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August 28, 2001 Meiningen

August 28, 2001 Meiningen. ADVA AG Optical Networking Annual shareholders meeting 2001 Executive report. 1. Brian L. Protiva, CEO August 28, 2001 Meiningen. Business development 2000 and 2001. 2. Highlights of 2000. Sales growth of 189% to EUR 59.6 million

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August 28, 2001 Meiningen

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  1. August 28, 2001 Meiningen ADVA AG Optical Networking Annual shareholders meeting 2001 Executive report 1

  2. Brian L. Protiva, CEO August 28, 2001 Meiningen Business development 2000 and 2001 2

  3. Highlights of 2000 • Sales growth of 189% to EUR 59.6 million • Total end customers of 28 metro service providers (today 37) and ca. 500 enterprises • New service provider wins, including Verizon, Swisscom, Torch Telecom, Hutchinson Global Crossing • OEM partnerships with Cisco and Siemens • Strategic marketing partnerships with Brocade, Compaq, and EMC • Opening of regional sales subsidiary in Japan and sales office in Hannover • Launch of FSP 3000 for metro networks

  4. Highlights of 2000 • Acquisition of Storage Area Networks, Cellware, First Fibre, and the Siemens Norway R&D team • Strategic investment in OptXCon • Recruitment of top-quality employees • Appointment of Brian McCann as Chief Sales & Marketing Officer • Increase in employees worldwide from 132 to 398

  5. Overview • Leading global provider of metro area and enterprise optical networking solutions • Leveraging core technology to address exploding market for metro • Aggressive growth strategy • Clearly differentiated from competitors • Technological expertise • Broad product portfolio for enterprise and metro networks • Blue-chip OEM partners and direct sales force • State-of-art manufacturing capabilities • Experienced management team

  6. Metro optical network Metro Core (regional) Metro Access (access) Enterprise/ Customer Premise (edge)

  7. Optical networking market Market growth per region* (million USD) *(including metro core DWDM, metro access DWDM, enterprise DWDM, next-generation SONET, and metro optical Ethernet technologies) Source: Pioneer Consulting, Metro Optical Networks study, May 2001

  8. Flexible and scalable Easy installation and set-up Powerful management and configuration tools Flexible service levels Cost-effective use of wavelengths Dynamic provisioning Protocol and bit-rate independence Solutions that make sense

  9. ADVA solutions Low facility costs Smallest physical footprint and lowest power consumption in the industry Intuitive end-to-end management Point-and-click provisioning and end-to-end management Low cost of installation True plug-and-play with fully integrated solutions Fast deployment Easy to upgrade with no customers downtime for faster provisioning Low initial investment Modular system concept at the most competitive price Low operational costs Reliable with 99.999% uptime and remote diagnostics and service upgrades

  10. FSP 3000 FSP 3000 FSP 3000 FSP 3000 FSP 3000 FSP 3000 ADVA solutions FSP management suite SONET/SDHtransport Metro core End-to-end seamless network management Broadband access transport for xDSL ISP/ASP PoP access FSP 1000 FSP 3000 FSP 3000 FSP 3000 FSP 1000 LAN inter- connection Metro access Storage network interconnection FSP 500 FSP 1000 FSP 2000 FSP 2000 FSP 500 FSP 500 LAN interconnection/ managed network termination Customer premise Storage & private networking FSP 500/2000 FSP 500/2000

  11. End customers • 37 service provider and ca. 500 enterprise end customers

  12. Distribution strategy OEM partners VARS and distribution partners Direct Focused direct touch model Key enterprise and service provider customers Business development team provides network consulting and RFQs/RFPs

  13. Growth strategy • Further expand customer base in the metro market • FSP 1000, FSP 2000, FSP 3000 • Execute flawlessly in R&D to drive technology leadership • Facilitate growth through strategic relationships • Expand sales and distribution channels • Leverage expertise in manufacturing of optical networking systems

  14. Challenges in 2001 • Win back investor confidence • Strengthen technology leadership • Continue to strengthen market position in metro segment • Win new customers, particularly service providers • Achieve EBIT profitability • Build up additional infrastructure resources • Secure additional liquidity

  15. Andreas G. Rutsch, CFO August 28, 2001 Meiningen Financial results 15

  16. Summary 2000 and 1999 * Pro forma financial numbers are calculated prior to accounting for purchased in-process R&D, amortization of goodwill and purchased intangible assets, and non-cash charges related to the stock option programs.

