria to be fixed by
our Supervisory Board upon the recommendation of its Compensation Committee,
with the objective of creating long-term value for our
shareholders.
The
Unvested Stock Awards are intended to provide an incentive to our President and
CEO to increase his efforts for the success of us by offering him an opportunity
to obtain or increase his proprietary interest in us through the vesting of the
up to 100,000 Unvested Stock Awards to be granted to him, provided the
performance conditions attached to vesting of such Awards are met.
Agenda item 7 - Resolution
7 and shareholders’ information
To
approve that the maximum number of “restricted” Share Awards under our
existing 5-year Employee Unvested Share Award Plan (2008-2012) of
thirty million five hundred thousand (thirty million five hundred thousand
shares), which number includes any Unvested Stock Awards granted to our
President and CEO as part of his compensation. The maximum number of “resticted”
shares in 2009 shall be six million one hundred (six million one hundred
thousand shares).
Under the
existing Employee Unvested Share Award Plan senior directors and management
may be granted options to receive unvested common shares out of our existing
treasury shares at no consideration subject to vesting conditions determined by
our Supervisory Board or its Compensation Committee (on behalf of our
Supervisory Board) and which will relate to company performance and continued
service with us.
Agenda item 8 - Resolution
8 and shareholders’ information
To amend
our Articles of Association in conformity with the draft notarial deed prepared
by De Brauw Blackstone Westbroek N.V., dated April 14th, 2009
and to authorize any and all lawyers practicing with De Brauw Blackstone
Westbroek N.V. to apply to the Dutch Ministry of Justice for the required
declaration of no-objection as well as to execute the notarial deed of
amendment.
The
amendments mainly result from changes in Dutch law and rules effective as of
January 1, 2009 or proposed changes in Dutch law which are expected to become
effective in the near future. The amendments and an explanation thereto are
included in the triptych as posted on our website, www.st.com. The
triptych is also available at our offices in Schiphol Airport, the
Netherlands.
Agenda item 9 - Resolution
9 and shareholders’ information
To grant
consent to us to provide information to our shareholders and other persons
entitled to attend our AGM by way of electronic means of
communication.
According
to the Dutch bill implementing the Transparency Directive, the provision of
information to our shareholders and other persons entitled to attend our AGM by
way of electronic means of communication has to be consented to by our
AGM.
Instructions to
holders of ordinary shares in the share capital of STMicroelectronics NV traded
on NYSE Euronext Paris / Milan Stock Exchange holding their shares through a
securities account with a financial intermediary
STMICROELECTRONICS
N.V.
ANNUAL
GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD ON MAY 20, 2009
Shareholders
holding STMicroelectronics NV ordinary shares on the Record Date (April 28,
2009) are entitled to attend and cast votes at the Annual General Meeting of
Shareholders on May 20, 2009.
As shareholder
holding STMicroelectronics NV ordinary shares through a securities account with
a financial intermediary, you may vote your shares by following one of the two
procedures described below:
1)
Voting in person
If you wish to
attend the Annual General Meeting of Shareholders and vote your shares in person
at the meeting, or if you wish to appoint your representative, you must ensure
that your intermediary is in possession of Appendix I, duly completed on
May 15, 2009 at 17.00 hours at the latest. Do not complete Appendix
II.
2)
Voting by proxy
If you do not wish
to attend the Annual General Meeting of Shareholders, but do wish to notify
Euroclear France S.A. of your voting instructions, please ensure that your
intermediary is in possession of Appendix II, duly completed,
on May 15, 2009 at 17.00 hours at the latest. Do not complete Appendix
I.
In
both cases you must hold your shares on April 28, 2009, but your shares do not
need to be blocked until the Annual General Meeting of
Shareholders.
Amsterdam, April
17, 2009
On behalf
of
STMicroelectronics
N.V.
Netherlands
Management Company B.V.
Registrar
YOU
SHOULD COMPLETE THIS FORM IF YOU WISH TO ATTEND THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS OF STMICROELECTRONICS N.V.
This form must be
received by your intermediary on May 15, 2009 at 17.00 hours, at the
latest
Mr./Mrs./Miss .
.. . . . . . . . . . . . . . . . . . . . . . . will attend the Annual General
Meeting of Shareholders of STMicroelectronics N.V., to be held at the Hotel
InterContinental Amstel, Professor Tulpplein 1, 1018 GX Amsterdam, the
Netherlands on Wednesday May 20, 2009 at 11.00 a.m. CET.
NAME, ADDRESS
AND RESIDENCE OF THE UNDERSIGNED SHAREHOLDER
(shareholder
owning shares through Euroclear France S.A.)
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ACCOUNT
NUMBER WITH THE ACCOUNT HOLDER OR INTERMEDIARY
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NUMBER OF
SHARES OF STMICROELECTRONICS N.V. FOR WHICH THE REQUEST IS
MADE
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NAME AND
ADDRESS OF THE ACCOUNT HOLDER
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CONTACT
TELEPHONE NUMBER OF THE INTERMEDIARY
(to be
completed by your intermediary)
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I will not be
attending the meeting and wish to be represented by:
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The undersigned
hereby requests Euroclear France S.A. to issue a power of attorney in order to
vote on behalf of Euroclear France S.A., for the number of STMicroelectronics
N.V. shares that the undersigned is entitled to.
