psychologically, this may be another good reason to stay aboard.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 8, 1999
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NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Shareholders of
COMVERSE TECHNOLOGY, INC. (the "Company") will be held at the Huntington Hilton,
598 Broadhollow Road (Route 110), Melville, New York, on Friday, October 8,
1999, commencing at 10:00 A.M. (local time) for the following purposes:
1. To consider and act upon a proposal to amend the Certificate of
Incorporation of the Company to increase from 100,000,000 to 300,000,000 the
aggregate number of authorized shares of the Company's Common Stock, par value
$.10 per share ("Common Stock").
2. To elect nine directors who will serve as the Board of Directors of
the Company until the next annual meeting of shareholders and the election of
their qualified successors.
3. To consider and vote upon a proposal to adopt the Company's 1999
Stock Incentive Compensation Plan, under which up to 3,500,000 shares of Common
Stock may be issued as equity-based compensation to employees and directors of
the Company.
4. To consider and vote upon a proposal to amend to the Company's
Employee Stock Purchase Plan, to increase from 375,000 to 750,000 the total
number of shares of Common Stock available for purchase by participating
employees thereunder.
5. To consider and act upon a proposal to ratify the engagement of
Deloitte & Touche LLP as independent auditors of the Company for the year ending
January 31, 2000.
6. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only those shareholders of record at the close of business on August
16, 1999 are entitled to receive notice of and to vote at the Annual Meeting or
any adjournment thereof. |
