SC 14D9

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14D–9

SOLICITATION/RECOMMENDATION STATEMENT UNDER

SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

WAVECOM S.A.

(Name of Subject Company)

WAVECOM S.A.

(Name of Person(s) Filing Statement)

Shares, nominal value €1.00 each

American Depositary Shares, evidenced by

American Depositary Receipts, each representing one Share

(Title of Class of Securities)

943531103

(CUSIP Number of Class of Securities)

Ronald D. Black

Chief Executive Officer

Wavecom S.A.

3, esplanade du Foncet

92442 Issy-Les-Moulineaux Cedex, France

Tel: +33 1 46 29 08 00

(Name, Address, and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Person(s) Filing Statement)

Copy to:

Linda Hesse	Daniel Mitz
Renaud Bonnet	Stephen Gillette
Jones Day	Jones Day
120 rue du Faubourg Saint-Honoré	1755 Embarcadero Road
75008 Paris, France	Palo Alto, CA 94303
Tel : +33 1 56 59 39 39	Tel : (650) 739 – 3939

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Item 1. Subject Company Information

(a) Name and Address.

The name of the subject company is Wavecom S.A., a French societé anonyme (the “Company”). The Company’s principal executive offices are located at 3, esplanade du Foncet, 92442 Issy-Les-Moulineaux Cedex, France. The telephone number of the Company at its principal executive offices is +33 1 46 29 08 00.

(b) Securities.

The securities to which this Solicitation/Recommendation Statement on Schedule 14D-9 (this “Statement”) relates are: (i) shares, nominal value € 1.00 each, of the Company (the “Shares”), (ii) American Depositary Shares, evidenced by American Depositary Receipts, each representing one Share (“ADSs”) and (iii) convertible bonds of the Company due January 1, 2014, bearing interest at a rate of 1.75% per annum (obligations à option de conversion et/ou d’échange en actions nouvelles ou existantes) (the “OCEANEs”). As of September 30, 2008, there were 15,820,442 Shares issued and outstanding, of which ADSs represented 1,965,592.

The OCEANEs are not registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of September 30, 2008, there were 2,571,884 OCEANEs outstanding.

Item 2. Identity and Background of the Filing Person.

(a) Name, Business Address and Business Telephone Number of the Filing Person.

The filing person is the Company. The name, business address and business telephone number of the Company are set forth in Item 1(a) above which information is incorporated by reference. The Company’s website address is www.wavecom.com. The information on the Company’s website should not be considered a part of this Statement.

(b) Tender Offer.

This Statement relates to the tender offer made by Gemalto S.A. (the “Purchaser”), a French société anonyme and a subsidiary of Gemalto N.V. (together with its subsidiaries, “Gemalto”), disclosed in a Tender Offer Statement on Schedule TO dated October 28, 2008 (as may be amended or supplemented from time to time, the “Schedule TO”), to purchase (i) Shares, including Shares issued upon the conversion of the OCEANEs, or the exercise of warrants, founder’s share warrants or stock options of the Company at a price of 7.00 euros per Share, that are held by holders who are located in the United States, (ii) ADSs held by holders wherever located, at a price equal to the U.S. dollar equivalent of 7.00 euros per Share, and (iii) OCEANEs held by holders who are located in the United States at a price of 31.30 euros plus unpaid accrued interest per OCEANE, in each case, net to the seller in cash (U.S. dollars in the case of the ADSs tendered and euros in the case of Shares or OCEANEs tendered) without interest and net of any applicable withholding taxes, upon the terms and subject to the conditions set forth in Purchaser’s U.S. Offer to Purchase, dated October 28, 2008 (the “U.S. Offer to Purchase”) and in the related U.S. Letter of Transmittal (which, together with the U.S. Offer to Purchase and any

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amendments or supplements thereto, collectively constitute the “U.S. Offer”). In addition to the U.S. Offer, the Purchaser is making a separate but concurrent offer for (i) any and all Shares that are traded on Eurolist (Compartiment B) of Euronext Paris S.A. under ISIN code FR0000073066, including Shares issued upon the conversion of the OCEANEs, or the exercise of warrants, founder’s share warrants or stock options of the Company at a price of €7.00 per Share; and (ii) any and all outstanding OCEANEs issued by the Company and traded on Eurolist of Euronext Paris under ISIN code FR0010497131, at a price of €31.30 plus unpaid accrued interest per OCEANE, in each case, net to the seller in cash without interest and net of any applicable withholding taxes, upon the terms and subject to the conditions set forth in Purchaser’s French Offer to Purchase, dated October 24, 2008 (the “French Offer to Purchase”). According to the Schedule TO, the French Offer is open to all non-U.S. holders of Shares and OCEANEs. The U.S. Offer and the French Offer are collectively referred to herein as the “Offer”.

According to the Schedule TO, (i) to the extent warrants (bons de souscription d’actions) (“BSAs”), founder’s warrants (bons de souscription de parts de créateur d’entreprise) (“BCEs”), or options to acquire Shares cannot be exercised (or the Shares issued upon exercise cannot be transferred) by their holders during the period of the Offer and any extension thereof, they are not subject to the Offer, (ii) the free shares granted to certain employees and directors of the Company and of certain of its subsidiaries are not subject to the Offer.

The Offer is conditioned upon there having been validly tendered and not withdrawn the number of Shares (including Shares represented by ADSs) representing at least 50.01% of the share capital of the Company existing as of the expiration date for the Offer.

According to the French Offer to Purchase, in the event Shares not tendered in the Offer do not represent more than 5% of the share capital or voting rights of the Company, the Purchaser intends to request that the AMF, within three months following the closing of the Offer, implement a squeeze-out of the Shares under French law. In addition, according to the French Offer to Purchase, the Purchaser intends to request that the AMF, within three months following the closing of the Offer, implement a squeeze-out of the OCEANEs if OCEANEs not tendered in the Offer do not represent more than 5% of the outstanding Shares on a fully diluted basis. Furthermore, according to the French Offer to Purchase, the Purchaser reserves its right, in the event it would hold, directly or indirectly, at least 95% of the voting rights of the Company and if a squeeze-out is not implemented, to file with the AMF a draft mandatory buyout offer. In the event of success of the Offer and a subsequent squeeze-out, according to the French Offer to Purchaser, the Purchaser would implement a liquidity mechanism based on the price of the Offer, for the benefit of the holders of Shares issuable upon exercise of outstanding warrants or stock options, if permitted and in accordance with applicable law. In addition, the Purchaser intends to implement a liquidity mechanism at the termination of the relevant holding period for holders of free Shares, based on the price of the Offer if permitted and in accordance with applicable law. Furthermore, in the event of a squeeze-out transaction or delisting of the Shares, the “prepayment” clause of the OCEANEs will apply and the general assembly of holders of OCEANEs may request that all the OCEANEs be redeemed at par value (i.e., 31.30 euros plus interest accrued but unpaid from the last interest payment date preceding the early redemption date to the effective redemption date).

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Based on the information in the Schedule TO, the principal executive offices of Purchaser are located at 6 rue de la Verrerie 92197 Meudon Cedex, France and Purchaser’s business telephone number at that address is +33 1 55 01 50 00.

Item 3. Past Contacts, Transactions, Negotiations and Agreements.

Except as described in this Statement, to the knowledge of the Company, as of the date of this Statement, there are no material agreements, arrangements or understandings, or any actual or potential conflicts of interest between the Company or its affiliates and (i) the Company or its directors, executive officers, or affiliates or (ii) the Purchaser or its directors, executive officers, or affiliates.

The Company’s directors and executive officers have entered into, or participate in, as applicable, the various agreements and arrangements discussed below.

(a) Non equity compensation

i. Directors.

