UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
Report
on Form 6-K dated April 21, 2010
Commission
File Number: 1-13546
STMicroelectronics
N.V.
(Name of
Registrant)
39,
Chemin du Champ-des-Filles
1228
Plan-les-Ouates, Geneva, Switzerland
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form 20-F
x Form
40-F o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Yes o No x
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Yes o No x
Indicate
by check mark whether the registrant by furnishing the information contained in
this form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- __________
Enclosure: Certain
materials relating to STMicroelectronics’ Annual General Meeting of
Shareholders, which will be held on May 25, 2010. Specifically
included are the following documents: Dutch Convocation Notice;
agenda; proposed resolutions; the issued share capital and number of voting
rights at the Convocation Date and proxy and voting
procedures.
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 25,
2010 at 11.00 hours, Netherlands time, at the Sofitel The Grand Hotel, Oudezijds
Voorburgwal 197, 1012 EX Amsterdam, the Netherlands.
Agenda:
|
1.
|
Call
to order and opening
|
|
2.
|
Report
of the Managing Board on our 2009 financial year and discussion thereof
(discussion
item)
|
|
3.
|
Report
of the Supervisory Board on our 2009 financial year and discussion thereof
(discussion
item)
|
|
4.
|
a.
|
Our
corporate governance (discussion
item)
|
|
|
b.
|
Discussion
on and adoption of our statutory annual accounts for our 2009 financial
year (voting
item)
|
|
|
c.
|
Adoption
of a dividend of US $0.28 per common share for our 2009 financial year
(voting
item)
|
|
|
d.
|
Discharge
of the sole member of our Managing Board (voting
item)
|
|
|
e.
|
Discharge
of the members of our Supervisory Board (voting
item)
|
|
5.
|
Reappointment
of members of our Supervisory Board (voting
item)
|
|
6.
|
Appointment
of PricewaterhouseCoopers Accountants N.V. as our Auditors (voting
item)
|
|
7.
|
Approval
of the stock-based portion of the compensation of our President and CEO
(voting
item)
|
|
8.
|
Authorization
to our Managing Board, for eighteen months as of our 2010 AGM, to
repurchase our shares, subject to the approval of our Supervisory Board
(voting
item)
|
|
9.
|
Question
time
|
|
10.
|
Close
|
The
agenda, the statutory annual accounts, which include the reports of the Managing
and Supervisory Boards, 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 as
well as 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 (Schiphol Boulevard 265, 1118 BH
Schiphol Airport) as of April 20, 2010 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:
|
|
·
|
as
registered shares (the shareholders and other persons entitled to attend
the AGM are included in the Company’s shareholders’
register);
|
|
|
·
|
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).
|
In
accordance with article 30 paragraph 2 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, 2010 (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 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, shareholders registered
in the European part of the Company’s shareholders’ register 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)20 673 00 16) (“NMC”) no later
than May 19, 2010. 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.
Shareholders
registered in the European part of the Company’s shareholders’ register 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 no later than May 19, 2010. 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.
Shareholders
registered in the US part of the Company’s shareholders’ register will be
contacted separately regarding their attendance, representation and/or voting at
the AGM.
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)20 673 00
16), 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 19, 2010.
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 20, 2010.
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
April 20,
2010
 |
 |
Annual
General Meeting of Shareholders
2010
Agenda
of
the Annual General Meeting of Shareholders (the “AGM”) of
STMicroelectronics
N.V., established in Amsterdam, the Netherlands, to be held
on
May 25, 2010 at 11.00 a.m. CET at the Sofitel The Grand Hotel, Amsterdam, the
Netherlands
|
|
1.
|
Call
to order and opening
|
|
|
2.
|
Report
of the Managing Board on our 2009 financial year and discussion thereof
(discussion
item)
|
|
|
3.
|
Report
of the Supervisory Board on our 2009 financial year and discussion thereof
(discussion
item)
|
|
|
4.
|
a.
|
Our
corporate governance (discussion
item)
|
|
|
b.
|
Discussion
on and adoption of our statutory annual accounts for our 2009 financial
year (voting
item)
|
|
|
c.
|
Adoption
of a dividend of US $0.28 per common share for our 2009 financial year
(voting
item)
|
|
|
d.
|
Discharge
of the sole member of our Managing Board (voting
item)
|
|
|
e.
|
Discharge
of the members of our Supervisory Board (voting
item)
|
|
|
5.
|
Reappointment
of members of our Supervisory Board (voting
item)
|
|
|
6.
|
Appointment
of PricewaterhouseCoopers Accountants N.V. as our Auditors (voting
item)
|
|
|
7.
|
Approval
of the stock-based portion of the compensation of our President and CEO
(voting
item)
|
|
|
8.
|
Authorization
to our Managing Board, for eighteen months as of our 2010 AGM, to
repurchase our shares, subject to the approval of our Supervisory Board
(voting
item)
|
|
|
9.
|
Question
time
|
|
|
10.
|
Close
|
In accordance with
article 30 paragraph 2 of our Articles of Association, our Managing Board has
determined that 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, 2010 (the “Record
Date”), in a register
designated by our Managing Board 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 as well as 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 20, 2010 up to and including the date of our AGM. These
documents will also be available on our website www.st.com.
