Issue of Debt

ABB Ltd 29 April 2002 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, JAPAN OR CANADA OR TO U.S PERSONS ABB International Finance Limited launches approx. US$ 900 million convertible bond offering Company's financial restructuring firmly on track Zurich, Switzerland, April 29, 2002 - ABB Ltd, the global power and automation technology group, said today its subsidiary, ABB International Finance Limited, is launching a convertible bond offering, expected to be approximately US$ 900 million. The proceeds will be used to refinance existing bank facilities, in order to extend the term of the Group's debt and to provide further flexibility in its capital structure. The bonds will be convertible into approximately 85 million ABB Ltd shares. The bookrunners to the offering are Credit Suisse First Boston and Schroder Salomon Smith Barney. The subscription period will commence upon issue of this statement and is expected to end by close of business today. However, the bookrunners reserve the right to close the subscription at an earlier time. The offering is being made to institutional investors outside of the U.S., Canada and Japan. The bonds will mature on or around May 16, 2007, and will bear an expected coupon of between 4.625 to 5.125 percent per annum, payable semi-annually. The conversion price is expected to be set at a premium of 25 to 30 percent to the volume-weighted average price of ABB Ltd's shares on the virt-x stock exchange on the day of pricing. The final terms and conditions will be determined and announced after close of the subscription period. Unless previously converted, the bonds will be redeemed at maturity at par. The bonds may not be called until the third anniversary of the issue expected to be on or around May 16, 2005. Thereafter, the issuer may call the bonds for redemption at their principal amount plus accrued interest, provided that the closing price of ABB Ltd's shares is at least 130 percent of the conversion price for a period of 20 out of 30 consecutive trading days. The payment and settlement date is expected to be on or around May 16, 2002. The issuer intends to list the bonds on the Luxembourg stock exchange. It is also expected that trading will commence the day after the subscription period ends. It is expected that official dealings in the bonds will commence on or about the settlement date. The issuer has obtained a rating for the bonds. The bonds will rank pari passu with the existing unsubordinated bonds which are rated A (negative outlook) by Standard & Poor's and Baa2 (negative outlook) by Moody's. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, JAPAN OR CANADA OR TO U.S PERSONS The offering is lead-managed by Credit Suisse First Boston and Schroder Salomon Smith Barney, acting as joint bookrunners and with Barclays Capital acting as a joint lead manager. ABB (www.abb.com) is a global leader in power and automation technologies that enable utility and industry customers to improve performance while lowering environmental impact. ABB has 152,000 employees in more than 100 countries. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION OR RELEASE IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) CANADA OR JAPAN OR TO U.S. PERSONS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED ('THE SECURITIES ACT'), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE BENEFIT OF U.S. PERSONS, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES. NO PUBLIC OFFERING OR PRIVATE PLACEMENT OF SECURITIES IS BEING MADE IN THE UNITED STATES. This press release has been issued by ABB International Finance Limited (the 'Company') and has been approved solely for the purposes of Section 21 of the Financial Services and Markets Act 2000 by Credit Suisse First Boston (Europe) Limited ('CSFB'), Schroder Salomon Smith Barney ('SSSB') and Barclays Capital ('BC'). CSFB, SSSB and BC are acting for the Company and no one else in connection with the offer of bonds and will not be responsible to any other person for providing the protections afforded to their respective clients, or for providing advice in relation to the proposed offer. This document has been prepared for information purposes only and is not to be relied upon in substitution for the exercise of independent judgement. It is not intended as investment advice, and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to purchase, any securities nor a recommendation to enter into any transaction; nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. Before entering into any transaction you should take steps to ensure that you understand the transaction and have made an independent assessment of the appropriateness of the transaction in light of your own objectives and circumstances, including the possible risks and benefits of entering into such a transaction. You should also consider seeking advice from your own advisers in making this assessment. The binding conditions of the offering will be published in an offering circular or prospectus subsequent to the date hereof. The decision to purchase any of the securities mentioned in this document should be made only on the basis of an offering circular or a prospectus to be issued in connection with the offering, and not this document. Information or opinions NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, JAPAN OR CANADA OR TO U.S PERSONS contained herein have been compiled from sources believed to be reliable, but neither CSFB or SSSB nor any of their subsidiaries and affiliates accepts liability for any loss arising from the use hereof or makes any representation as to its accuracy or completeness. The information contained herein is subject to change without notice. This document may not be reproduced or redistributed to any other person. Stabilisation/FSA. In connection with the offering, the managers may engage in transactions that stabilise, maintain or otherwise affect the price of the Bonds and/or the Shares referred to herein. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this term sheet comes should inform themselves about, and observe, any such restrictions. The information in this document has been provided by the Company and has not been verified by CSFB, SSSB or BC. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by CSFB, SSSB or BC or by any of their respective officers, servants or agents as to or in relation to the accuracy or completeness of this document, or any other written or oral information made available to any interested party or its advisers and any liability therefor is hereby expressly disclaimed. This information is provided by RNS The company news service from the London Stock Exchange

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