For the 2007 financial year, the general shareholders’ meeting allocated a global amount of 250,000 euros for directors’ fees, which are allocated based on attendance and participation in the meetings of the Board of Directors and its specialized committees. Pursuant to a proposal by the Compensation and Nominations Committee, the Board of Directors decided, on July 24, 2007, that all directors, including the Chairman and Deputy Chief Executive Officer, would be compensated by directors’ fees. As a result the Chairman and Deputy Chief Executive Officer no longer received salaries but instead began to receive directors’ fees. In addition, during their meeting on July 24, 2007, the Board of Directors decided to distribute a one-time bonus of 10,000 euros to both the Chairman and Deputy Chief Executive Officer.

ii. Chief Executive Officer.

The Company and Ronald Black, the Company’s Chief Executive Officer, are party to a service agreement, dated July 22, 2004, as amended in 2006.

Pursuant to his service agreement, Dr. Black shall be entitled to participate in all employee benefit plans of the Company including, but not limited to pension, profit sharing, medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executives at a level commensurate with their position subject to satisfying the applicable eligibility requirements.

Dr. Black does not receive director’s fees. For the calendar year ended December 31, 2008, Dr. Black’s fixed base compensation rate is 421,500 euros and he could receive up to 401,000 euros as a performance bonus. For the calendar year ended December 31, 2007, Dr. Black’s fixed base compensation was 421,500 euros and Dr. Black received a bonus of 281,000 euros. Dr. Black also receives benefits in kind due to his expatriation, including housing and indemnities covering his children’s school tuition.

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In the event of a negotiated merger, acquisition of the Company, or hostile takeover bid on the shares of the Company that results in Dr. Black being terminated within six months following this event and if Dr. Black is not offered an opportunity to perform functions of an equivalent level, the Company has undertaken to pay Dr. Black a severance payment (except in case of gross or wrongful misconduct). The gross amount of this severance payment is equal to three times his annual fixed salary (approximately 1,264,500 euros based on Dr. Black’s annual fixed salary for the calendar year ended December 31, 2008), including the severance payment provided by the applicable collective bargaining agreement. A special bonus equal to Dr. Black’s annual fixed and variable salary for one year is triggered upon the acquisition of the Company or a change of control through a tender offer at a price which represents a premium of greater than 40% of the trading price on the date of the filing of the offer. A successful completion of the Offer would result in payment of the bonus.

iii. Executive Officers.

Except as set forth below, each executive officer receives a base salary plus variable compensation and in some cases, benefits in kind. Pursuant to customary French employment practice, in the event that an executive officer’s employment with the Company is terminated at any time for any reason, such executive officer agrees not to compete with the Company for a period of time after termination and, in return, receives compensation from the Company during that period so long as the non-compete restriction remains effective against such former executive officer. Some executive officers benefit from additional severance pay that is not related to any change in control.

(b) Equity compensation.

The Company’s shareholders have authorized the Board of Directors to create stock option plans, BCE plans, BSA plans and free share plans. Under the terms of the plans, the options, BCEs and BSAs give the holders thereof the right to purchase one share per option, BCE, or BSA, as the case may be, at an exercise price to be based on the stock market price of the Company’s shares on the grant date.

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The table below sets forth the number of stock options, BCEs, BSAs, granted to, or free shares acquired by, members of the Board of Directors or executive officers that have not been exercised:

Beneficiary	Total number granted and not exercised as of September 30, 2008	Average exercise price, weighted by volume	Number eligible to be exercised as of September 30, 2008	Average exercise price, weighted by volume	Exercise price range in euros
Ronald Black*	636,194	5.14	522,363	5.52	3.29-10.62
Olivier Beaujard	28,530	49.29	27,278	51.36	4.19-139.52
Chantal Bourgeat	40,000	7.99	31,870	7.69	4.19-11.40
Didier Dutronc	51,500	8.16	40,036	7.95	4.19-11.40
Andres Franzen	50,000	10.62	29,164	10.62	10.62
Bernard Gilly**	33,334	10.00	13,333	11.40	6.64-21.90
Philippe Guillemette	127,750	16.40	75,662	25.50	4.19-103.23
Stephen Imbler**	40,000	9.77	19,999	10.46	6.55-21.90
Stefan Lindvall	20,000	10.62	11,664	10.62	10.62
Anthony Maher**	36,667	10.06	16,666	11.25	6.55-21.90
Etienne Menut	36,000	9.23	31,206	9.14	4.19-11.40
Yann Merceron	2,000	39.18	2,000	39.18	39.18
Pierre Piver	41,000	7.60	32,244	7.28	4.19-11.40
Pierre Teyssier	51,000	14.26	40,786	15.46	4.19-39.18
Emmanuel Walckenaer	25,000	6.64	-	-	6.64

* Dr. Black’s stock options granted on May 17, 2006 are subject to a special vesting calendar and in the event of a friendly merger, acquisition of the Company or a hostile takeover, in which Dr. Black is terminated or is not offered a similar position to his current one within six months, he may exercise those stock options that would have been exercisable two years following that date, provided that he does exercise such options within 90 days of his termination. Those stock options have an exercise price of 10.62 euros.

**Hold BSA which contain an acceleration clause in the event of a change of control.

i. Stock Options.

Pursuant to the Company’s subscription and purchase stock option plans, which are each substantially in the form attached to this Statement as Exhibit (e)(3), upon a merger, sale of substantially all assets or similar change of control transaction in which the successor entity of the Company (which would be the Purchaser in the event the Offer is successful) refuses to assume all outstanding options issued under such plans or fails to provide a suitable substitute option for all such outstanding options, the Board of Directors, in its discretion, may cause all unvested stock options issued pursuant to such plans to immediately become exercisable in full. In the event the Board of Directors makes such election, it shall notify all optionholders of such election and such optionholders shall have 15 days from the date of the notice to exercise there then-fully vested stock options. Stock options that not exercised during this 15-day period will terminate and cease to represent the right to acquire Shares.

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Stock options have a four year vesting period. One quarter of the options become exercisable one year after the date of grant and the balance of the options become exercisable in increments of 1/48th of the options per month thereafter. The options expire 10 years after their issue date.

ii. BCEs.

BCEs, which were issued to certain of the Company’s employees who were French residents, expire after five years, as is required under French law. BCEs were issued to employees resident in France to take advantage of favorable tax treatment for both the employees and the Company. These tax benefits are not available for stock options granted in France. Any BCEs remaining unexercised at the expiration date automatically convert to options with substantially the same terms and conditions as the relevant BCE (including exercise price) with a five-year remaining term. Employees leaving the Company have up to three months following their date of termination of employment to exercise eligible BCEs or options. Other than with respect to vesting and expiration, the terms of the BCEs are identical to the stock options.

iii. BSAs.

BSAs are granted only to independent directors of the Company’s Board of Directors. BSAs vest as to one-third of the BSA granted per year for three years. Depending on the plan, the BSA expire either four, five or 10 years after their issue date. In the event of a change in control of the Company, and a director is either removed from office or not re-elected upon the end of his term, within six months of such change of control, any BSAs exercisable with the two years following the change of control become exercisable for 90 days after the date of the change of control and the unexercised BSAs terminate upon the expiration of such 90-day period.

iv. Free Shares.

Free shares are granted to employees and the Chief Executive Officer of the Company and to the employees of its subsidiaries. Under French law, free shares granted by the Company vest after a two year period and are therefore only effectively acquired and owned by the beneficiaries after that time. In addition, for a further two years, the beneficiary cannot transfer or sell the shares.

(c) Cash Consideration Payable Pursuant to the Offer.