ST Mission: to
offer strategic independence to our
partners
worldwide, as a profitable and viable
broad range
semiconductor supplier.
Proposed resolutions and
shareholders’ information
for the Annual General
Meeting of Shareholders (the “AGM”) of STMicroelectronics
N.V.
to be held on May 25,
2010 in Amsterdam, the Netherlands
Our
Supervisory Board proposes:
Agenda
item 4-a -Shareholders’ information
As
recommended by the Dutch Corporate Governance Code, as amended (the “Code”), we
are presenting our corporate governance chapter, as included in our Annual
Report, which includes the broad outline of our corporate governance structure
and compliance with the Code, to our 2010 AGM for discussion as a separate
agenda item.
Agenda
item 4-b -Resolution 1
To adopt
our statutory annual accounts for our 2009 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-c -Resolution 2
To
distribute a dividend in cash of US $0.28 per common share, in line with our
dividend policy as communicated, in four equal
installments. Information on the ex-dividend dates, the record dates
and the payment dates regarding the four installments, if adopted by our AGM, is
included in Annex A to these proposed resolutions.
Our press
release dated April 19, 2010, 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-d -Resolution 3
To
discharge the sole member of our Managing Board for his management during our
2009 financial year.
Agenda
item 4-e -Resolution 4
To
discharge the members of our Supervisory Board for their supervision during our
2009 financial year.
Agenda
item 5 -Resolution 5 and shareholders’
information
|
a.
|
To
re-appoint Mr. Raymond Bingham as a member of our Supervisory Board for a
three-year term effective as of our 2010 AGM to expire at the end of our
2013 AGM.
|
|
b.
|
To
re-appoint Mr. Alessandro Ovi as a member of our Supervisory Board for a
three-year term effective as of our 2010 AGM to expire at the end of our
2013 AGM.
|
Mr. Raymond Bingham
(1947)
Raymond
Bingham was appointed to our Supervisory Board at our 2007 AGM. He
serves on the Audit Committee and the Strategic Committee. Since
November 2006, Mr. Bingham has been a Managing Director of General Atlantic
LLC, a global private equity firm. From August 2005 to
October 2006, Mr. Bingham was a private investor. Mr. Bingham
was Executive Chairman of the Board of Directors of Cadence Design Systems Inc.,
a supplier of electronic design automation software and services, from
May 2004 to July 2005, and served as a director of Cadence from
November 1997 to July 2005. Prior to being Executive
Chairman, he served as President and Chief Executive Officer of Cadence from
April 1999 to May 2004, and as Executive Vice President and Chief
Financial Officer from April 1993 to
April 1999. Mr. Bingham also serves as a Director of Oracle
Corporation, Flextronics International, Ltd. and Dice Holdings. Mr.
Bingham has the US nationality.
Mr.
Bingham has been granted 45,000 common shares and has a right to purchase 15,000
shares in our share capital.
Mr. Alessandro Ovi
(1944)
Alessandro
Ovi was a member of our Supervisory Board from 1994 until his term expired at
our 2005 AGM. He was reappointed to our Supervisory Board at the 2007
AGM and serves on the Strategic Committee. Mr. Ovi received a
doctoral degree in Nuclear Engineering from the Politecnico in Milan and a
Master’s Degree in Operations Research from the Massachusetts Institute of
Technology. He has been Special Advisor to the President of the
European Community for five years and has served on the boards of Telecom Italia
S.p.A, Finmeccanica S.p.A. and Alitalia S.p.A. Currently, he is also a director,
and serves on the audit committee, of ENIA S.p.A. and Telecom Italia Media
S.p.A. He is also a director of LandiRenzo Spa. Mr. Ovi is
Life Trustee in Carnegie Mellon University and Member of the Board in the
Italian Institute of Technology. Until April 2000, he was the
Chief Executive Officer of Tecnitel S.p.A., a subsidiary of Telecom Italia
Group. Prior to joining Tecnitel S.p.A., Mr. Ovi was the Senior Vice
President of International Affairs and Communications at I.R.I. Mr Ovi has the
Italian nationality.
