Proxy For Special Meeting Of Stockholders - ALCATEL LUCENT - 3-1-2002

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					ASTRAL POINT COMMUNICATIONS, INC. PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 2, 2002 The undersigned, having received notice of a Special Meeting of Stockholders of Astral Point Communications, Inc. (the "Company") and revoking all prior proxies, hereby appoints Raj Shanmugaraj and Daniel P. Hayes, and each of them, attorneys of the undersigned (with full power of substitution in them and each of them) for and in the name of the undersigned to attend the Special Meeting of Stockholders of the Company to be held at the offices of Testa, Hurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetts, at 9:00 a.m. local time on April 2, 2002, and any adjournments of that meeting, and there to vote and act upon the following matters in respect of all shares of stock of the Company of each and every class which the undersigned is entitled to vote or act upon, with all powers the undersigned would possess if personally present:

1. To adopt the Agreement and Plan of Merger, dated as of January 18, 2002 by and among the Company, Alcatel, a French corporation, and Apples Acquisition Corp., a Delaware corporation and a subsidiary of Alcatel, to approve the merger and the transactions contemplated by the merger agreement. [ ] FOR [ ] AGAINST [ ] ABSTAIN 2. To approve an amendment to the Company's Fourth Restated Certificate of Incorporation, as amended, which will adjust the existing liquidation preferences of the shares of the Company's preferred stock to give effect to the applicable exchange ratios set forth in the merger agreement. [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. Upon, or with regard to, any other matters which may properly come before the meeting or any adjournments thereof. Unless otherwise expressly provided hereon, this proxy shall be deemed to apply to shares of each class and series which the undersigned has the right to vote and shall be voted either as a separate class or series and/or with all other classes or series of capital stock of the Company as provided for by the Company's Fourth Restated Certificate of Incorporation, as amended. YOU MAY REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS AT ANY TIME BEFORE IT HAS BEEN VOTED AT THE SPECIAL MEETING OF STOCKHOLDERS OF THE COMPANY. ANY STOCKHOLDER ATTENDING THE SPECIAL MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY. Attendance of the undersigned at the meeting or any adjournment of that meeting will not be deemed to revoke this proxy unless the undersigned shall affirmatively indicate at such meeting the intention of the undersigned to vote his shares in person. If the undersigned holds any of the shares of the Company in a joint capacity, this proxy is signed by the undersigned in such capacity as well as individually. PLEASE SIGN AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE AND IN NO EVENT LATER THAN MARCH __, 2002 THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR THE PROPOSALS IN ITEMS 1 AND 2 AND SHALL BE VOTED AT THE DISCRETION OF THE PROXY HOLDER FOR ANY PROPOSAL BROUGHT BEFORE THE MEETING UNDER ITEM 3. Date: _____, 2002 Signature(s): ______________Please Print Name: _______________

1. To adopt the Agreement and Plan of Merger, dated as of January 18, 2002 by and among the Company, Alcatel, a French corporation, and Apples Acquisition Corp., a Delaware corporation and a subsidiary of Alcatel, to approve the merger and the transactions contemplated by the merger agreement. [ ] FOR [ ] AGAINST [ ] ABSTAIN 2. To approve an amendment to the Company's Fourth Restated Certificate of Incorporation, as amended, which will adjust the existing liquidation preferences of the shares of the Company's preferred stock to give effect to the applicable exchange ratios set forth in the merger agreement. [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. Upon, or with regard to, any other matters which may properly come before the meeting or any adjournments thereof. Unless otherwise expressly provided hereon, this proxy shall be deemed to apply to shares of each class and series which the undersigned has the right to vote and shall be voted either as a separate class or series and/or with all other classes or series of capital stock of the Company as provided for by the Company's Fourth Restated Certificate of Incorporation, as amended. YOU MAY REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS AT ANY TIME BEFORE IT HAS BEEN VOTED AT THE SPECIAL MEETING OF STOCKHOLDERS OF THE COMPANY. ANY STOCKHOLDER ATTENDING THE SPECIAL MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY. Attendance of the undersigned at the meeting or any adjournment of that meeting will not be deemed to revoke this proxy unless the undersigned shall affirmatively indicate at such meeting the intention of the undersigned to vote his shares in person. If the undersigned holds any of the shares of the Company in a joint capacity, this proxy is signed by the undersigned in such capacity as well as individually. PLEASE SIGN AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE AND IN NO EVENT LATER THAN MARCH __, 2002 THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR THE PROPOSALS IN ITEMS 1 AND 2 AND SHALL BE VOTED AT THE DISCRETION OF THE PROXY HOLDER FOR ANY PROPOSAL BROUGHT BEFORE THE MEETING UNDER ITEM 3. Date: _____, 2002 Signature(s): ______________Please Print Name: _______________ Name listed on Stock Certificate (if different from above): _______________ If this Proxy applies to less than all shares of each class and series which the undersigned has the right to vote please indicate as to which shares of which class or series this proxy does not apply: PLEASE SIGN AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE AND IN NO EVENT LATER THAN MARCH 26, 2002.