If members of the Board of Directors and executive officers of the Company were to tender any Shares, ADSs or OCEANEs they own for purchase pursuant to the Offer, they would receive the same cash consideration on the same terms and conditions as other security holders of the Company. As of September 30, 2008, to the Company’s knowledge, the members of the Board and executive officers of the Company owned an aggregate of 3,403,519 Shares, in the form of Shares or ADSs (excluding options or warrants to purchase Shares and restricted or free shares), and no OCEANEs. If the members of the Board and the executive officers of the Company were to tender all Shares and ADSs owned by them pursuant to the Offer and those Shares and ADSs were purchased by the Purchaser at the price stated in the Offer, the members of the Board and executive officers of the Company would receive an aggregate of approximately €23,824,633 in cash before any required withholding deductions.

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(d) Relationships with the Purchaser.

i. Confidentiality Agreements.

The Company and Gemalto N.V. entered into a confidentiality agreement, dated June 28, 2008, (the “Confidentiality Agreement”) pursuant to which each of the Company and Gemalto N.V. agreed, among other things, to keep confidential certain information furnished to it by the other party and to use such information only for the purpose of evaluating a potential business combination.

On September 11, 2008, Aram Hékimian, shareholder and director of the Company, signed a confidentiality undertaking with substantially the same commitments as the Confidentiality Agreement referred to in the previous paragraph.

The Confidentiality Agreement and the undertaking are discussed in greater detail in Item 4 and are filed as Exhibit (e)(1) and Exhibit (e)(2), respectively, to this Statement and are each incorporated by reference in their entirety.

ii. Ongoing business relationship.

Members of the Company’s executive committee and other management have in the past and may continue to have, regular business contacts with Gemalto employees in the marketing, business development and sales departments, in particular, in the context of the development of the Company’s inSIM^® product. Except as described above, the Company has not entered into any agreements with Gemalto.

Item 4. The Solicitation or Recommendation.

(a) Recommendation of the Board.

At a special meeting held on October 29, 2008, the Board of Directors, having deliberated, in accordance with article 231-19 of the General Regulations of the AMF, determined unanimously that the financial terms of the Offer are manifestly insufficient. The Board of Directors underlined that the Offer was not solicited and that the Board of Directors considers it to be hostile, particularly in light of the confidentiality agreement which the Company and Gemalto N.V. signed on June 28, 2008 after discussions between them started in April 2008 regarding a potential strategic transaction, and under which Gemalto N.V. undertook to refrain from any transactions in the Company’s securities for a period of 18 months.

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Based on the foregoing, and for the reasons discussed below among others, the Board of Directors determined unanimously at its October 29, 2008 meeting that the Offer is not in the best interest of the Company, its shareholders and employees and therefore recommends that the Company’s security holders not tender their Company securities into the Offer.

The Board of Directors requested that the M&A sub-committee, presided over by Anthony Maher, independent director and its Chief Executive Officer, Ronald Black, study different opportunities which represent a greater industrial and financial commonality with the interests of the Company, its shareholders and employees and to undertake a review of projects which they could present to the Board of Directors. Moreover, Merrill Lynch Capital Markets (France) SAS has been retained in the context of these unsolicited Offers to assist the Company in exploring all possible alternative solutions.

The Board of Directors also determined at the October 29, 2008 meeting that the Company’s treasury shares would not be tendered to the Offer, and granted to Ronald D. Black, Chief Executive Officer of the Company, the powers to finalize and sign the reply document or any other regulatory filing in connection with or related to the Offers. In addition, the directors indicated unanimously their intention not to tender any securities held of record or beneficially owned by them in the Offer.

If you have tendered your Shares, OCEANEs or ADSs, you can withdraw them. For assistance in withdrawing your Shares, OCEANEs or ADSs, you can contact your broker or our information agent, The Bank of New York - Mellon, at the address, phone number and email address below.

Dan De Weever

BNY Mellon Shareholder Services

480 Washington Blvd

Jersey City, NJ 07310

Tel 201-680-3227

dan.deweever@bnymellon.com

(b) Background of the Recommendation.

Mr. Arno Goboyan, Director, Global Investment Banking HSBC, contacted Dr. Ronald Black, the Company’s Chief Executive Officer, by phone in order to present to him the merits of a potential strategic transaction between the Company and Gemalto. On April 21, 2008, Dr. Ronald Black met with Mr. Arno Goboyan to continue the discussion that began with Mr. Goboyan’s phone call.

Mr. Arno Goboyan headed the group which advised the Company during the issuance of its convertible bonds in July 2007, pursuant to the engagement letter between HSBC and the Company signed on July 3, 2007. Considering the relationship of trust that was established then between HSBC and the Company, HSBC and Mr. Goboyan continued to assist the Company on periodic projects until the beginning of 2008.

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On June 28, 2008, a meeting was organized, at the initiative of HSBC, between representatives of the Company and Gemalto in order for the Company representatives to give a presentation on the Company’s business and market, the Company’s key public financial metrics and the business of Anyware Technologies. Dr. Ronald Black, Mrs. Chantal Bourgeat, Chief Financial Officer of the Company, Mr. Philippe Guillemette, Chief Technical Officer of the Company, and Mr. Emmanuel Walckenaer, Chief Executive Officer of Anyware Technologies, a subsidiary of the Company, attended this meeting on behalf of the Company. Mr. Martin McCourt, EVP, Strategy and Ventures, Mergers and Acquisitions, Mr. Franck Duraz, Controller Strategy M&A and Ventures, Mr. Jean-François Schreiber and Mr. Morgan Daumas, Corporate Strategy of Gemalto attended this meeting on behalf of Gemalto. The parties then discussed the potential for a merger or other strategic transaction between Gemalto and the Company.

No confidential exchanges took place at this meeting, the representatives of the Company having specified that they would not grant access to the Company’s confidential information and its activities before receiving an indicative offer and before the approval of the offer by the Company’s Board of Directors. However, prior to the meeting, on June 28, 2008, the Company and Gemalto N.V. did sign a confidentiality agreement.

Pursuant to such confidentiality agreement, Gemalto N.V. agreed:

(i)        during a period of three years, to abstain from divulging the existence of the discussions between the two parties, unless it is in the context of a transaction approved by the Company:

“Neither Party nor its Representatives will disclose to any person the fact that discussions or negotiations are taking place (or have taken place) between the Parties regarding a possible Transaction or any of the terms, conditions or other facts relating thereto. For the avoidance of doubt, nothing herein shall prohibit any public disclosures as required by law or regulations to effect a Transaction approved by Wavecom, such as disclosure made in any prospectus or public documents”) ; and

(ii)        during a period of 18 months, i.e. until the end of 2009, to abstain from acquiring any of the Company’s shares without the Company’s authorization, unless in the event of a higher bid:

“Company [Gemalto N.V.] understands and agrees that since Wavecom is a listed company (both on the Nasdaq and Paris Eurolist stock exchange) and Company may have access to material non public information (information that a reasonable person would consider important in deciding whether to buy, hold or sell Wavecom securities, and information whose public disclosure would likely affect the market price of Wavecom securities), Company must comply with French and U.S. securities laws, that provide that certain use of insider information, communication of insider information and/or manipulation of the market price will constitute a criminal offence.

Therefore, Company shall abstain from buying, selling or trading any Wavecom equity or debt securities until the end of an 18-month period commencing on the Effective Date, except with the prior consent of Wavecom or as part of the consummation of a bona fide tender offer made pursuant to applicable laws and regulations following a tender offer (offre publique) on the shares of Wavecom initiated by a third party.

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As a result of the confidentiality agreement, the Company was convinced that any combination of the Company and Gemalto would remain subject to the agreement of both parties.

During the period from June 29, 2008 to July 16, 2008, periodic discussions continued between representatives of Gemalto and the Company.