Mr. Ovi
has been granted 45,000 common shares and has a right to purchase 15,000 shares
in our share capital.
The
candidacy of Messrs. Bingham and Ovi 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
re-appoint PricewaterhouseCoopers Accountants N.V. as our external auditors for
a one-year term effective as of our 2010 AGM to expire at the end of our 2011
AGM.
Agenda
item 7 -Resolution 7 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 2010 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 8 -Resolution 8 and shareholders’
information
To
authorize our Managing Board to acquire for a consideration on a stock exchange
or otherwise up to such a number of fully paid-up common shares and/or
preference shares in our share capital as is permitted by law and our Articles
of Association as per the moment of such acquisition – other than acquisition of
shares pursuant to article 5 paragraph 2 of our Articles of
Association – for a price (i) per common share which at such moment is within a
range between the par value of a common share and 110% of the share price per
common share on Euronext Paris, the New York Stock Exchange or Borsa Italiana,
whichever at such moment is the highest, and (ii) per preference share which is
equal to the par value of a preference share increased with an amount equal to
the accrued but unpaid dividend on such preference share per the relevant
repurchase date, mutatis
mutandis calculated in accordance with article 37 paragraph 2
sub e of our Articles of Association, all subject to the approval of our
Supervisory Board, for a period of eighteen months as of the date of our 2010
AGM.
This
authorization is requested to offer our Managing Board with the approval of our
Supervisory Board the possibility to repurchase, when it is in the best interest
of the Company’s shareholders and other stakeholders for creating long term
value, a number of fully paid-up ordinary and/or preference shares, within the
limit of our Articles of Association (which is set at 10% of our issued share
capital).
Annex
A
The table
below summarizes the full schedule for the four installments:
|
Quarter
|
Ex-dividend
Date
(globally) |
Global
Record Date |
Payment
Date in Europe |
NYSE
Payment Date: on or after |
Transfer
between New York
and Dutch registered shares restricted: |
|
|
From
End of
Business in Europe on: |
Until
Open of
Business in NY on: |
|||||
|
Q2
2010
|
31-May-10*
(28-May-10 in NY)** |
2-June-10
|
3-June-10
|
8-June-10
|
28-May-10
|
3-June-10
|
|
Q3
2010
|
23-Aug-10
|
25-Aug-10
|
26-Aug-10
|
31-Aug-10
|
20-Aug-10
|
26-Aug-10
|
|
Q4
2010
|
29-Nov-10
|
1-Dec-10
|
2-Dec-10
|
7-Dec-10
|
26-Nov-10
|
2-Dec-10
|
|
Q1
2011
|
21-Feb-11
(18-Feb-11
in NY)**
|
23-Feb-11
|
24-Feb-11
|
1-Mar-11
|
18-Feb-11
|
24-Feb-11
|
* Since the Annual General Meeting
will be held on May 25, the Company will be unable to both set the
ex-dividend date for, and to pay, the first dividend installment in May
according to the usual schedule, and has therefore resolved, in coordination
with the stock exchange and with a view to ensuring the appropriate functioning
of the market for its shares from a substantive standpoint, to pay such
installment on June 3 with an ex-dividend date on May 31 (May 28
in NY). Other than as indicated below, the ex-dividend and payment
dates for the subsequent installments are consistent with the usual
schedule.
** May 31, 2010 and
February 18, 2011 are not trading days on the New York Stock
Exchange.
ISSUED SHARE CAPITAL AND
NUMBER OF VOTING RIGHTS AT THE
CONVOCATION DATE OF THE 2010 ANNUAL GENERAL MEETING OF
SHAREHOLDERS OF STMICROELECTRONICS N.V.
CONVOCATION DATE OF THE 2010 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”) to be held on
May 25, 2010 in Amsterdam, the Netherlands (the “AGM”), being April 20,
2010, the Company’s issued share capital amounts to EUR 946,732,077.20, divided
into 910,319,305 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 31,927,467 treasury shares (out of the
910,319,305 issued common shares).
Consequently,
at the Convocation Date there are 878,391,838 voting rights.
In
summary:
|
Issued
share capital at the Convocation Date
|
:
|
910,319,305
common shares
|
|
Number
of voting rights at the Convocation Date
|
:
|
878,391,838
|
If the
issued share capital and/or the number of voting rights at the record date (the
“Record Date”) for the
AGM, being April 28, 2010, which the Company’s Managing Board has set, is
different from the issued share capital and/or the number of voting rights at
the Convocation Date, the revised issued share capital and/or the number of
voting rights as per the Record Date will be published on the Company’s website
on April 29, 2010.