I/We will attend the meeting.

Yes -----

No -----

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Please date this Proxy and sign exactly as your name(s) appear(s) on your stock certificate(s). A separate Proxy is required for each stockholder. Stock held jointly, in trust or otherwise is deemed to be held by a different stockholder than stock held in one's individual capacity. If you need additional proxies, please contact James J. Kelly of Testa, Hurwitz & Thibeault, LLP at (617)310-8184. When signing as attorney, agent, executor, administrator, trustee, guardian or corporate officer, please give your full title as such.

EXHIBIT 99.2 ASTRAL POINT COMMUNICATIONS, INC. 19 ALPHA ROAD CHELMSFORD, MASSACHUSETTS 01824 March 4, 2002 Dear Astral Point Communications, Inc. Stockholders: I am writing to you today about our proposed merger with Alcatel. Alcatel, a company with significantly greater financial resources than Astral Point, is well positioned to more optimally maximize Astral Point's strategic value in the telecommunications carrier marketplace and has many competitive advantages not presently available to Astral Point, such as access to a wide distribution network, a strong customer base among carriers, and the availability of financing resources to fund the growth of Astral Point's business. Alcatel and Astral Point believe that the combination of Alcatel and Astral Point solutions will create one of the most advanced and cost-effective product portfolios for current and future metropolitan optical networks in North America. We are very excited about the opportunities presented by the combination of Astral Point and Alcatel. You are cordially invited to attend a special meeting of stockholders of Astral Point to be held at the offices of Testa, Hurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetts, 02110, on April 2, 2002 at 9:00 a.m. local time. At the special meeting you will be asked to approve the merger and adopt the merger agreement and the transactions contemplated by the merger agreement. Additionally, you will be asked to approve an amendment to Astral Point's Fourth Restated Certificate of Incorporation, as amended to date, in order to adjust the liquidation preferences of the shares of Astral Point preferred stock to give effect to the applicable exchange ratios set forth in the merger agreement. The exchange ratios determine the fraction of Alcatel Class A ADSs to be received with respect to each share of Astral Point common stock and of each series of preferred stock. These proposals are discussed in more detail in the accompanying proxy statement/prospectus. As a result of the merger, Astral Point will become a wholly-owned subsidiary of Alcatel. Upon consummation of the merger each share of capital stock of Astral Point issued and outstanding immediately prior to the effective time of the merger, other than shares of capital stock of Astral Point with respect to which appraisal rights have been perfected, will be cancelled and extinguished and will be converted automatically into the right to receive a number of Class A American depositary shares of Alcatel as is more fully described in the attached proxy statement/prospectus. Alcatel Class A ADSs are listed on the New York Stock Exchange under the trading symbol "ALA". On February 28, 2002 the last reported sale price was $13.85 per Class A ADS. Each Alcatel Class A ADS represents an Alcatel Class A share. Alcatel Class A shares are quoted on the Euronext Paris SA under the trading symbol "CGE" and on February 28, 2002, the last reported sales price was E16.05 per Class A share. Approval of the merger and adoption of the merger agreement and the transactions contemplated by the merger agreement requires the affirmative vote of the holders of no less than a majority of the outstanding shares of preferred stock of Astral Point, voting separately as a single class, as well as by the holders of no less than a majority of the voting power of Astral Point's preferred stock and common stock, voting together as a single class. Approval of the amendment to the certificate of incorporation requires the affirmative vote of the holders of no less than a majority of the outstanding shares of each series of Astral Point preferred stock, each voting as a separate series; the holders of no less than a majority of the voting power of Astral Point's preferred stock, voting together as a single class; and the holders of no less than a majority of the voting power of Astral Point's preferred stock and common stock, voting together as a single class.