On July 17, 2008, Mr. Olivier Piou, Gemalto’s Chief Executive Officer, and Dr. Ronald Black met at Mr. Piou’s request in order to get to know each other and discuss the possibility of a merger or other strategic transaction between Gemalto and the Company.

During the third quarter of 2008, at Gemalto’s request, several contacts took place between Mr. Arno Goboyan, Dr. Ronald Black, Mr. Anthony Maher, a director of the Company and Mr. Aram Hékimian, co-founder and a director of the Company, in order to discuss the possibility of a merger or strategic transaction between Gemalto and the Company, and to organize a meeting of the Company’s representatives with Gemalto’s Board of Directors.

On September 11, 2008, Mr. Olivier Piou and Mr. Philippe Vallée, the Executive Vice President, Telecom of the Purchaser, and Mr. Aram Hékimian met in order to get to know each other. At the beginning of this meeting, Mr. Aram Hékimian signed a confidentiality undertaking with substantially the same commitments as the confidentiality agreement signed by Gemalto and the Company on June 28, 2008.

On September 17, 2008, Mr. Olivier Piou and Mr. Christophe Pagezy, Executive Vice President Corporate Projects of Gemalto and Mr. Arno Goboyan met with Dr. Ronald Black, Mr. Anthony Maher, Mr. Aram Hékimian and Mr. Michel Alard, Chairman of the Board of Directors and a co-founder of the Company, at a dinner during which the parties discussed the strategic rationale and structure of a possible merger or other strategic transaction between Gemalto and the Company.

Over the course of this dinner, it became obvious to the Company’s representatives that the two parties had very different opinions on the terms of a strategic combination between the Company and Gemalto.

On October 6, 2008, the Company was surprised and confused to learn of the hostile tender offer initiated by the Purchaser for the Shares, ADSs and OCEANEs of the Company, presented by HSBC.

On October 9, 2008, the Board of Directors met and after due and careful consideration of the Purchaser’s unsolicited offer to take control of the Company, reached the conclusion that the Purchaser’s hostile offer is not in the best interests of the Company, its shareholders and employees.

At a meeting on October 29, 2008, the Board of Directors requested that the M&A sub-committee, presided over by Mr. Anthony Maher, an independent director of the Company, and Dr. Ronald Black, study different opportunities which represent a greater industrial and financial commonality with the interests of the Company, its shareholders and employees and to undertake a review of potential strategic alternatives which they could present to the Board of Directors.

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(c)         Reasons for the Recommendation

The Board of Directors believes that:

n The timing of Gemalto’s Offer is highly opportunistic and disadvantages the Company’s stakeholders;

n The Offer price does not take into account the strength of the Company’s core business;

n The Offer price does not reflect the strategic benefit to Gemalto of acquiring the Company’s promising technology initiatives—its unique embedded inSIM^® technology and its Anyware Technologies services offerings;

n The hostile nature of the Offer could jeopardize the efficiency of the Company’s technical team and endanger the future of the Company’s innovations;

n The Gemalto Offer significantly undervalues the Company based on several widely accepted valuation methodologies;

n Based on the amount of cash outlay, after taking into account the Company’s cash and tax assets, Gemalto’s effective purchase price would be as low as 1.9 euros per Company share.

1. The timing of Gemalto’s Offer is highly opportunistic and disadvantages the Company’s stakeholders

1.1. The Company’s current share price is severely impacted by the global financial markets turmoil

As a result of the turmoil in the financial markets, most global stocks have dropped significantly over the last few months. This decline accelerated in the month before Gemalto launched its bid, and has continued to do so, fuelled by funding concerns and macro news as credit markets ground to a standstill.

Smaller companies such as the Company have suffered disproportionately on the downside in terms of share price performance, as investors prefer larger and more visible stocks in such an environment. As an illustration of this “flight to size”, the CAC Small 90 index, of which the Company is a constituent, has decreased by 44% over the 12 months preceding the Offer, while the CAC Mid and Small 190 decreased by 32% and the CAC 40 by 30%.

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As at October 3, 2008
	CAC 40	CAC Mid and Small 190	CAC Small 90	Wavecom
Last 2 Years	(22.4%)	(20.3%)	(32.2%)	(62.5%)
Last 12 Months	(29.7%)	(32.4%)	(44.1%)	(76.4%)
Last 6 Months	(16.7%)	(18.9%)	(24.2%)	(47.2%)
Last 3 Months	(4.3%)	(8.9%)	(12.8%)	(24.7%)
Last Month	(5.2%)	(13.5%)	(14.2%)	(14.1%)

Source: Factset

It is clear that Gemalto’s hostile Offer comes at the worst possible time for the Company’s share price and that its opportunistic timing severely disadvantages the Company’s shareholders.

1.2. The improved Offer for the OCEANES demonstrates that Gemalto rushed its Offer to take advantage of the opportunistic global market conditions

The information related to Gemalto’s Offer of 20.00 euros per OCEANE in the first Offer document (dated October 6, 2008) was incomplete, as it omitted the fact that bondholders have a put at par (31.30 euros per OCEANE, excluding accrued interest) that would be triggered upon the successful completion of Gemalto’s Offer. Gemalto’s incomplete description of the Offer for the OCEANE underscores its intention to benefit from opportunistic timing at the expense of the Company’s stakeholders.

While Gemalto initially offered 20.00 euros per OCEANE (including accrued interest payable on January 1, 2009), it is now proposing 31.31 euros per OCEANE (including the accrued interest, assuming the settlement date is January 5, 2009). In other words, Gemalto effectively raised its Offer on the OCEANE by 56.5% in a matter of days.

1.3. The vagueness of Gemalto’s strategic plans for the Company demonstrates the ill-considered and opportunistic nature of the Offer

Several changes have been made in the “Strategy and industrial policy” section of the Gemalto prospectus on October 6, October 16, and finally October 24, and Gemalto provided only limited details regarding its expected synergies from the combination. It is also telling that no detailed discussions between the two management teams have occurred on integration issues, potential synergies from a combination of the two companies, or strategic evolution due to the combination.

In addition, Gemalto’s submission is totally silent on its industrial plans and strategies regarding the automotive segment, despite the very significant portion of the Company’s business that it represents (approximately 40% of sales). The automotive business is very unique, requiring specific certifications, reliability commitments, technology, customer service, software, and manufacturing. None of these issues were addressed in Gemalto’s submission.

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This is clear evidence that Gemalto rushed its Offer in order to take advantage of market conditions and that as a result, its strategic analysis, as well as the assessment of the Company’s value and its Offer price, has suffered.

2. The Offer price does not take into account the strength of the Company’s core business

The global mobile telecommunications market is currently at a crossroads, with personal (hand-set) mobile telecommunications growth slowing (or even decreasing) and machine to machine (M2M) mobile telecommunications emerging as the growth engine for the industry:

n The hand-set industry is at a turning point and “analysts are now estimating mobile sales could fall by up to 27% in 2009”¹.

n Current market penetration in M2M is extremely low (less than 1% out of approximately 10 billion machines connected²) and an increase in penetration is therefore expected to fuel future growth (27% CAGR in volumes over the 2006-2013 period³)

the Company has built significant R&D expertise and strong technical know-how over the last fifteen years, as demonstrated by its extensive product and patent portfolio. It is now among the technological leaders in the growing M2M sector, and its products are well recognized for their innovative advanced features, reliability, and ability to be customised with software. The Company has a track record of innovations: the Company provided the first automotive dedicated wireless module in 1999, the first M2M operating system software in 2002, the first connectorless module for industrial applications in 2002, the first real-time operating system for wireless modules in 2005 and the first wireless micro-processor for industrial applications in 2006. The Company has also licensed twice its software cellular technology. More recently, in March 2008, PSA, a leading European Automotive company, gave the Company a significant award for innovation for inSIM^® , which improves reliability and robustness of cellular technology in automotive applications by integrating the SIM functionality directly into the cellular module.

