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The delay in filing certain of our Reports could cause the Toronto Stock Exchange and/or the New York Stock Exchange to commence
suspension or delisting procedures in respect of Nortel Networks Corporation common shares or other of our or NNL’s listed
securities.
Although we have cured breaches of the TSX’s and NYSE’s continued listing requirements caused by the delayed filing of our and NNL’s
2003 Annual Reports, the delayed filing of certain of our Reports causes us to continue to be in breach of these listing requirements. Although
each of the NYSE and TSX has verbally confirmed that it has not commenced, nor has any intention of commencing, any suspension or
delisting procedures in respect of our and NNL’s listed securities at the date of this report, the commencement of any suspension or delisting
procedures by either exchange remains, at all times, at the discretion of such exchange and would be publicly announced by the exchange.
Pending the filing of our and NNL’s 2003 Annual Reports, the NYSE had permitted our and NNL’s listed securities to continue to be traded on
the exchange for the three month period ended March 31, 2005. In exercising the discretion relating to the grant of that additional three month
period and the continued listing of our and NNL’s securities in light of the delayed filing of certain of our Reports, the NYSE’s procedures
provide that the NYSE would consider, among other things, the likelihood of the relevant Reports being filed, the Company’s and NNL’s
general financial status and the frequency and detail of the Company’s and NNL’s ongoing disclosures to the market on the status of such
filings.
If a suspension or delisting were to occur, there would be significantly less liquidity in the suspended or delisted securities. In addition, our
ability to raise additional necessary capital through equity or debt financing, and attract and retain personnel by means of equity compensation,
would be greatly impaired. Furthermore, with respect to any suspended or delisted securities, we would expect decreases in institutional and
other investor demand, analyst coverage, market making activity and information available concerning trading prices and volume, and fewer
broker-dealers would be willing to execute trades with respect to such securities. A suspension or delisting would likely decrease the
attractiveness of our common shares or other listed securities of Nortel Networks Corporation and NNL to investors and cause the trading
volume of our common shares or other listed securities of Nortel Networks Corporation and NNL to decline, which could result in a decline in
the market price of such securities.
Continuing negative publicity may adversely affect our business and the market price of our publicly traded securities.
As a result of the First Restatement and Second Restatement, we have been the subject of continuing negative publicity. This negative publicity
has contributed to significant declines in the prices of our publicly traded securities. This negative publicity may have an effect on the terms
under which some customers and suppliers are willing to continue to do business with us and could affect our financial performance or
financial condition. We also believe that many of our employees are operating under stressful conditions, which reduce morale and could lead
to increased employee turnover. Continuing negative publicity could have a material adverse effect on our business and the market price of our
publicly traded securities.
As a result of the delay in the filing of our 2003 Annual Report (containing our audited consolidated financial statements for the year ended
December 31, 2003), we were required to apply to the Ontario Superior Court of Justice for an order permitting the postponement of our 2004
Annual Shareholders’ Meeting. The Ontario Superior Court of Justice granted that order, which permitted us to extend the time for calling the
meeting to a date not later than December 31, 2004, or such later date as the Court may permit. As a result of the continued delay in the filing
of our 2003 Annual Report, in October 2004 we announced that we intended to seek a further order extending the time for calling the meeting
to a date no later than March 31, 2005, which order the Court granted on December 10, 2004. A further extension to a date no later than
May 31, 2005 was obtained from the Court on December 21, 2004 to permit us to comply with a specific SEC rule which would require us, in
our circumstances, to provide to shareholders our 2004 audited financial statements either prior to or concurrently with the mailing of proxy
materials for the Meeting. This postponement has, among other things, contributed to the continuing negative publicity related to us, which
may adversely affect our business and the market price of our publicly traded securities.
We may not be able to attract or retain the personnel necessary to achieve our business objectives.
Competition for certain key positions and specialized technical personnel in the high-technology industry remains strong. Our future success
depends in part on our continued ability to hire, assimilate in a timely manner and retain qualified personnel, particularly in key senior
management positions and in our key areas of potential growth. An important factor in attracting and retaining qualified employees is our
ability to provide employees with the opportunity to participate in the potential growth of our business through programs such as stock option
plans, restricted stock unit plans and employee investment and share purchase plans. The scope and value of these programs will be adversely
affected by the volatility or negative performance of the market price for our common shares.
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