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Avaya Announces Results Of Voting In Association With Its AnnualShareholder Meeting

02-25-2003

Avaya Inc. (NYSE:AV), a leading global provider of communicationsnetworks and services to businesses, announced the results of votesassociated with its annual shareholder meeting held today in NorthBranch, N.J.

Avaya Inc. (NYSE:AV), a leading global provider ofcommunications networks and services to businesses, announced theresults of votes associated with its annual shareholder meetingheld today in North Branch, N.J.

Shareholders approved three alternative options Avaya proposed,giving the company the ability to institute a reverse/forward stocksplit. Shareholders approved 1-for-30, 1-for-40 and 1-for-50reverse/forward stock splits. The company said it believes areverse/forward stock split would significantly reduce shareholderaccount expenses and give holders with fewer than a minimum numberof shares after the split an efficient cost-effective way tocash-out their investments.

Avaya's shareholders also approved the 2003 Employee StockPurchase Plan. The plan allows Avaya employees to purchase Avayastock through payroll deductions.

Shareholders elected Bruce Bond, a former chairman and CEO ofPictureTel Corporation, and reelected Daniel Stanzione and RonaldZarella to the company's board of directors for three-year terms.At a board meeting following the annual meeting, the board electedAnthony Terracciano and Hellene Runtagh to the board. Runtagh mostrecently was president and CEO of the Berwind Group and Terraccianois a former chairman of Dime Bancorp.

These members join Joseph Landy, Mark Leslie, Philip Odeen,Paula Stern and Don Peterson, Avaya's CEO, on the company's boardof directors.

About Avaya
Avaya Inc. designs, builds and manages communications networks formore than 1 million businesses worldwide, including 90 percent ofthe FORTUNE 500®. Focused on businesses large to small, Avaya is aworld leader in secure and reliable Internet Protocol (IP)telephony systems and communications software applications andservices. Driving the convergence of voice and data communicationswith business applications — and distinguished by comprehensiveworldwide services — Avaya helps customers leverage existing andnew networks to achieve superior business results. For moreinformation, visit the Avaya Web site: http://www.avaya.com

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