EXHIBIT 99.2 ASTRAL POINT COMMUNICATIONS, INC. 19 ALPHA ROAD CHELMSFORD, MASSACHUSETTS 01824 March 4, 2002 Dear Astral Point Communications, Inc. Stockholders: I am writing to you today about our proposed merger with Alcatel. Alcatel, a company with significantly greater financial resources than Astral Point, is well positioned to more optimally maximize Astral Point's strategic value in the telecommunications carrier marketplace and has many competitive advantages not presently available to Astral Point, such as access to a wide distribution network, a strong customer base among carriers, and the availability of financing resources to fund the growth of Astral Point's business. Alcatel and Astral Point believe that the combination of Alcatel and Astral Point solutions will create one of the most advanced and cost-effective product portfolios for current and future metropolitan optical networks in North America. We are very excited about the opportunities presented by the combination of Astral Point and Alcatel. You are cordially invited to attend a special meeting of stockholders of Astral Point to be held at the offices of Testa, Hurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetts, 02110, on April 2, 2002 at 9:00 a.m. local time. At the special meeting you will be asked to approve the merger and adopt the merger agreement and the transactions contemplated by the merger agreement. Additionally, you will be asked to approve an amendment to Astral Point's Fourth Restated Certificate of Incorporation, as amended to date, in order to adjust the liquidation preferences of the shares of Astral Point preferred stock to give effect to the applicable exchange ratios set forth in the merger agreement. The exchange ratios determine the fraction of Alcatel Class A ADSs to be received with respect to each share of Astral Point common stock and of each series of preferred stock. These proposals are discussed in more detail in the accompanying proxy statement/prospectus. As a result of the merger, Astral Point will become a wholly-owned subsidiary of Alcatel. Upon consummation of the merger each share of capital stock of Astral Point issued and outstanding immediately prior to the effective time of the merger, other than shares of capital stock of Astral Point with respect to which appraisal rights have been perfected, will be cancelled and extinguished and will be converted automatically into the right to receive a number of Class A American depositary shares of Alcatel as is more fully described in the attached proxy statement/prospectus. Alcatel Class A ADSs are listed on the New York Stock Exchange under the trading symbol "ALA". On February 28, 2002 the last reported sale price was $13.85 per Class A ADS. Each Alcatel Class A ADS represents an Alcatel Class A share. Alcatel Class A shares are quoted on the Euronext Paris SA under the trading symbol "CGE" and on February 28, 2002, the last reported sales price was E16.05 per Class A share. Approval of the merger and adoption of the merger agreement and the transactions contemplated by the merger agreement requires the affirmative vote of the holders of no less than a majority of the outstanding shares of preferred stock of Astral Point, voting separately as a single class, as well as by the holders of no less than a majority of the voting power of Astral Point's preferred stock and common stock, voting together as a single class. Approval of the amendment to the certificate of incorporation requires the affirmative vote of the holders of no less than a majority of the outstanding shares of each series of Astral Point preferred stock, each voting as a separate series; the holders of no less than a majority of the voting power of Astral Point's preferred stock, voting together as a single class; and the holders of no less than a majority of the voting power of Astral Point's preferred stock and common stock, voting together as a single class. Alcatel has entered into stockholder agreements with stockholders who have the right to vote more than 75% of each series of the Astral Point preferred stock, more than 75% of all of the preferred stock of Astral Point, and 78.2% of the total voting power of all of the capital stock of Astral Point as of March 1, 2002, the record date for notice of and the right to vote at the special meeting. Therefore, approval of the merger, adoption of the merger agreement and the transactions contemplated by the merger agreement and approval of the amendment to the certificate of incorporation are assured, unless the stockholder agreements are terminated according to their terms.

ASTRAL POINT'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER, THE ADOPTION OF THE MERGER AGREEMENT AND THE AMENDMENT TO ASTRAL POINT'S CERTIFICATE OF INCORPORATION AND REGARDS THE MERGER, THE ADOPTION OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY AND THE AMENDMENT TO ASTRAL POINT'S CERTIFICATE OF INCORPORATION AS ADVISABLE AND FAIR TO AND IN THE BEST INTERESTS OF ASTRAL POINT AND ITS STOCKHOLDERS. AFTER CAREFUL CONSIDERATION, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ASTRAL POINT STOCKHOLDERS VOTE FOR THE APPROVAL OF THE MERGER, THE ADOPTION OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND FOR THE APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION. Alcatel and the board of directors of Astral Point are furnishing you this proxy statement/prospectus to provide you with important information about the merger and about Alcatel. You should read this information carefully prior to making any decision regarding the approval of the merger, the adoption of the merger agreement and the transactions contemplated by the merger agreement, and the approval of the amendment to the certificate of incorporation or the exercise of your appraisal rights. So that your shares may be voted at the special meeting, I urge you, after you read this proxy statement/prospectus, to promptly complete, sign, date and return the accompanying proxy in the enclosed envelope. If you have any questions regarding this proxy statement/prospectus please feel free to call Daniel P. Hayes, Chief Financial Officer, at (978) 367-6000. Sincerely, Raj Shanmugaraj President and Chief Executive Officer NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This proxy statement/prospectus is dated March 4, 2002 and is first being mailed to Astral Point stockholders of record as of March 1, 2002 on or about March 4, 2002.

