Agere Systems Shareholders Approve All Proposals at Annual Meeting Authority for Reverse Stock Split, Combination of Two Classes of Stock Granted to Board of Directors; Directors Re-Elected ALLENTOWN, Pa., Feb. 18 /PRNewswire-FirstCall/ -- Agere Systems (NYSE:AGR.ANYSE:AGR.B) today announced the preliminary results of voting at the company's annual meeting yesterday. The six proposals under consideration were all approved by shareholders, including the proposals to reclassify the company's two classes of common stock into a new, single class of common stock, the four alternative proposals to effect a reverse stock split and the proposal to make administrative changes to the company's certificate of incorporation. Over 90 percent of the votes cast approved each of the proposals. (Logo: http://www.newscom.com/cgi-bin/prnh/20040618/AGERELOGO ) The Board now has stockholder approval to reclassify the company's stock and to implement a reverse split at one of four ratios -- 1 for 10, 1 for 20, 1 for 30 or 1 for 40. The Board has not determined if or when to implement these proposals. The Board can effect a reverse split at any time before the 2006 annual meeting. In other business, directors Richard S. Hill, Arun Netravali and Harold A. Wagner were re-elected to the board, each receiving over 90 percent of the votes cast. Agere Systems is a global leader in semiconductors for storage, wireless data, and public and enterprise networks. The company's chips and software power a broad range of computing and communications applications, from cell phones, PCs, PDAs, hard disk drives and gaming devices to the world's most sophisticated wireless and wireline networks. Agere's customers include top manufacturers of consumer electronics, communications and computing equipment. Agere's products connect people to information and entertainment at home, at work and on the road -- enabling the connected lifestyle. More information about Agere is available on the company's website http://www.agere.com/. This release contains forward-looking statements based on information currently available to Agere. Agere's actual results could differ materially from the results stated or implied by those forward-looking statements due to a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, our reliance on major customers and suppliers, our ability to keep pace with technological change, our dependence on new product development, price and product competition, availability of manufacturing capacity, customer demand for our products and services, and general industry and market conditions. For a further discussion of these and other risks and uncertainties, see our annual report on Form 10-K for the fiscal year ended September 30, 2004, and our quarterly report on Form 10-Q for the quarter ended December 31, 2004. Agere disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. http://www.newscom.com/cgi-bin/prnh/20040618/AGERELOGO http://photoarchive.ap.org/ DATASOURCE: Agere Systems CONTACT: Media Inquiries: Steven Goldsmith, +1-610-712-6737, +1-484-553-0419 (mobile), , or Investor Inquiries: Sujal Shah, +1-610-712-5471, , both of Agere Systems Web site: http://www.agere.com/

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