Thanks to its strong position in the M2M market overall and its technological leadership, its core business offers promising opportunities that have the potential to generate significant revenues in the near future.

For instance, the Company has a strong pipeline in the automotive industry, where it has won significant contracts with Tier I auto suppliers in Europe and in Japan. In addition, the Company has recently launched several new innovative products, building a strong basis for future business. Examples include the Q52 Omni, the first device to offer cellular, satellite and GPS track and trace solution, the world’s first ATEX approved (suitable for usage in explosive atmosphere environments) GSM/GPRS wireless processor, new 3G GSM and CDMA solutions for wireless alarm, automotive and tracking applications, and a new software suite named OpenAT^® 2.0 with security plug-in features. These products have all been well received by the Company’s customers.

¹ Financial Times - October 27, 2008

² Source: Beecham research

³ Source: ABI (Q3 2008)

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Overall, the Company currently has a strong and promising projects pipeline, including 289 current main projects⁴, 291 projects in design in⁵/wins⁶ and 280 identified new business opportunities⁷.

The Company also holds a strong market share in the M2M business, has developed solid relationships with both mobile network operators and end markets and its innovative products are recognized in the M2M industry. The Company has therefore all the key elements in place and is well positioned to benefit from the growing M2M market.

Through the proposed acquisition Gemalto could benefit from new positioning in the value chain with unrivalled access to end market customers in M2M. Access to these customers would be very challenging for Gemalto to develop on its own given its historical focus on mobile network operators. Gemalto, in formulating its Offer price, did not attribute sufficient value to the strength of the Company’s core business.

3. The Offer price does not reflect the strategic benefit to Gemalto of acquiring the Company’s promising technology initiatives - its unique embedded inSIM^® technology and its Anyware Technologies services offerings

Historically, Gemalto has derived a significant portion of its revenue from the sale of SIM cards. The SIM card industry is experiencing a rapid commoditisation trend on the back of fierce competition from both cheap Chinese SIM card producers and global semiconductor players who control future technologies such as NFC (Near Field Communications) and payment. In fact, the volume growth rate of the SIM industry has been declining from over 30% per year to less than 17% per year, and Gemalto’s share has declined substantially from approximately 56% prior to the merger of Gemplus and Axalto, to 36% today⁸. As a result, Gemalto, which is more heavily exposed to the SIM business than some of its competitors, would benefit from a solution to shore up its position in the SIM industry and provide a new sales channel to replace traditional SIM revenue if it continues to decline.

The M2M market is of great strategic interest to Gemalto because it has the potential to provide such a solution. Gemalto faces a key obstacle to participation in the M2M market, however, because SIM cards, the products Gemalto and others make, are one of the least reliable components in M2M applications. Unlike consumer applications, such as mobile phones, where SIM cards perform well, M2M applications like automotive and metering have much more aggressive environments where temperature, humidity, and vibration can cause SIM cards to fail.

The Company’s inSIM^® technology provides a solution to the SIM card failures that can occur in M2M applications. The Company has been instrumental in leading the industry to define, develop, and deploy embedded SIM technology, branded inSIM^®, where the SIM processor chip is soldered directly into a Company (or other company) cellular module or other subsystem in the M2M application. With an embedded SIM processor, the SIM function is more robust and much less prone to failure than a conventional plastic SIM card. inSIM^® technology also has other advantages over more standard SIM technology, such as simplified logistics flows and improved security (as the SIM is directly placed into the module).

⁴ Current main projects: customers’ projects which are in production either in the ramp-up stage or in volume production

⁵ Design in: samples have been delivered to the customer, products are under evaluation

⁶ Design win: customer has chosen the technology supplier

⁷ New business opportunity: opportunity which has been identified and qualified

⁸ Source : Frost & Sullivan “World GSM Smart Card Markets” January 8, 2004; Gartner “ Market Trends: Chip Cards and Chip Card Semiconductors, Worldwide, 2007” April 30, 2008

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As demonstrated by the recent announcement by the Company, Oberthur Card Systems, and Vivo (the leading Brazilian operator) regarding collaboration on inSIM^®, the Company is now engaged with Gemalto’s competitors in significant business opportunities. In fact, Brazil’s new law requiring cellular modules to be placed in all cars, buses, trucks, motor bikes, and containers makes Brazil one of the most important M2M regional markets in the world.

Anyware Technologies, a subsidiary of the Company, develops and sells advanced end-to-end software solutions that optimize enterprise processes involving wireless communication. Anyware solutions allow customers to develop wireless products that connect equipment seamlessly to their IT infrastructures. In other words, Anyware Technologies makes M2M application development easy. In addition, Anyware solutions can be sold on a subscription basis and therefore generate recurring sales. Given that the marginal cost of adding subscribers is extremely low, such solutions have the potential to generate high profitability and recurring cash flow. These solutions are complementary to Gemalto’s current service platform, but tailored for the M2M market.

Through sales of inSIM^® and Anyware products, the Company is building preferential partnerships directly with mobile telecommunication operators (the traditional end customers in Gemalto’s core business), as well as with corporate end users. Because mobile operators can now purchase semiconductors and assemblies, including SIM cards, directly from the Company, they no longer need to purchase directly from SIM card manufacturers such as Gemalto. This market dynamic has the potential to effectively disintermediate classic SIM card producers by straining their relationships with traditional customers and weakening their positions in the value chain.

Acquiring the Company and its inSIM^® and Anyware technologies would enable Gemalto to:

n Address the problem of SIM card failure in M2M applications;

n Solidify its relationships with its traditional mobile operator customers by selling integrated SIM modules directly to them; and

n Gain immediate access to the Company’s installed base of end user enterprise customers, with whom Gemalto has had limited experience.

The Company believes that these strategic benefits are of unique value to Gemalto, and that Gemalto has failed to reflect this value in its Offer price.

4. The hostile nature of the Offer could jeopardize the efficiency of the Company’s technical team and endanger the future of the Company’s innovations

Contrary to public statements by Gemalto, its Offer is unsolicited and hostile. Hostile transactions carry a high degree of risk in knowledge-based industries such as technology.

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The success of a strategic combination between two groups in a knowledge-based industry is primarily based on the ability to bring together technical teams to complete innovative projects and bring them to market in an efficient and coordinated way. The value of the Company resides in its employees and in particular, its management and highly recognised R&D employees. Such employees are more likely to support a friendly transaction than a hostile Offer, as engineers and managers may fear that a hostile transaction could lead to potential integration problems and a disconnection of technological visions and objectives.

5. The Gemalto Offer significantly undervalues the Company based on several widely accepted valuation methodologies

5.1 Methodology and key assumptions

Prospective financial information for the Company is based on a consensus (average) of forecasts from the following selected equity research analysts: Exane, Natixis Securities, and Fortis Bank. Only brokers that issued a research note after the Company published its third quarter results have been selected, i.e. taking into account the Company’s most recent results and the difficult business environment.

Because the Company does not provide financial guidance, all prospective financial information used below is based on figures from securities analysts. The reports of securities analysts are the only source of the Company financial data available to Gemalto. While the Company does not endorse any analyst projections, including those discussed below, it is providing this analysis to demonstrate that Gemalto has mispriced its Offer based on the information available to it.

