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February 28, 2005
Nortel Provides Status Update
TORONTO – Nortel Networks* Corporation [NYSE/TSX:NT] and its principal operating subsidiary, Nortel Networks Limited (“NNL”), provided a status update pursuant to the alternative information guidelines of the Ontario Securities Commission. These guidelines contemplate that the Company and NNL will normally provide bi-weekly updates on their affairs until such time as they are current with their filing obligations under Canadian securities laws. Filing of Financial Statements for Third Quarter 2004 and Year 2004 The Company expects that it and NNL will file their unaudited financial statements for the third quarter of 2004, and related Quarterly Reports on Form 10-Q (the “2004 Third Quarter Reports”) and corresponding Canadian filings, by the end of March 2005, and their audited financial statements for the year 2004, and related Annual Reports on Form 10-K (the “2004 Annual Reports”) and corresponding Canadian filings, by the end of April 2005. The Company and NNL will therefore each be filing with the United States Securities and Exchange Commission (the “SEC”) a Form 12b-25 Notification of Late Filing relating to the delay in filing their 2004 Annual Reports. The Company’s expectation as to timing of filing their financial statements is subject to change due to limitations including: previously announced material weaknesses in the Company’s internal control over financial reporting and the review or audit of the Nortel financial statements by the Company’s external auditors. In addition, the Company continues to work with its external auditors on the internal control reports required for the first time in connection with the 2004 Annual Reports under s.404 of the Sarbanes-Oxley Act of 2002. Also, the Company announced that it ended 2004 with approximately US$3.7 billion in cash. Annual Shareholders’ MeetingAs previously announced, the Company was granted an order by the Ontario Superior Court of Justice extending the time for calling the Company’s 2004 Annual Shareholders’ Meeting (the “Meeting”) to a date no later than May 31, 2005 or such later date as the Court may further permit. This extension was obtained, after discussions with the Staff of the SEC, to permit compliance with a specific SEC rule which would require, in these circumstances, that the Company provide to shareholders its 2004 audited financial statements either prior to or concurrently with the mailing of the proxy materials for the Meeting. As this would not be possible if the Meeting were to be held by May 31, 2005 in light of the Company’s current expectation as to the timing for filing its 2004 audited financial statements, the Company intends to seek a Court order extending the time for holding the Meeting to a date no later than June 30, 2005. If the order is granted, the Company intends to hold a combined Annual Shareholders’ Meeting for fiscal years 2003 and 2004 by such date. Debt Securities As a result of the delay in filing the Company’s and NNL’s 2004 Third Quarter Reports and the anticipated delay in filing their 2004 Annual Reports, the Company and NNL are not in compliance with their obligations to deliver their SEC filings to the trustees under their public debt indentures. While a notice of default could have been given at any time after March 30, 2004 by holders of at least 25 percent of the outstanding principal amount of any relevant series of debt securities, neither the Company nor NNL has received any such notice as of February 25, 2005. EDC Support Facility As previously announced, the current waiver from Export Development Canada (“EDC”) of certain defaults related to the delayed filings and related breaches under the EDC performance-related support facility (the “EDC Support Facility”) will expire on March 15, 2005. As the Company and NNL currently expect to file the 2004 Third Quarter Reports by the end of March 2005, EDC will have the right, on March 15, 2005 (absent a further waiver in relation to the delayed filings and related breaches), to terminate the EDC Support Facility, exercise certain rights against collateral or require NNL to cash collateralize all existing support. In addition, EDC will also have this right on March 30, 2005 (absent a further waiver) as the Company and NNL do not expect to deliver their 2004 Annual Reports by such date. While NNL intends to seek a new waiver from EDC in connection with the delay in filing the 2004 Third Quarter Reports and 2004 Annual Reports, there can be no assurance that NNL will receive a new waiver or as to the terms of any such waiver. For other information on the EDC Support Facility and related breaches, see the Company’s press release “Nortel Announces New Waiver from Export Development Canada” dated February 15, 2005. The Company and NNL reported that there have been no material developments in the matters reported in their status updates of June 2, 2004 through February 1, 2005; and the Company’s press release “Nortel Announces New Waiver from Export Development Canada” dated February 15, 2005, with the exception of the matters described above. The Company’s and NNL’s next bi-weekly status update is expected to be released during the week of March 14, 2005.
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