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 25, 2010
Shareholders
holding STMicroelectronics NV ordinary shares on the Record Date (April 28,
2010) are entitled to attend and cast votes at the Annual General Meeting of
Shareholders on May 25, 2010.
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 19, 2010 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 19, 2010 at 17.00 hours at the latest. Do not complete Appendix
I.
In
both cases you must hold your shares on April 28, 2010, but your shares do not
need to be blocked until the Annual General Meeting of
Shareholders.
Amsterdam,
April 20, 2010
On behalf
of
STMicroelectronics
N.V.
Netherlands
Management Company B.V.
Registrar
Appendix
I REQUEST FOR POWER OF ATTORNEY
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 19, 2010 at 17.00 hours CET,
at the latest
Mr./Mrs./Miss
.. . . . . . . . . . . . . . . . . . . . . . . . will attend the Annual General
Meeting of Shareholders of STMicroelectronics N.V., to be held at the Sofitel
The Grand Hotel, Oudezijds Voorburgwal 197, 1012 EX Amsterdam, the Netherlands
on Tuesday May 25, 2010 at 11.00 a.m. CET.
|
NAME,
ADDRESS AND RESIDENCE OF THE UNDERSIGNED SHAREHOLDER (shareholder owning
shares through Euroclear France S.A.)
|
|
|
ACCOUNT
NUMBER WITH THE ACCOUNT HOLDER OR INTERMEDIARY
|
|
|
NUMBER
OF SHARES OF STMICROELECTRONICS N.V. FOR WHICH THE REQUEST IS
MADE
|
|
|
NAME
AND ADDRESS OF THE ACCOUNT HOLDER
|
|
|
CONTACT
TELEPHONE NUMBER OF THE INTERMEDIARY (to be completed by your
intermediary)
|
|
|
I
will not be attending the meeting and wish to be represented
by:
|
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, 2010.
(Your
shares do not need to be blocked until the Annual General Meeting of
Shareholders)
|
Executed
at
|
|
on
|
|
2010
|
|
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 on May 19, 2010 at 17.00 hours CET,
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 the
Sofitel The Grand Hotel, Oudezijds Voorburgwal 197, 1012 EX Amsterdam, the
Netherlands on Tuesday May 25, 2010 at 11.00 a.m. CET.
|
NAME,
ADDRESS AND RESIDENCE OF THE UNDERSIGNED SHAREHOLDER
(shareholder
owning shares through Euroclear France S.A.)
|
|
|
ACCOUNT
NUMBER WITH THE ACCOUNT HOLDER OR INTERMEDIARY
|
|
|
NUMBER
OF SHARES OF STMICROELECTRONICS N.V. FOR WHICH THE VOTING INSTRUCTIONS ARE
GIVEN
|
|
|
NAME
AND ADDRESS OF THE ACCOUNT HOLDER
|
|
|
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”):
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Item
4b:
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Resolution
1. Adoption of the statutory annual accounts for our 2009 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
2. Adoption of a dividend of $ ** per common share for our 2009 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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|||
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Item
4d:
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Resolution
3. Discharge of the sole member of our Managing Board for his management
during the 2009 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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|||
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Item
4e:
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Resolution
4. Discharge of the members of the Supervisory Board for their supervision
during the 2009 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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|||
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Item
5:
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Reappointment
of members of the Supervisory Board
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Resolution
5a. Re-appointment of Mr. Raymond Bingham as member of our Supervisory Board for
a three year term effective as of our 2010 AGM to expire ath the end of our 2013
AGM
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In
favour
No.
of shares
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Against
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Abstention
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|||
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Resolution
5b. Re-appointment of Mr. Alessandro Ovi as member of our Supervisory Board for
a three year term effective as of our 2010 AGM to expire ath the end of our 2013
AGM
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In
favour
No.
of shares
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Against
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Abstention
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|||
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Item
6:
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Resolution
6. Appointment of PricewaterhouseCoopers Accountants N.V. as our
Auditors
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In
favour
No.
of shares
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Against
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Abstention
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|||
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Item
7:
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Resolution
7. 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
8:
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Resolution
8. Authorization to our Managing Board, for eighteen months as of our 2010
AGM to repurchase our shares, subject to the approval of our Supervisory
Board
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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, 2010
..
(Your
shares do not need to be blocked until the Annual General Meeting of
Shareholders)
Executed
at on 2010
| Signature |
This
form must be received by your intermediary on May 19, 2010 at 17.00 hours, at
the latest
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, STMicroelectronics N.V. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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STMicroelectronics
N.V.
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| Date: April 21, 2010 | By: | /s/ Carlo Ferro | ||
| Name: | Carlo Ferro | |||
| Title: |
Executive
Vice President and
Chief
Financial Officer
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