The number of shares used in the following section stands at 15,477,978 on a diluted basis (i.e. the total number of shares outstanding at September 30, 2008 of 15,820,442, including 152,673 free shares which vested in May 2008, minus the treasury shares as at September 30, 2008, plus the total number of shares resulting from the exercise of exercisable stock options, warrants, and founders’ warrants as at September 30, 2008, that are in the money under the terms of the current Gemalto Offer and 154,900 non vested free shares as at September 30, 2008). Treasury shares are excluded from the total number of shares and are assumed to be cancelled (most common treatment of treasury shares for valuation purposes), and the value of such shares is therefore not added in the equity to enterprise value bridge.

Number of Shares Outstanding as at September 30, 2008	15,820,442
Treasury Shares as at June 30, 2008	(391,649)
Shares Bought Back since June 30, 2008	(700,212)
Total Treasury Shares as at September 30, 2008	(1,091,861)
Exercisable In-The-Money Stock Options, Warrants and Founder’s
Warrants plus Non Vested Free Shares as at September 30, 2008(1)	749,397
Fully Diluted Number of Shares as at September 30, 2008	15,477,978

Source: Wavecom.

(1) Dilutive instruments are taken into account assuming that exercisable stock options, warrants and founder’s warrants as at September 30, 2008, that are in the money under the terms of the current Gemalto Offer, are exercised.

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The total adjustments between the Company’s equity and enterprise value as of September 30, 2008 amounted to (46.3) million euros. These included short term and long term debt, cash, marketable securities and cash equivalent items. The OCEANE bonds (excluding accrued interests) have been accounted for at par value (80.5 million euros), in line with the revised Gemalto Offer communicated on October 16, 2008. This also includes 2.8 million euros cash proceeds resulting from the exercise of exercisable stock options, warrants and founder’s warrants as at September 30, 2008 that are in the money under the terms of the current Gemalto Offer.

Total Enterprise Value to Equity Value Adjustments (€m)
Long-term portion of capitalized lease obligations	0.2
Current portion of capitalized lease obligations	0.3
Long-term portion of convertible bonds	80.5
Short-term portion of convertible bonds	1.1
Cash and cash equivalents	(3.4)
Marketable securities	(122.2)
Cash proceeds from exercice of exercisable in-the-money stock options, warrants and founders’ warrants(1)	(2.8)
Total Adjustments as at September 30, 2008	(46.3)

Source: Wavecom, as at September 30, 2008

(1) Dilutive instruments are taken into account assuming that exercisable stock options, warrants and founder’s warrants as at September 30, 2008, that are in the money under the terms of the current Gemalto Offer, are exercised.

5.2 Gemalto’s Offer is at a discount to the Company’s 12-month average share price

Given the financial market crisis and the fact that smaller capitalisation stocks have suffered more than others, the use of long-term share price averages is more relevant as they neutralise such exogenous factors. As an example, the week ending on October 3, 2008, i.e. the reference date of the Gemalto Offer saw the rescue plan of Fortis and the rejection and then approval of the TARP Plan by the US House of Representatives, sending volatility to historical highs.

As at October 3, 2008, the Gemalto Offer price represents a 22% discount compared to the 12-month weighted average share price and only a 1.8% premium compared to the 9-month weighted average share price.

Since September 15, 2008, the date of Lehman Brothers’ bankruptcy, financial markets have seen unprecedented volatility. Looking at the Company’s stock price prior to Lehman Brothers’ bankruptcy shows even higher discounts: based on a reference date of September 12, Gemalto’s Offer is at a discount of nearly 28% to the Company’s 12-month weighted average share price.

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Criteria (before filing of the offer, as at October 3, 2008)	Share Price (€)	Premium Offered (%)
Last share price before filing of the Offer	4.08	71.6%
1-month volume weighted average	4.39	59.5%
3-month volume weighted average	4.66	50.2%
6-month volume weighted average	5.52	26.7%
9-month volume weighted average	6.88	1.8%
12-month volume weighted average	8.99	(22.1%)
52-week intraday high	20.32	(65.6%)
Criteria (before Lehman Brothers’ bankruptcy, as at September 12, 2008)	Share Price (€)	Premium Offered (%)
Last share price before Lehman Brothers’ bankruptcy	4.54	54.2%
1-month volume weighted average	4.73	47.9%
3-month volume weighted average	4.93	42.1%
6-month volume weighted average	5.86	19.4%
9-month volume weighted average	7.23	(3.1%)
12-month volume weighted average	9.67	(27.6%)

Source : Factset

5.3 Gemalto’s Offer is at a discount to the Company’s valuation based on a trading comparables analysis

A large set of comparable companies has been identified including Avocent, Digi International, Novatel Wireless, Option, RF Micro Devices, Sierra Wireless, Skyworks Solutions and Telit Communications. Given the wide spread of profitability levels of the analyzed comparables, and consistent with industry practices, the analysis has been restricted to EV/Sales multiples.

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	Business Description	LFY Sales	Geographical Split	Business Units Split	Similarities to Wavecom
Avocent	Designs, manufactures, licenses, and sells software and hardware products and technologies that provide connectivity and centralized management of IT infrastructure	€439m	USA (52%) International (48%)	Management Systems (77%) LANDesk (19%) Other (4%)	n  Focused on connectivity n  Enterprise focus n  Increasingly solution based
Digi Int.	Develops products (embedded and non-embedded) and technologies to connect and securely manage local or remote electronic devices over the network or via the web	€131m	US (65%) Europe (25%) Asia Pacific (8%) Other (2%)	Single reporting segment	n  Wireless technology company n  Network connectivity n  Provides embedded modules and wireless connectivity products for various wireless protocols n  Similar end markets services n  Increasingly solution based
Novatel Wireless	Provider of wireless broadband access solutions for the global mobile communications market	€314m	USA (75%) Europe (23%) Australasia (2%)	Single reporting segment	n  Develops modules targeted at the mobile computing market n  Wireless broadband access solutions n  Develops 3G based products
Option	Designs, develops, and manufactures devices that provide high-quality wireless access to the Internet	€302m	Europe (87%) International (13%)	External Devices (90%) Embedded modules (10%)	n  Develops embedded and non embedded wireless modules n  Addresses the wireless communications market n  Various wireless protocols
RF Micro Devices	Designs and manufactures radio frequency components and system solutions for mobile communications	€676m	Asia (67%) Europe (19%) US (11%) Other (4%)	Single reporting segment	n  Wireless technology and RF components supplier n  Develops components for cellular communication n  Provides connectivity for mobile devices
Sierra Wireless	Provides leading edge wireless wide area modem solutions for the mobile computing, rugged mobile and M2M markets	€322m	Americas (69%) Asia-Pacific (19%) EMEA (12%)	AirCards (72%) Embedded Modules (21%) Mobile & M2M (6%) Other (1%)	n  Develops embedded and non embedded wireless modules n  Addresses the wireless communications market n  Various wireless protocols
Skyworks Solutions	Designs, manufactures, and markets a broad range of high performance analog and mixed signal semiconductors that enable wireless connectivity for wireless handsets	€558m	Asia Pacific (84%) Americas (11%) EMEA (5%)	Single reporting segment	n  Develops components to enable cellular connectivity n  Various mobile platforms
Telit	Develops, manufactures and markets GSM/GPRS, UMTS/HSDPA and CDMA/ EVDO communication modules for M2M applications	€52m	EMEA (71%) Asia Pacific (26%) Americas (3%)	Single reporting segment	n  Wireless technology company n  Develops and manufactures communication modules for M2M applications n  Direct competitor in Europe

Source: Companies public information and websites, Factset, Annually averaged exchange rates, SEC filings

The Gemalto Offer stands at discounts of 33.8% and 28.2% to the Company’s implied standalone valuation of 10.6 euros and 9.7 euros per share, based on trading comparables’ EV/Sales 08E/09E multiples (as detailed in the table below).

