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STMicroelectronics Announces Results of Annual General Meeting Shareholders Approve all Proposed Resolutions

GENEVA, March 28, 2002 - STMicroelectronics N.V. (NYSE: STM) announced today that all proposed resolutions were approved at its Annual General Shareholders' Meeting. The approved resolutions include:

i- The re-appointment of the current Supervisory Board members -- Messrs Dullieux, Dunn, Gallo, Gavois, Noblanc, Ovi, Steve, de Waard and White -- for a three-year term.

ii- The re-appointment of Mr. Pasquale Pistorio to a three-year term as the ST's President and Chief Executive Officer.

iii- The re-appointment of PricewaterhouseCoopers as auditors for a three-year term.

All three-year terms will expire on the date of the Annual General Meeting in 2005.

iv- The distribution of a cash dividend of $0.04 per share, consistent with last year's cash dividend payment. Starting from April 22, 2002, STMicroelectronics shares will be quoted ex dividend on all markets on which they are listed (New York, Paris and Milan).

For holders of shares listed on the NYSE, the record date for the distribution of dividends will be April 24, 2002, and payment date will be April 29, 2002

Following the Shareholders' Meeting, the Supervisory Board which also met on March 27, 2002 decided to appoint :

Mr Bruno Steve as its Chairman
Mr. Jean-Pierre Noblanc as its Vice Chairman

About STMicroelectronics
STMicroelectronics, the world's third largest independent semiconductor company, is a global leader in developing and delivering semiconductor solutions across the spectrum of microelectronics applications. An unrivalled combination of silicon and system expertise, manufacturing strength, (IP) Intellectual Property portfolio and strategic partners positions the Company at the forefront of System-on-Chip (SoC) technology and its products play a key role in enabling today's convergence markets. The Company's shares are traded on the New York Stock Exchange, on Euronext Paris and on the Milan Stock Exchange. In 2001, the Company's net revenues were $6.36 billion and net earnings were $257.1 million. Further in-formation on ST can be found at www.st.com.
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