EXHIBIT 99.3 ASTRAL POINT COMMUNICATIONS, INC. 19 ALPHA DRIVE CHELMSFORD, MA 01824

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 2, 2002

TO THE STOCKHOLDERS OF ASTRAL POINT COMMUNICATIONS, INC. A special meeting of stockholders of Astral Point Communications, Inc. will be held at the offices of Testa, Hurwitz & Thibeault, LLP at 125 High Street, Boston, Massachusetts 02110, on April 2, 2002, at 9:00 a.m., for the following purposes:

ASTRAL POINT'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER, THE ADOPTION OF THE MERGER AGREEMENT AND THE AMENDMENT TO ASTRAL POINT'S CERTIFICATE OF INCORPORATION AND REGARDS THE MERGER, THE ADOPTION OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY AND THE AMENDMENT TO ASTRAL POINT'S CERTIFICATE OF INCORPORATION AS ADVISABLE AND FAIR TO AND IN THE BEST INTERESTS OF ASTRAL POINT AND ITS STOCKHOLDERS. AFTER CAREFUL CONSIDERATION, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ASTRAL POINT STOCKHOLDERS VOTE FOR THE APPROVAL OF THE MERGER, THE ADOPTION OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND FOR THE APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION. Alcatel and the board of directors of Astral Point are furnishing you this proxy statement/prospectus to provide you with important information about the merger and about Alcatel. You should read this information carefully prior to making any decision regarding the approval of the merger, the adoption of the merger agreement and the transactions contemplated by the merger agreement, and the approval of the amendment to the certificate of incorporation or the exercise of your appraisal rights. So that your shares may be voted at the special meeting, I urge you, after you read this proxy statement/prospectus, to promptly complete, sign, date and return the accompanying proxy in the enclosed envelope. If you have any questions regarding this proxy statement/prospectus please feel free to call Daniel P. Hayes, Chief Financial Officer, at (978) 367-6000. Sincerely, Raj Shanmugaraj President and Chief Executive Officer NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This proxy statement/prospectus is dated March 4, 2002 and is first being mailed to Astral Point stockholders of record as of March 1, 2002 on or about March 4, 2002.

EXHIBIT 99.3 ASTRAL POINT COMMUNICATIONS, INC. 19 ALPHA DRIVE CHELMSFORD, MA 01824

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 2, 2002

TO THE STOCKHOLDERS OF ASTRAL POINT COMMUNICATIONS, INC. A special meeting of stockholders of Astral Point Communications, Inc. will be held at the offices of Testa, Hurwitz & Thibeault, LLP at 125 High Street, Boston, Massachusetts 02110, on April 2, 2002, at 9:00 a.m., for the following purposes:

EXHIBIT 99.3 ASTRAL POINT COMMUNICATIONS, INC. 19 ALPHA DRIVE CHELMSFORD, MA 01824

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 2, 2002

TO THE STOCKHOLDERS OF ASTRAL POINT COMMUNICATIONS, INC. A special meeting of stockholders of Astral Point Communications, Inc. will be held at the offices of Testa, Hurwitz & Thibeault, LLP at 125 High Street, Boston, Massachusetts 02110, on April 2, 2002, at 9:00 a.m., for the following purposes: 1. To consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of January 18, 2002 by and among Astral Point, Alcatel, a French corporation, and Apples Acquisition Corp., a Delaware corporation and a subsidiary of Alcatel, and to approve the merger and the transactions contemplated by the merger agreement. 2. To approve an amendment to Astral Point's Fourth Restated Certificate of Incorporation which will adjust the existing liquidation preferences of the shares of Astral Point preferred stock to give effect to the applicable exchange ratios set forth in the merger agreement. Only holders of record of shares of the capital stock of Astral Point at the close of business on March 1, 2002, are entitled to notice of and to vote at the meeting. The transactions contemplated by the merger agreement are described in the accompanying proxy statement/prospectus. The full text of the amendment to Astral Point's Fourth Restated Certificate of Incorporation is attached as Annex C to the accompanying proxy statement/prospectus. EVERY STOCKHOLDER WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE SPECIAL MEETING IN PERSON IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. By Order of the Board of Directors, Raj Shanmugaraj President and Chief Executive Officer Chelmsford, Massachusetts March 4, 2002