Parmalat : The Extraordinary and Ordinary Shareholders' Meeting of Parmalat S.p.A.

Microsoft Word - 2016_04_29_Assemblea_ENG PRESS RELEASE The Extraordinary and Ordinary Shareholders' Meeting of Parmalat S.p.A.

• Approved the amendments to the Bylaws
• Approved the 2015 financial statements and the distribution of a dividend of 0.017 euros on each eligible common share
• Approved the adoption of a 2016-2018 three-year cash incentive plan for the top management of the Parmalat Group
• Appointed Gabriella Chersicla Chairperson and elected a new Board of Directors comprised of nine Directors, six of whom are independent
• Elected the Chairman of the Board of Statutory Auditors

  The Shareholders' Meeting of Parmalat S.p.A., convened today on a single calling at the HOTEL MELIÃ, 19 Via Masaccio, in Milan, meeting in extraordinary session, agreed to amend the following articles of the Company Bylaws:

  • Article 2 ("Registered Office"),

  • Article 11 ("Board of Directors"),

  • Article 13 ("Obligation Incumbent Upon Directors"),

  • Article 14 ("Chairman of the Board of Directors") and

  • Article 18 ("Committees").

An updated version of the Company Bylaws will be made available to the public within the statutory deadline.

The Shareholders' Meeting, convened in ordinary session, then approved the financial statements for the 2015 reporting year, which show a net profit of 65.3 million euros (at the consolidated level the net profit amounted to 147.6 million euros) and resolved to distribute a dividend of 0.017 euros on each eligible common share.

The dividend will be payable on May 25, 2016, with May 23, 2016 tender date for coupon No. 12, to the shares registered in the accounting records on May 24, 2016 (record date).

In addition, the Shareholders' Meeting, convened in ordinary session, approved the adoption of a 2016-2018 three-year cash incentive plan for the top management of the Parmalat Group and then proceeded with the election of the Board of Directors as follows:

The following candidates were elected to the Board of Directors:

1. Gabriella Chersicla, Chairperson (**)

2. Yvon Guérin

3. Patrice Gassenbach

4. Michel Peslier

5. Elena Vasco (*)

6. Angela Gamba (*)

7. Pier Giuseppe Biandrino(*)

8. Nicolo Dubini (*)

9. Umberto Mosetti (*)

(*) Candidates who declared that they meet the independence requirements of Article 37 of Consob Regulation No. 16191/2007, Article 148, Section 3, of Legislative Decree No. 58/1998 (the "TUF") and Article 3 of the Corporate Governance Code of Borsa Italiana S.p.A.

(**) Candidate who declared that she meets the independence requirements of Article 148, Section 3, of the TUF.

The Directors from number 1 to number 8 were drawn from slate number 1, filed by the shareholder Sofil S.a.s on April 4, 2016, while the remaining Director was drawn from slate number 2, filed also on April 4, 2016 by the shareholders FIL Investments International, Gabelli Funds LLC, Setanta Asset Management Limited, Amber Capital UK LLP and Amber Capital Italia SGR S.p.A..

Gabriella Chersicla was elected Chairperson of the Board of Directors

The term of office of the Directors will run for 3 reporting years, i.e., until the Shareholders' Meeting convened to approve the financial statements at 12/31/2018.

Lastly, the Shareholders' Meeting elected Marco Pedretti Chairman of the Board of Statutory Auditors and Matteo Tiezzi Alternate. The election took place upon the candidate being nominated by Setanta Asset Management Limited, FIL Investments International, Gabelli Funds LLC, Amber Capital UK LLP and Amber Capital Italia SGR S.p.A..

The term of office of the Chairman of the Board of Statutory Auditors shall end upon the expiration of the term of office of the current Board of Statutory Auditors, i.e., with the Shareholders' Meeting convened to approve the financial statements at 12/31/2016.

The composition of the Board of Statutory auditors is thus as follows:

1. Marco Pedretti (Chairman)

2. Giorgio Loli (Statutory Auditor)

3. Alessandra Stabilini (Statutory Auditor)

4. Saverio Bozzolan (Alternate)

5. Matteo Tiezzi (Alternate)

The Shareholders' Meeting also adopted a resolution concerning the compensation for the Board of Directors. For the Board of Directors the total compensation was set at 1 million euros before statutory tax withholdings annually for the entire Board of Directors and, for Directors serving on Board Committees, approved an additional variable compensation based on actual attendance of Committee meetings in the amount of 3,900 euros per meeting for each Committee member and 6,500 euros per meeting for each Committee Chairman.

Exhaustive information about the personal and professional background of the members of the Board of Directors, the Chairman of the Board of Statutory Auditors and the Alternate is available on the Company website www.parmalat.com - Corporate Governance page: http://www.parmalat.com/en/corporate_governance/annual_general_meeting/

Please note that, based on the information currently available, as of today's date the elected Directors did not own any Company shares.

With regard to the election of the Board of Directors, the effectiveness of the respective resolution is suspended conditional on the recording in the relevant Company Register of the resolutions adopted by the Shareholders' Meeting convened in extraordinary session.

Lastly, the Shareholders' Meeting cast a favorable vote regarding Section One of the Compensation report prepared pursuant to Article 123-ter of Legislative Decree No. 58 of February 24, 1998 (the "TUF").

During the Meeting the Report from the Statutory Auditors has been read in reply to the complaint filed by the Shareholder Amber Capital UK LLP under article 2408 of the Italian civil code. The Report shall be in the minutes of the Meeting to be published within the legislative deadline on the Company website.

Milan, April 29, 2016

Parmalat S.p.A.