Nortel

Nortel

March 17, 2005 14:41 ET

Nortel Networks Corporation Shareholder Proposals


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: NORTEL

NYSE, TSX SYMBOL: NT

MARCH 17, 2005 - 14:41 ET

Nortel Networks Corporation Shareholder Proposals

TORONTO--(CCNMatthews - Mar 17, 2005) -

Nortel Networks Corporation (NYSE:NT)(TSX:NT) announced today that in
connection with its planned combined 2004/2005 annual meeting of
shareholders to be held this year following the filing of the Company's
2004 audited financial statements (the "Meeting"), eligible shareholders
of the Company may propose matters for a vote by the Company's
shareholders at the Meeting. The Company is publishing today certain
eligibility and procedural requirements in order to assist shareholders
in understanding the requirements of applicable law and expedite the
timely submission and processing of shareholder proposals.

The Company will consider a shareholder's proposal for inclusion in its
proxy materials for the Meeting if the Company receives the proposal in
writing, no later than 5:00 p.m. (Eastern Standard Time) on March 31,
2005, provided that the following procedural and eligibility
requirements are satisfied.

Eligibility and Procedural Requirements for Shareholder Proposals

-- The proposal must be addressed to the Corporate Secretary, Nortel
Networks Corporation, 8200 Dixie Road, Suite 100, Brampton, Ontario,
Canada L6T 5P6.

-- The proposal must be accompanied by (i) the name and address of the
proposer and, if applicable, the name and address of each other
shareholder who is to be included as a supporter of the proposal, (ii)
the number of common shares of the Company owned by the proposer and, if
applicable, by the supporting shareholders and (iii) the date the shares
were acquired by the proposer and, if applicable, the supporting
shareholders.

-- The proposal, including any supporting statement, must not exceed
500 words.

-- The shareholder submitting the proposal, either alone or together
with any supporting shareholders, or the supporting shareholders
together without the proposer, must be the beneficial or registered
holder of common shares of the Company having an aggregate market value
of at least Cdn. $2,000, or the United States dollar equivalent, and
must have continuously held such shares for at least six months prior to
the date of submission of the proposal.

-- Proposers and, if applicable, supporting shareholders, whose common
shares of the Company are beneficially held indirectly through another
person or entity (e.g., a broker or a bank in whose name such shares are
registered) must provide to the Company proof of beneficial ownership of
the shares. For this purpose, the Company will accept a written
statement from the registered holder of the shares verifying the number
of shares the proposer and each of the supporting shareholders, if
applicable, beneficially owns and the date such shares were acquired.
Alternatively, a proposer (and/or any supporting shareholder) who has
filed a Schedule 13D, Schedule 13G, Form 3, Form 4 and/or Form 5 with
the United States Securities and Exchange Commission reflecting
ownership of such shares as of or before the date on which the six-month
eligibility period begins, may submit copies of such forms and any
subsequent amendments reporting a change in ownership level, together
with a written statement that the proposer (or, if applicable,
supporting shareholder) has held the required number of shares
continuously for six months as of the date the proposal is submitted to
the Company.

-- If the Company believes that a proposer has not satisfied any of
these eligibility or procedural requirements in accordance with
applicable law, the Company will notify the proposer within 14 days of
receiving the proposal. The proposer will then have 21 days from the
date of receipt of the Company's notification to prove eligibility or
remedy any procedural defects. Failure to do so may result in the
exclusion of the proposal from the Company's proxy materials.

The Company will review all proposals made by eligible shareholders to
determine whether they will be included in the Company's proxy materials
for the Meeting. If the Company intends to omit a proposal, which it may
do in certain circumstances prescribed under applicable law, it will
notify the proposer of such intention and the reasons for doing so.

Shareholder proposals that are accepted must be presented by the
proposer or a representative of the proposer at the Meeting. If the
Company chooses to do so, it may include a statement supporting or
opposing the proposal and the reasons why the Company recommends voting
for or against the proposal in its proxy materials for the Meeting.

