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CA`s annual meeting highlights company`s growth strategy, commitment to best practices

CA shareholders elect all 11 directors standing for re-election
By Computer Associates Africa
Johannesburg, 02 Sept 2002

At its annual meeting of shareholders today, Computer Associates International, Inc (CA) Chairman Charles B Wang and President and CEO Sanjay Kumar highlighted the company`s growth and its commitment to best practices in all areas of its business, including , innovation and product development, corporate governance, and accounting and financial practices.

Kicking off the meeting, Wang said: "I firmly believe we have in place the right management team, the right business model, the right corporate governance policies and the right technology to see us through these difficult times and ensure that CA and its shareholders prosper in the years to come."

Kumar stated: "CA`s innovative business model, which gives our customers the flexibility to adapt their software spending to their rapidly changing business needs, is a significant competitive advantage for us. By continuing to leverage our business model and maintain a strong focus on our core areas of market leadership - enterprise management, security, storage, portal and business intelligence, application lifecycle management, and data management and application development - we will drive revenue growth and build value for shareholders."

Discussing CA`s financial results, Kumar noted: "Despite a very difficult technology market, we achieved quarterly pre-tax operating income faster than we had anticipated, ended the fiscal year with deferred subscription revenue of more than $3.2 billion and generated $1.25 billion in cash from operations for fiscal year 2002. In addition, we have paid down more than $1.5 billion in debt during our last two fiscal years."

Kumar added: "CA is well-positioned for growth. I look forward to working with CA`s outstanding management team and our dedicated employees to provide innovative, high-ROI solutions to our customers around the world."

Kumar also highlighted steps CA and its board have taken in the past year to ensure that its corporate governance and accounting practices are among the best of any public company, including:

* Setting specific responsibilities for board committees;

* Electing Lewis S Ranieri as the company`s first lead independent director;

* Setting term limits for independent directors; and

* Expensing stock options beginning in fiscal 2004 (starting April 1, 2003).

Also at the meeting, CA`s shareholders:

* Re-elected all 11 directors standing for election, including six independent directors elected to the board in the past year: Kenneth Cron; Robert E La Blanc; Professor Jay W Lorsch; Walter P Schuetze; Alex Serge Vieux; and Thomas H Wyman. Other directors elected today include, Russell M Artzt, Alfonse M D`Amato, Sanjay Kumar, Lewis S Ranieri and Charles B Wang. Based on an estimate by CA`s proxy solicitation advisors, all of CA`s nominees received at least 84% of the shares voted.

* Approved the company`s 2002 Incentive Plan and 2002 Compensation Plan for Non-Employee Directors.

* Ratified the appointment of KPMG LLP as CA`s independent auditors for the fiscal year ending March 31, 2003.

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Computer Associates

Computer Associates International, Inc. (NYSE: CA) delivers The Software That Manages eBusiness. CA`s world-class solutions address all aspects of e-business management through industry-leading brands: Unicenter for infrastructure management, eTrust for security management, BrightStor for storage management, CleverPath for portal and business intelligence, AllFusion for application lifecycle management, Advantage for data management and application development, and Jasmine for object-oriented database technology. Founded in 1976, CA serves organisations in more than 100 countries, including 99% of the Fortune 500 companies. For more information, visit http://ca.com.