Moreover, while the Gemalto Offer is at a significant discount to the implied trading comparables valuation, it does not even take into account any control premium, which should be paid to the Company shareholders in a transaction such as the one Gemalto is proposing.

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	Price 1-month Average	Market Value (EURm)	Enterprise Value (EURm)	EV / Sales
				2008E	2009E
Avocent	$20.8	678	687	1.44x	1.35x
Digi International	$11.0	209	162	1.16x	n.a.
Novatel Wireless	$6.2	143	52	0.20x	0.19x
Option	€2.8	117	86	0.32x	0.28x
RF Micro Devices	$3.2	599	904	1.24x	1.17x
Sierra Wireless	$10.4	238	96	0.23x	0.21x
Skyworks Solutions	$8.4	1,021	1,022	1.61x	1.47x
Telit Communications	€0.6	25	45	0.80x	0.60x
Mean				0.87x	0.75x
Wavecom Brokers’ Consensus Sales (€ m)				134.4	139.2
Implied Enterprise Value (€m)				117.5	104.6
Implied Wavecom Share Value (€)				10.6	9.7
Discount of Offer Price				(33.8%)	(28.2%)

Source Company Reports, Factset, Brokers’ Reports, as at October 3, 2008

5.4 Based on precedent transactions, Gemalto’s Offer grossly undervalues the Company

The analysis of the multiples paid in comparable transactions involving the acquisition of control in the M2M telecom equipment sector over the last three years demonstrates the gross undervaluation of Gemalto’s Offer.

Six recent comparable transactions have been retained:

- the acquisition of Iridium Holdings by GHL Acquisition Corp in September 2008

- the acquisition of Siemens Wireless Modules by a consortium of investors in March 2008

- the acquisition of Ezurio by Laird Technologies in February 2008

- the acquisition of Telematics Wireless by ST Engineering in November 2007

- the acquisition of the M2M division of Bellwave by Telit in May 2008

- the acquisition of the M2M division of Sony Ericsson by the Company in March 2006

Gemalto’s Offer stands at a discount of 54.9% to the Company’s implied valuation of approximately 15.5 euros per share, based on multiples paid in precedent relevant transactions.

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Date Announced	Acquiror	Target	Transaction Value (€m)	EV / Sales LTM (1)
23-Sep-08	GHL Acquisition	Iridium Holdings	401.3	1.99x
04-Mar-08	Consortium	Siemens Wireless Modules	175.0(2)	0.75x
11-Feb-08	Laird Technologies	Ezurio	16.8	3.05x
19-Nov-07	ST Engineering	Telematics Wireless	55.6	2.33x(3)
30-May-06	Telit Communications	Bellwave M2M	6.3	0.39x
20-Mar-06	Wavecom	Sony Ericsson M2M	30.0	0.45x
Mean				1.33x
Wavecom LTM Sales (30-Sep-08)				146.4
Implied Wavecom Share Value (€)				15.5
Discount of Offer Price				(54.9%)

Sources: Companies public information, Wavecom, press releases, Factiva, foreign exchange rates at the date of announcement

Note: Excluding the two transactions with the highest and the lowest multiples (Lair Technologies/Ezurio and Telit Communications/Bellwave M2M) the implied Wavecom share value would still be largely in excess of Gemalto’s Offer: 13.0 euros per share, implying a discount of the Offer price of 46.3%

(1) Last 12 month

(2) Based on the mid-point of the estimated transaction value (Source: Mergermarket)

(3) Multiple is based on 2006 fiscal year sales, therefore excluded from average

5.5 The premium offered by Gemalto on the basis of a depressed share price is much lower than those paid in precedent hostile transactions occurring in much more favorable stock market environments

Because it is unsolicited, Gemalto’s Offer may be benchmarked against other hostile transactions in France, in which larger premia are generally paid than in comparable friendly transactions. Compared to premia observed in the most significant unsolicited public offers completed in France over the past six years, the implied premium of Gemalto’s Offer is 17 points below the premium observed on a 3-month average share price basis and 38 points below on a 6-month average share price basis.

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France - Hostile Takeover Bids			Premia Analysis
Date	Acquiror	Target	1 Month VWAP		3 Months VWAP		6 Months VWAP
Jul-06	Mittal Steel	Arcelor	79.0	%	81.2	%	91.1	%
May-04	Sanofi	Aventis	31.4	%	35.6	%	36.2	%
Nov-03	GE Real Estate	Sophia	24.3	%	27.9	%	32.0	%
Oct-03	Alcan	Pechiney	63.9	%	81.1	%	83.9	%
Feb-02	Groupe Partouche	Européenne de Casinos	64.0	%	73.8	%	60.2	%
Feb-02	Saica + Mondi	La Rochette	96.8	%	99.1	%	75.8	%
		Mean	59.9	%	66.4	%	63.2	%
		Gemalto Offer	57.5	%	49.5	%	25.5	%
		Difference	(2.4	%)	(16.9	%)	(37.7	%)

Source: AMF filings, successful hostile offers on a French target since February 2002

VWAP: Volume Weighted Average Price

Moreover, the share price performance of the selected targets during the month preceding the announcement of the hostile Offer showed an average increase of 10%, while the Company’s stock lost 14% during the month preceding the announcement on the back of exceptionally weak and volatile market conditions. This is further evidence of the opportunistic timing and grossly insufficient premium offered by Gemalto.

On the basis of the 6-month VWAP prior to Lehman Brothers’ bankruptcy, and based on premia observed in precedent French hostile transactions, Wavecom would be valued at 9.6 euros per share.

5.6 The Groupe Open unsolicited offer on Sylis is a very relevant recent precedent where the offer was raised and at a premium higher than what Gemalto is offering

The recent French unsolicited public tender offer by Groupe OPEN for Sylis, first initiated on July 7, 2008 and improved on August 28, 2008, has several interesting points of resemblance with the Gemalto Offer for the Company.

- Both companies operate in the IT services sector, while both the Company and Gemalto operate in the mobile communications sector

- The Groupe Open offer was opportunistically timed in the Summer of 2008, when IT services shares were not in favour with the market and had declined significantly

- Both offers were unsolicited after preliminary discussions between the parties

- Both offers were in cash, targeting all shares with a success threshold set at 50%

- The strategic rationale of both acquisitions was based on enhancing the target’s growth potential

The offer and subsequent improved offer by Groupe OPEN for Sylis demonstrates that a strategic transaction at a time of unprecedented financial market crisis should carry an extremely high premium, e.g. in excess of 100% compared to the most recent share price, in order to warrant support from shareholders. The Company’s shareholders deserve an offer recognizing the full strategic value of the Company and, therefore, an offer price significantly higher than Gemalto’s.

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5.7 It is highly unusual to perform a Discounted Cash Flow (“DCF”) valuation without having access to a business plan

Neither Gemalto nor its advisors have had access to the Company’s most recent business plan, which is the most critical input in a proper DCF analysis. Accordingly the Company believes that the DCF analysis performed by Gemalto lacks any reasonable basis and is therefore meaningless and irrelevant.

6. Based on the amount of cash outlay, after taking into account the Company’s cash and tax assets, Gemalto’s effective purchase price would be as low as 1.9 euros per Wavecom share

In order to fully assess the Company’s value, it is critical to take into consideration the following tax assets of the Company:

- income tax receivable due to carry back of past net operating losses of 9,617,000 euros as at September 30, 2008;

- research tax credit of 2,677,091 euros as at September 30, 2008; and

- tax savings impact of up to 20,210,260 euros from total operating losses carry forwards of 64,740,435 euros as at September 30, 2008

The net operating loss carry forwards, all have an expiration date beyond 2013, implying a relatively high likelihood of use, depending on the Company’s and Gemalto’s performance and other circumstances.

