Minutes of the Ordinary Shareholders’ Meeting - Parmalat

1 Minutes of the Ordinary shareholders Meeting On this Saturday, the twenty-ninth day of April, two thousand six, at the Paganini Auditorium, located in via Toscana, Parma, at 10:35 AM, Raffaele PICELLA, Chairman on the Board of Directors of Parmalat a company with registered office at 25 via Grassi, in Collecchio, Tax and Parma Company Register No. 04030970968 ( No. 228069), greeted the shareholders of Parmalat and called the Meeting to order. The Chairman, having assumed the chairmanship of the Meeting pursuant to Article 10 of the Bylaws, designated and, there being no opposition, did in fact appoint the undersigned Notary, Carlo Maria Canali, to the post of Meeting Secretary. He further indicated that the Minutes of the Ordinary shareholders Meeting will be drawn up as a private instrument and those of the Extraordinary shareholders Meeting will be drawn up as a public instrument.

2 The Chairman announced that: a) the Meeting being held today had been duly convened in Ordinary and extraordinary session pursuant to Article 8 of the Bylaws, by means of Notice No. S2617, which was published in the Official Gazette of the Italian Republic on March 27, 2006, Announcements Sheet No. 72, and in the following newspapers: Il Sole 24 Ore, on March 28, 2006; Il Corriere della Sera, on March 28, 2006; and Financial Times, on March 28, 2006; b) the shareholders Meeting was being held on the second calling in Ordinary session and on the third calling in extraordinary session because, as shown in the corresponding adjournment Minutes (drawn up by me, the notary author of these Minutes ), the quorum required by the Bylaws could not be reached on the preceding callings. The Chairman further stated that this shareholders Meeting was being asked to discuss and vote on the following Agenda: Ordinary Session 1) Financial statements at December 31, 2005.

3 Related and required resolutions. 2) Election of an Alternate Statutory Auditor, pursuant to Article 2401 of the Italian Civil Code. Extraordinary Session 3) Amendments to the Bylaws to comply with the provisions of Law No. 262/05 concerning the method of appointing an officer responsible for the preparation of corporate accounting documents. 4) Motion to carry out a share capital increase of not more than 95 million euros to accommodate the exercise of warrants, in accordance with Article 5 of the Bylaws. The Chairman acknowledged that: a) the Board of Directors was being represented by himself, the Chairman, and by the Directors Messrs. Enrico Bondi (Chief Executive Officer), Vittorio Mincato, Carlo Secchi, Marzio Sa , Massimo Confortini, Erder Mingoli, Ferdinando Superti Furga and Piergiorgio Alberti; the Directors Andrea Guerra and Marco De Benedetti provided acceptable explanations for their absence; b) the Board of Statutory Auditors was represented by Messrs.

4 Alessandro Dolcetti (Chairman), Enzio Bermani and Mario Magenes. The Chairman declared that the shareholders Meeting had been properly convened in Ordinary session and could validly adopt resolutions on the second calling, since 73 shareholders , representing 256,046,994 shares, equal to percent of the 1,631,999,018 shares that comprised the Company s fully issued and paid-in share capital as of the date of the Meeting , were present at the Meeting either in person or by proxy. He further indicated that: a) a list with the names of the shareholders attending the Meeting either in person or by proxy and showing the number of shares represented at the Meeting , the names of the shareholders delegating authority to vote and of the persons voting in the capacity of secured creditors, margin share buyers and beneficial owners will be kept among the Company s records; b) journalists, experts and financial analysts, whom he welcomed, were following the Meeting in separate rooms via an audiovisual hookup; c) Elena Cogliati, a representative of the independent auditors, Pricewaterhouse Coopers , was also in attendance; d) personnel placed at the entrance to the hall specifically for this purpose verified that the persons attending the Meeting were in fact entitled to do so.

5 E) in order to address technical Meeting requirements, certain service representatives specifically hired for this purpose and Company executives and employees, all of whom were carrying special identification badges, were also present at the Meeting . The Chairman then asked anyone who was not qualified to vote to make their status known before each vote was taken. He also asked anyone who would be leaving the Meeting to inform the personnel placed for this purpose at the hall s exit, so that their departure could be noted to determine the effectiveness of any voting; informed the attendees that a service of simultaneous translation was available in the Meeting hall; and that the personal data of the attendees would be processed in the manner and within the restrictions that are consistent with the obligations, tasks and purposes set forth in the applicable laws.

