Parmalat : Amended Notice of Extraordinary and Ordinary Shareholders' Meeting

Microsoft Word - Amended_Notice_Shareholders' Meeting.doc

"PARMALAT S.p.A." Registered Office: 4 Via delle Nazioni Unite, Collecchio (Parma) Italy Approved Share Capital €1,940,000,000 - €1,855,082,338 subscribed and paid-in Parma Company Register, Tax I.D. and VAT No. 04030970968

Company subject to guidance and coordination by B.S.A. S.A.

Amended Notice of Extraordinary and Ordinary Shareholders' Meeting

Reference is hereby made to the Extraordinary and Ordinary Shareholders' Meeting convened, on a single calling, by means of a notice published on March 11, 2016 on the Company website, for April 29, 2016, at 2:00 PM at the Hotel Meliã, at 19 via Masaccio, in Milan.

In this regard, the Company announces that on March 21, 2016, it received a letter from the shareholder Sofil S.a.s. requesting, pursuant to Article 126-bis of Legislative Decree No. 58/1998 (the "TUF"), that the Agenda of the Shareholders' Meeting be amended with the addition of the following item, which shall be discussed and resolved upon by the Shareholders' Meeting convened in Extraordinary Session:

"Motions to amend Article 2, Paragraph 1, and Article 11, Paragraphs 10, 11 and 12 of the Company Bylaws. Pertinent and related resolutions,"

and the motion regarding the election of the Board of Directors, as set forth in the Fourth Item on the Agenda of the Shareholders' Meeting, Ordinary Session.

The Agenda listed in the Notice of Shareholders' Meeting, amended in accordance with the request received by the Company with the addition to the Agenda of a new Item 1 and, consequently, the renumbering to Item 2 of the original sole item on the Agenda, is reproduced below.

Therefore, the Shareholders' Meeting is being convened to vote on the following:

Agenda

Extraordinary Session

1. Motions to amend Article 2, Paragraph 1, and Article 11, Paragraphs 10, 11 and 12 of the Company Bylaws. Pertinent and related resolutions.

2. Motion to amend the provisions of Articles 11, 13, 14 and 18 of the Company Bylaws. Pertinent and related resolutions.

Ordinary Session

1. Financial statements of Parmalat S.p.A. at December 31, 2015 and appropriation of the year's net profit. Pertinent and related resolutions. Presentation of the consolidated financial statements at December 31, 2015. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors.

2. Compensation Report: Compensation Policy.

3. 2016-2018 Three-year Cash Incentive Plan for the top management of the Parmalat Group. Pertinent and related resolutions.

4. Election of the Board of Directors after determining the number of Directors and the length of their term of office. Election of the Chairman of the Board of Directors. Determination of the respective compensation. Pertinent and related resolutions.

5. Filling of vacancies on the Board of Statutory Auditors and election of the Chairman of the Board of Statutory Auditors. Pertinent and related resolutions.

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Supporting Documents

The motion and the corresponding Explanatory Report concerning the First Items on the Agenda of the Extraordinary Session and the amended Explanatory Report for the Fourth item on the Agenda of the of the Ordinary Session will be available within the statutory deadline at the Company's registered office, 4 Via delle Nazioni Unite, in Collecchio, Parma, through the 1info storage mechanism (www.1Info.it) and on the Company website:

www.parmalat.com/it/corporate_governance/assemblea_azionisti/. Shareholders may view these documents and request copies of them.

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Election of the Board of Directors

The effectiveness of any resolutions that will be adopted by the Shareholders' Meeting concerning the election of the Board of Directors will be conditional on the effectiveness of the resolutions adopted by the Shareholders' Meeting, Extraordinary Session, (and, consequently, on their recording in the corresponding Company Register) if the abovementioned resolutions are adopted by the same Shareholders' Meeting; therefore, the members of the Board of Directors will be elected in accordance with the new wording of the provisions of the Bylaws, as approved by the Shareholders' Meeting.

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For information regarding:

• attending and voting at the Shareholders' Meeting (please keep in mind that the record date is April 20, 2016);

• attending and voting at the Shareholders' Meeting by proxy and through the Designated Representative (Computershare S.p.A.);

• the availability of the Explanatory Reports regarding the items on the Agenda and the documents concerning the Shareholders' Meeting;

• the exercise of any other significant right concerning the Shareholders' Meeting;

please see the text of the Notice of Shareholders' Meeting published on March 11, 2016 and available, together with this notice, on the Company website at the address "www.parmalat.com/it/corporate_governance/assemblea_azionisti" and at the authorized storage system 1Info "www.1Info.it".

Information about the amount of the Company's share capital is also available on the Company website at the abovementioned address.

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This Notice of Shareholders' Meeting is being issued through 1Info-Sdir, stored at the authorized storage system 1Info and published on the Company website and in the newspapers Il Sole 24 Ore and Milano Finanza on April 2, 2016.

Milan, March 30, 2016

The Board of Directors by: Gabriella Chersicla Chairperson