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2006 ANNUAL MEETING RESULTS:

Avaya held its 2006 Annual Meeting of Shareholders on February 10, 2006. At that meeting, shareholders reelected Messrs. Bond and Zarrella as Class 2 Directors of the Company for a term to expire at the 2009 Annual Meeting. The results of the voting were as follows:

 

For

Withheld

Director’s Proposal –
Election of Class 2 Directors

 

 

Bruce R. Bond

380,667,255

12,048,537

Ronald L. Zarrella

380,730,170

11,985,622

The following Directors also have terms in office that continue after the 2006 Annual Meeting: Donald K. Peterson (Chairman and Chief Executive Officer), Joseph P. Landy, Mark Leslie, Philip A. Odeen, Hellene S. Runtagh, Paula Stern, Anthony P. Terracciano and Richard F. Wallman.

In addition, at the 2006 Annual Meeting, shareholders ratified the selection of PricewaterhouseCoopers LLP as Avaya’s independent auditor for fiscal 2006. The results of the voting were as follows:

 

For

Against

Abstain

Director’s Proposal – Ratification of the Selection of PricewaterhouseCoopers LLP as Independent Auditor for Fiscal 2006

384,392,715

4,644,575

3,678,500

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