Paris, July 27, 2006 - The Board of Directors of Alcatel (Paris : CGEP.PA and NYSE: ALA) met yesterday and approved the agenda for the shareholders meeting to be held on September 7, 2006, and the resolutions which will be submitted to the shareholders' meeting for approval.
The resolutions name the Directors and board observers (censeurs) whose appointment will be proposed to the shareholders' meeting.
- Subject to the approval of the shareholders meeting, twelve directors, six of whom are current members of the Alcatel Board of Directors and six of whom are current members of the Lucent Technologies Board of Directors, will be appointed for a four-year term.
Members from the Alcatel Board will be: Daniel Bernard, Frank W. Blount, Jozef Cornu, Jean-Pierre Halbron, Daniel Lebègue and Serge Tchuruk.
Members from the Lucent Board will be: Linnet Deily, Robert Denham, Edward Hagenlocker, Karl Krapek, Patricia Russo and Henry Schacht.
For more information on the board directors, see: http://www.alcatel.com/conferences/Board_biographies.htm
- Subject to the approval of the shareholders meeting, two board observers, Jean-Pierre Desbois and Thierry de Loppinot, representing the employee shareholders of Alcatel's Employee Investment Fund will be appointed for a two year term.
The selection process for the two independent directors, one French and one European, to be appointed in accordance with the merger agreement with Lucent Technologies, is ongoing. The two independent directors will be appointed by the new Board of Directors of the combined company immediately following the completion of the merger, subject to the approval of the subsequent shareholders' meeting.
The call to meeting notice including the full text of the resolutions will be published in the official French journal of mandatory legal notices (BALO) on August 2nd, 2006.
About Alcatel
Alcatel provides communications solutions to telecommunication carriers, Internet service providers and enterprises for delivery of voice, data and video applications to their customers or employees. Alcatel brings its leading position in fixed and mobile broadband networks, applications and services, to help its partners and customers build a user-centric broadband world. With sales of EURO 13.1 billion and 58,000 employees in 2005, Alcatel operates in more than 130 countries. For more information, visit Alcatel on the Internet: http://www.alcatel.com
Safe Harbour statement
In connection with the proposed transaction between Lucent and Alcatel, Alcatel has filed a registration statement on Form F-4 (File no. 33-133919) (the "Form F-4") to register the Alcatel ordinary shares underlying the Alcatel American Depositary Shares ("ADS") to be issued in the proposed transaction. Alcatel and Lucent have also filed, and intend to continue to file, additional relevant materials with the SEC, including a registration statement on Form F-6 (the "Form F-6" and together with the Form F-4, the "Registration Statements") to register the Alcatel ADSs to be issued in the proposed transaction. The Registration Statements and the related proxy statement/prospectus contain and will contain important information about Lucent, Alcatel, the proposed transaction and related matters. Investors and security holders are urged to read the Registration Statements and the related proxy statement/prospectus carefully, and any other relevant documents filed with the SEC, including all amendments, because they contain important information. Investors and security holders may obtain free copies of the documents filed with the SEC by Lucent and Alcatel (including the Form F-4 and, when filed, the Form F-6) through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of materials filed with the SEC by Lucent and Alcatel (including the Form F-4 and, when filed, the Form F-6) by contacting Investor Relations at www.lucent.com, by mail to 600 Mountain Avenue, Murray Hill, New Jersey 07974 or by telephone at 908-582-8500 and from Alcatel by contacting Investor Relations at www.alcatel.com, by mail to 54, rue La Boétie, 75008 Paris, France or by telephone at 33-1-40-76-10-10.
Lucent and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of Lucent in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein is included in the Form F-4 (and will be included in the definitive proxy statement/prospectus for the proposed transaction). Additional information regarding these directors and executive officers is also included in Lucent's proxy statement for its 2006 annual meeting of stockholders, which was filed with the SEC on or about January 3, 2006. This document is available free of charge at the SEC's web site at www.sec.gov and from Lucent by contacting Investor Relations at www.lucent.com, by mail to 600 Mountain Avenue, Murray Hill, New Jersey 07974 or by telephone at 908-582-8500.
Alcatel and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Lucent in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein is included in the Form F-4 (and will be included in the definitive proxy statement/prospectus for the proposed transaction). Additional information regarding these directors and executive officers is also included in Alcatel's annual report on Form 20-F filed with the SEC on March 31, 2006. This document is available free of charge at the SEC's web site at www.sec.gov and from Alcatel by contacting Investor Relations at www.alcatel.com, by mail to 54, rue La Boétie, 75008 Paris, France or by telephone at 33-1-40-76-10-10. | |
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