The Company received an order from the Ontario Superior Court of Justice
extending the time for calling the Company's 2004 annual meeting of
shareholders to a date no later than June 30, 2005. The Company plans to
hold the combined 2004/2005 annual meeting of shareholders as soon as
reasonably possible within the extended time period granted by the Court.

About Nortel

Nortel is a recognized leader in delivering communications capabilities
that enhance the human experience, ignite and power global commerce, and
secure and protect the world's most critical information. Serving both
service provider and enterprise customers, Nortel delivers innovative
technology solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband designed to
help people solve the world's greatest challenges. Nortel does business
in more than 150 countries. For more information, visit Nortel on the
Web at www.nortel.com. For the latest Nortel news, visit
www.nortel.com/news.

Certain information included in this press release is forward-looking
and is subject to important risks and uncertainties. The results or
events predicted in these statements may differ materially from actual
results or events.

Factors which could cause results or events to differ from current
expectations include, among other things: the outcome of regulatory and
criminal investigations and civil litigation actions related to Nortel's
restatements and the impact any resulting legal judgments, settlements,
penalties and expenses could have on Nortel's results of operations,
financial condition and liquidity; the findings of Nortel's independent
review and implementation of recommended remedial measures; the outcome
of the independent review with respect to revenues for specific
identified transactions, which review will have a particular emphasis on
the underlying conduct that led to the initial recognition of these
revenues; the restatement or revisions of Nortel's previously announced
or filed financial results and resulting negative publicity; the
existence of material weaknesses in Nortel's internal controls over
financial reporting; the impact of Nortel's and NNL's failure to timely
file their financial statements and related periodic reports, including
breach of its support facility and public debt obligations and Nortel's
inability to access its shelf registration statement filed with the
United States Securities and Exchange Commission ("SEC"); ongoing SEC
reviews, which may result in changes to our public filings; the
potential delisting or suspension of Nortel's and NNL's publicly traded
securities; the impact of management changes, including the termination
for cause of Nortel's former CEO, CFO and Controller in April 2004; the
sufficiency of Nortel's restructuring activities, including the work
plan announced on August 19, 2004 as updated on September 30, 2004,
including the potential for higher actual costs to be incurred in
connection with restructuring actions compared to the estimated costs of
such actions;

cautious or reduced spending by Nortel's customers; fluctuations in
Nortel's operating results and general industry, economic and market
conditions and growth rates; fluctuations in Nortel's cash flow, level
of outstanding debt and current debt ratings; Nortel's ability to
recruit and retain qualified employees; the use of cash collateral to
support Nortel's normal course business activities; the dependence on
Nortel's subsidiaries for funding; the impact of Nortel's defined
benefit plans and deferred tax assets on results of operations and
Nortel's cash flow; the adverse resolution of class actions, litigation
in the ordinary course of business, intellectual property disputes and
similar matters; Nortel's dependence on new product development and its
ability to predict market demand for particular products; Nortel's
ability to integrate the operations and technologies of acquired
businesses in an effective manner; the impact of rapid technological and
market change; the impact of price and product competition; barriers to
international growth and global economic conditions, particularly in
emerging markets and including interest rate and currency exchange rate
fluctuations; the impact of rationalization in the telecommunications
industry; changes in regulation of the Internet; the impact of the
credit risks of Nortel's customers and the impact of customer financing
and commitments; stock market volatility generally and as a result of
acceleration of the settlement date or early settlement, which is
currently not available, of Nortel's forward purchase contracts; the
impact of Nortel's supply and outsourcing contracts that contain
delivery and installation provisions, which, if not met, could result in
the payment of substantial penalties or liquidated damages; and the
future success of Nortel's strategic alliances.

For additional information with respect to certain of these and other
factors, see the most recent Annual Report on Form 10-K and Quarterly
Report on Form 10-Q filed by Nortel with the SEC. Unless otherwise
required by applicable securities laws, Nortel disclaims any intention
or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

Nortel, the Nortel logo and the Globemark are trademarks of Nortel.

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