The
undersigned hereby undertakes to hold his/her shares on the Record Date, which
is April 28, 2009
(Your shares do not
need to be blocked until the Annual General Meeting of
Shareholders)
Executed at
__________________ on __________________ 2009
_________________________________________
Signature
Appendix
II VOTING
INSTRUCTIONS FORM
YOU
SHOULD COMPLETE THIS FORM IF YOU DO NOT WISH TO ATTEND THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS OF STMICROELECTRONICS N.V. AND IF YOU WISH TO INFORM
EUROCLEAR FRANCE S.A. OF YOUR VOTING INSTRUCTIONS.
This form must be
received by your intermediary by May 15, 2009 at 17.00
hours, at the latest
EUROCLEAR FRANCE
S.A. WILL EXECUTE THESE VOTING INSTRUCTIONS AS DIRECTED.
IF NO DIRECTION IS
MADE, EUROCLEAR FRANCE S.A. WILL VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE MANAGING BOARD AND BOARD OF SUPERVISORY DIRECTORS OF STMICROELECTRONICS
N.V., WHICH RECOMMENDS A VOTE IN FAVOUR
OF EACH OF THE PROPOSALS LISTED BELOW
Mr./Mrs./Miss .
.. . . . . . . . . . . . . . . . . . . . . . . will not attend the Annual General
Meeting of Shareholders of STMicroelectronics N.V., to be held at Hotel
InterContinental Amstel, Professor Tulpplein 1, 1018 GX Amsterdam, the
Netherlands on Wednesday May 20, 2009 at 11.00 a.m. CET.
NAME, ADDRESS
AND RESIDENCE OF THE UNDERSIGNED SHAREHOLDER
(shareholder
owning shares through Euroclear France S.A.)
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ACCOUNT
NUMBER WITH THE ACCOUNT HOLDER OR INTERMEDIARY
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NUMBER OF
SHARES OF STMICROELECTRONICS N.V. FOR WHICH THE VOTING
INSTRUCTIONS ARE GIVEN
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NAME AND
ADDRESS OF THE ACCOUNT HOLDER
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CONTACT
TELEPHONE NUMBER OF THE INTERMEDIARY
(to be
completed by your intermediary)
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The undersigned
hereby authorises Euroclear France S.A. to exercise the voting instructions on
behalf of the undersigned in respect of the shares mentioned above and as
regards the following items on the agenda of the Annual General Meeting of
Shareholders (“AGM”):
Item
4a:
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Resolution
1. Adoption of
the statutory annual accounts for our 2008 financial
year
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In
favour
No. of
shares:
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Against |
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Abstention |
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Item 4b:
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Resolution
2. Adoption of a dividend of $ 0.12 per common share for our 2008
financial year
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In
favour
No. of
shares:
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Against |
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Abstention |
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Item
4c:
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Resolution
3. Discharge of the sole member of our Managing Board for his management
during the 2008 financial year
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In
favour
No. of
shares:
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Against |
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Abstention |
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Item
4d:
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Resolution
4. Discharge of the members of the Supervisory Board for their supervision
during the 2008 financial year
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In
favour
No. of
shares:
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Against |
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Abstention |
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Item
5:
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Appointment
of members of the Supervisory Board
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Resolution
5a. Re-appointment of Mr. Doug Dunn as member of our Supervisory Board for
a three year term effective as of the 2009 AGM to expire at the end of the
2012 AGM |
In
favour
No. of
shares:
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Against |
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Abstention |
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Resolution
5b. Re-appointment of Dr. Didier Lamouche as member of our Supervisory
Board for a three year term effective as of the 2009 AGM to expire at the
end of the 2012 AGM |
In
favour
No. of
shares:
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Against |
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Abstention |
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Item
6:
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Resolution
6. Approval of the stock-based portion of the compensation of the
President and CEO
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In
favour
No. of
shares:
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Against |
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Abstention |
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Item
7:
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Resolution
7. Approval of
the maximum number of "restricted" Share Awards per year under the
existing Employee Unvested Share Award
Plan
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In
favour
No. of
shares:
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Against |
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Abstention |
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Item
8:
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Resolution
8. Amendment to the Articles of
Association
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In
favour
No. of
shares:
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Against |
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Abstention |
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Item
9:
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Resolution
9. Distribution of information to our shareholders by way of electronic
means of communication
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In
favour
No. of
shares:
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Against |
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Abstention |
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The undersigned hereby
undertakes to hold his/her shares on the Record Date, which is April 28,
2009.
(Your shares do not
need to be blocked until the Annual General Meeting of
Shareholders)
Executed
at on 2009
_______________
Signature
ISSUED SHARE CAPITAL AND
NUMBER OF VOTING RIGHTS AT THE
CONVOCATION DATE OF THE 2009 ANNUAL GENERAL
MEETING OF
SHAREHOLDERS OF STMICROELECTRONICS N.V.
At
the convocation date (the “Convocation Date”) of the
Annual General Meeting of Shareholders of STMicroelectronics N.V. (the “Company”), being April 17,
2009, the Company’s issued share capital amounts to EUR 946,719,597.20, divided
into 910,307,305 common shares of EUR 1.04 each.
Each common share
entitles the holder thereof to cast one vote. However, treasury shares (i.e.,
shares held by the Company itself) do not carry voting rights.
At
the Convocation Date the Company holds 35,979,531 treasury shares (out of the
910,307,305 issued common shares).
Consequently, at
the Convocation Date there are 874,327,774 voting rights.
In
summary:
Issued Share
Capital at the Convocation Date
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: 910,307,305
common shares
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Number of
voting rights at the Convocation Date
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:
874,327,774
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