Alcatel Shareholders Meeting of September 20, 2000: Shareholders Approve Tracking Stock.

Business Editors and High Tech Writers

PARIS--(BUSINESS WIRE)--Sept. 20, 2000

Alcatel shareholders today voted to modify the company's by-laws to allow the issuance of Alcatel Optronics Tracking Stock (which will be denominated as "Class O shares") within the overall capital structure of the company. Upon the distribution of Class O shares, pre-existing Alcatel shares will be re-denominated as "Class A shares."

By introducing a stock which will "track" the financial performance of the Alcatel Optronics Division in the form of Class O shares, Alcatel believes it will enhance market recognition of the Optronics Division's value. The tracking stock will also increase Alcatel's ability to respond to strategic opportunities in the optical components industry, while maintaining control over the Division, which is a strategic business.

Alcatel's Optronics Division designs, manufactures and sells high performance optical components, modules and integrated sub-systems for use in terrestrial and submarine optical telecommunications networks. Alcatel's Optronics Division is a leading provider of Dense Wavelength Division Multiplexing (DWDM) active components, and has experience in integrating active and passive components and modules into sub-systems.

Subject to regulatory approval as well as prevailing market and other conditions, Alcatel intends to complete the public offering of the Alcatel Optronics tracking stock at the beginning of Q4 2000.

Shareholders also passed resolutions modifying and renewing board authorizations (which were previously granted in June 1999 and May 2000) to now permit the creation of the Class O shares. These authorizations principally allow the Board of Directors to:

-- Initiate a share buy-back program of either Class A and/or Class O shares;

-- Initiate a registered share capital reduction program through the
cancellation of re-purchased Class A and/or Class O shares;

-- Increase the registered share capital through the issuance of Class A and/or
Class O shares (with or without preferential subscription rights) or warrants
and/or securities which would grant a present or future right to Alcatel
shares;

-- Increase the registered share capital through the issuance of Class A and/or
Class O shares to group employees;

-- Grant options to purchase Class A and/or Class O shares.

The shareholders also approved a resolution placing a limit on the issuance of securities as follows: Euro 750 million for capital increases (Class A and Class O shares combined); Euro 6,000 million for negotiable debt instruments.

Finally, the shareholders approved the appointment of Mr. Paolo Fresco, President of Fiat S.p.A., to the Board of Directors.

About Alcatel

Alcatel builds next generation networks, delivering integrated end-to-end voice and data communications solutions to established and new carriers, as well as enterprises and consumers world-wide. With 120,000 employees and sales of EUR 21.3 billion ($25 billion), Alcatel operates in more than 130 countries.