6 The Chairman indicated that the Meeting was being recorded for the purpose of drawing up the corresponding Minutes , that the Minutes of the Meeting would present speeches only in summary form and that verbatim transcripts would be produced only upon request. The Chairman stated that, based on available information, each of the following shareholders own more than 2 percent of the voting shares: 1) Capitalia : 84,845,406 shares, equal to percent of the share capital; 2) Harbert Distressed Inv. Fund: 47,002,990 shares, equal to percent of the share capital; 3) JP Morgan Chase & Co.: 41,695,284 shares, equal to percent of the share capital; 4) Banca Intesa , directly and through subsidiaries: 36,534,607 shares, equal to percent of the share capital; 5) Davidson Kempner Capital Management: 33,152,395 shares, equal to percent of the share capital; 6) Lehman Brothers Holdings Inc.

7 , directly and through subsidiaries: 33,408,939 shares, equal to percent of the share capital. The Chairman further indicated that voting on the items on the agenda would be carried out by means of a televoting system. In order to facilitate the progress of the Meeting , the Chairman asked the attendees to comply with the following rules: 2a) speeches should be limited to the items on the Agenda; b) during the discussion, speeches should not be longer than 10 Minutes ; c) requests to speak could be made by completing a form included among the documents provided to shareholders upon accreditation and by submitting the form to service personnel at stations established for this purpose; d) speeches would be scheduled in the order in which the forms were submitted; e) shareholders who wished to speak and had submitted the form referred to above would be invited to do so at stations established for this purpose; f) answers to any questions raised would be provided after a brief adjournment.

8 G) responses would be allowed, but should be kept reasonably short. Lastly, the Chairman informed the shareholders that on March 31, 2006, the Report of the Board of Directors on the items on the Meeting s Agenda was made available to the public at the Company s registered office and at the offices of Borsa Italiana (the company that operates the Italian securities exchange) and was posted on the Company s website, as required by Article 3 of Ministry of Justice Decree No. 437 of November 5, 1998; and that the following significant events had occurred prior to the date of the Meeting : a) On March 30, 2006, the legal protection from actions by creditors that is available to the Parmalat Group pursuant to Article 804 of the Bankruptcy Law, which had previously been extended, was again extended to June 2, 2006.

9 B) On March 31, 2006, Guido Angiolini resigned and Pierluigi De Angelis took over as the Company s CFO. c) On April 6, 2006, in accordance with the terms of the Proposal of Composition with Creditors, the Company informed the public that it had disbursed the amounts owed to preferential creditors whose claims were included in the list of verified claims. Out of a total originally set at million euros, claims amounting to million euros were satisfied by delivering shares of stock to the holders of preferential or prededuction claims who had waived their preferential rights, opting instead for the status of unsecured creditors; d) On April 21, 2006, after handing down its decision on April 5, 2006, Italy s Constitutional Court filed the text of the decision by which it rejected as patently unfounded the issues raised by the Court of Parma with regard to the constitutionality of Article 6 of the Marzano Law in light of the provisions of Article 3 of the Constitution.

10 The Chairman indicated that packages of Parmalat products would be made available at the end of the Meeting and that he hoped that the attendees would enjoy them as shareholders and, more importantly, as consumers. Turning then to the first item on the Agenda 1) Financial statements at December 31, 2005. Related and required resolutions the Chairman suggested reading the Report of the Board of Directors, which had been made available to the public within the statutory deadline and had been distributed to the attendees. The Chairman asked the Meeting to vote on a motion submitted by a shareholder asking that the reading of the Report of the Board of Directors be skipped. By unanimous consent, the reading of the Report of the Board of Directors was skipped. The Chairman then asked the shareholders Meeting to review the annual financial statements, copies of which had been made available to the public at the Company s registered office and at the offices of Borsa Italiana and posted on the Company s website.