  17. Sales per product 3% Others* 1% OCM 3% CELL-ACE 5% FSP 500 11% FSP-I 77% FSP-II 1% Others* 49% OCM 13% FSP-I 37% FSP-II *Others includes ABRAXAS, MFOC, FOC, DiskLink

  18. Sales per region 3% Asia-Pacific 60% Americas 37% Europe 8% Asia-Pacific 28% Americas 64% Europe

  19. Consolidated p&l statement(U.S. GAAP)

  20. Consolidated balance sheet(U.S. GAAP)

  21. Consolidated cash flows(U.S. GAAP)

  22. ADVA employees worldwide 12 Apprentices 50 Administration, finance, IT 71 Sales, marketing, tech support 15 Quality management 99 Procurement, production 151 Research & development 4 16 21 6 43 42 Total 398 Total 132

  23. Summary six months 2001 * Pro forma financial numbers are calculated prior to accounting for purchased in-process R&D, amortization of goodwill and purchased intangible assets, and non-cash charges related to the stock option programs.

  24. Sales per productand region 1% Others* 4% CELL-ACE 11% FSP 500 11% FSP-I 65% FSP-II 8% FSP 3000 2% Asia-Pacific 22% Americas 76% Europe *Others includes ABRAXAS, MFOC, FOC, DiskLink

  25. Consolidated p&l statement(U.S. GAAP)

  26. Consolidated balance sheet(U.S. GAAP)

  27. Consolidated cash flows(U.S. GAAP)

  28. ADVA employees worldwide 15 Apprentices 53 Administration, finance, IT 90 Sales, marketing, tech support 16 Quality management 107 Procurement, production 158 Research & development 12 50 71 15 99 151 Total 439 Total 398

  29. Organizational structure • Newly-defined executive structure Brian L. Protiva Chief Executive Officer Brian P. McCann Chief Sales & Marketing Officer Stephan Offermanns Chief Operating Officer Andreas G. Rutsch Chief Financial Officer

  30. Investor relations Stockholder structure (August20, 2001 – total 33.136.768shares) Stockholder information

  31. Outlook • Continued focus on tightening cost structure • Continued optimization of balance sheet and capital structure • Qualitative growth and profitability • Win back investor confidence

  32. Andreas G. Rutsch, CFO August 28, 2001 Meiningen Explanation of agenda items 32

  33. Agenda items TOP 1: Submission of the approved adjusted annual financial statements, the group financial statements, as well as the management report of both the AG and the group for the 1999 financial year, along with the report of the Supervisory Board TOP 2: Submission of the approved annual financial statements, the group financial statements, as well as the management report of both the AG and the group for the 2000 financial year, along with the report of the Supervisory Board TOP 3: Approval of the activities of the Management Board during the 2000 financial year

  34. Agenda items TOP 4: Approval of the activities of the Supervisory Board during the 2000 financial year TOP 5: Election of new members to the Supervisory Board TOP 6: Resolution regarding the amendment of the resolution concerning the issuance of convertible bonds to members of the Supervisory Board (2001 Supervisory Board Convertible Bond) and the partial cancellation of the creation of conditional capital, as well as a corresponding amendment to the Articles of Association

  35. Agenda items TOP 7: Resolution to issue convertible bonds to the new members of the Supervisory Board ("2001 Supervisory Board Convertible Bond - II"), to create conditional capital and to amend the Articles of Association TOP 8: Resolution concerning the remuneration of the Supervisory Board TOP 9: Appointment of the auditor for financial year 2001 TOP 10:Resolution concerning the creation of additional authorized capital with a possible exclusion of subscription rights and amendment of the Articles of Association

  36. Agenda items TOP 11:Resolution regarding the clarification of the 1999 Stock Option Program TOP 12:Resolution regarding the clarification of the 2000 Stock Option Program TOP 13:Resolution regarding the amendment of the authorization to issue stock options (UK Stock Option Program), as well as the amendment of the resolution concerning the creation of conditional capital and amendment of the Articles of Association TOP 14:Resolution regarding the amendment of the authorization to issue convertible bonds and stock options

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