The Company and its shareholders should benefit from the above tax assets in the future and it appears that they have not been fully reflected in Gemalto’s current Offer.

Based on the current Gemalto Offer value of 188.9 million euros (7.00 euros per share and 31.31 euros per OCEANE, including accrued interest) and deducting cash available of 126.9 million euros (after payment of the interest due on the OCEANE for 2008 and cash proceeds from the exercise of dilutive instruments) as well as the impact of tax assets of up to 32.5 million euros (assuming full use of these assets), Gemalto’s effective purchase price could be as low as 1.9 euros per share.

7. Summary

Gemalto’s Offer is at a significant discount to the value of the Company based on the valuation criteria normally used in these kinds of transactions.

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Criterion	Valuation (€ per share)	Offered Premium / (Discount)
Last share price before Lehman Brothers' bankruptcy (September 12, 2008)	4.5	54.2%
1-month VWA price as at September 12, 2008	4.7	47.9%
3-month VWA price as at September 12, 2008	4.9	42.1%
6-month VWA price as at September 12, 2008	5.9	19.4%
9-month VWA price as at September 12, 2008	7.2	(3.1%)
12-month VWA price as at September 12, 2008	9.7	(27.6%)
Last share price before filing of the Offer (October 3, 2008)	4.1	71.6%
1-month VWA price as at October 3, 2008	4.4	59.5%
3-month VWA price as at October 3, 2008	4.7	50.2%
6-month VWA price as at October 3, 2008	5.5	26.7%
9-month VWA price as at October 3, 2008	6.9	1.8%
12-month VWA price as at October 3, 2008	9.0	(22.1%)
52-week intraday high price as at October 3, 2008	20.3	(65.6%)
Trading comparables as at October 3, 2008	9.7        10.6	(28.2%)        (33.8%)
Transaction comparables	15.5	(54.9%)

Source: Factset, AMF, SEC, companies’ public information, Factiva

VWA stands for Volume Weighted Average

The foregoing discussion of the information and factors considered by the Board of Directors is not meant to be exhaustive, but includes the material information, factors and analyses considered by the Board of Directors in reaching its conclusions and recommendation in relation to the Offer and the transaction proposed thereby. The members of the Board of Directors evaluated the various factors listed above in light of their knowledge of the business, financial condition and prospects of the Company. In light of the variety of factors and amount of information that the Board of Directors considered, the members of the Board of Directors did not find it practicable to provide specific assessment of, quantify or otherwise assign any relative weights to, the factors considered in determining its recommendation. However, the recommendation of the Board of Directors was made after considering the totality of the information and factors involved. Individual members of the Board of Directors may have given different weight to different factors. In addition, in arriving at its recommendation, the directors of the Company were aware of the interests of certain officers and directors of the Company as described under Item 3.

(d) Intent to Tender.

To the knowledge of the Company after reasonable inquiry, none of the Company’s executive officers, directors, affiliates or subsidiaries currently intend to tender any Shares and/or ADSs held of record or beneficially owned by them into the Offer. To the Company’s knowledge, no members of the Board of Directors, executive officers, affiliates or subsidiaries of the Company hold or beneficially own any OCEANEs.

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Item 5. Person/Assets, Retained, Employed, Compensated or Used.

Except as described in this Statement, neither the Company nor any person acting on its behalf has employed, retained or compensated, or currently intends to employ, retain or compensate, any other person to make solicitations or recommendations on the Company’s behalf with respect to the Offer.

The Company has retained Merrill Lynch Capital Markets (France) SAS (the “Advisor”) as its exclusive financial advisor in connection with the Offer, pursuant to the terms of an engagement letter dated October 31, 2008. The Company has agreed to pay the Advisor a reasonable and customary fee for such services. In addition, the Company has agreed to reimburse the Advisor’s expenses and indemnify the Advisor against certain liabilities arising out of the engagement.

The Advisor and its affiliates may actively trade in the equity and debt securities of the Company or of the Purchaser for their own account or for the accounts of their customers and accordingly, may at any time hold long or short positions in such securities.

The Company has retained Brunswick Group LLP as its financial public relations advisor in connection with the Offer. Brunswick Group will receive reasonable and customary compensation for its services and, potentially, a success fee, and reimbursement of out-of-pocket expenses in connection therewith. The Company has agreed to indemnify Brunswick Group against certain liabilities relating to, or arising out of, the engagement.

The Company has retained Thomson Reuters to assist it in the identification of its record shareholders for which it will receive a reasonable and customary fee for such services.

The Company has also retained The Bank of New York – Mellon (New York) for U.S. shareholders and HQB Partners (London) to assist it in connection with the Company’s communications with the holders of the Company’s securities. The Company has agreed to pay The Bank of New York – Mellon and HQB Partners customary fees for their services and out-of-pocket expenses in connection therewith.

Item 6. Interest in Securities of the Subject Company.

To the best of the Company’s knowledge, the following table represents the distribution of Company’s share capital on September 30, 2008:

Shareholder	Number of         shares	Percentage of             capital	Percentage of             voting rights
Aram Hékimian*	1,800,381	11.38	12.22
Michel Alard*	1,538,533	9.72	10.45
Sloane Robinson**	898,654	5.68	6.10
Lansdowne Partners**	831,455	5.26	5.65
Jo Hambro Capital Management Ltd.**	777,487	4.91	5.28
Treasury shares***	1,091,861	6.90	0
Public	8,882,071	56.14	60.31
Total	15,820,442	100	100

* Acting for himself and on behalf of his family.

** Declarations of Sloane Robinson dated June 13, 2007, Lansdowne Partners dated November 1, 2007 and Jo Hambro Capital Management Ltd dated July 14, 2008.

*** Of which 154,900 shares representing 0.98% of the Company’s share capital are allocated to be distributed as free shares to the employees.

25

Except as described below, no transaction in the Shares, ADSs or OCEANEs has been effected during the 60 days prior to the date of this Statement by the Company or, to the best knowledge of the Company, any of the Company’s executive officers, directors or affiliates.

In accordance with its share buyback program, the Company carried out the following purchases.

Identity of Person	Date of     Transaction	Number of Shares	Weighted Average     Price per Share	Nature of Transaction
Wavecom	09/01/2008	16,372	€4.9056	Share buyback
Wavecom	09/02/2008	16,647	€4.9584	Share buyback
Wavecom	09/03/2008	16,342	€4.3991	Share buyback
Wavecom	09/04/2008	144,933	€4.7997	Share buyback
Wavecom	09/05/2008	15,674	€4.7025	Share buyback
Wavecom	09/08/2008	15,228	€4.7137	Share buyback
Wavecom	09/09/2008	12,441	€4.7192	Share buyback
Wavecom	09/10/2008	9,919	€4.6074	Share buyback
Wavecom	09/11/2008	12,042	€4.6074	Share buyback
Wavecom	09/12/2008	14,723	€4.5280	Share buyback

Over the course of September 2008, Michel Alard, Chairman of the Board of Directors, carried out the following sales on the open market in order to pay a portion of the estate taxes due upon the death of his wife in May 2008. In the absence of an alternative financing option, he may need to sell additional Shares over the coming weeks representing a total amount of approximately 1 million euros.

26

Identity of Person	Date of     Transaction	Number of Shares	Price per Share	Nature of Transaction
Michel Alard	09/08/2008	10,000	€4.67	Sale on Euronext
Michel Alard	09/09/2008	10,000	€4.73	Sale on Euronext
Michel Alard	09/10/2008	10,000	€4.67	Sale on Euronext
Michel Alard	09/11/2008	10,000	€4.61	Sale on Euronext
Michel Alard	09/12/2008	10,000	€4.45	Sale on Euronext

On September 22, 2008 a former employee of Wavecom exercised 2,000 BCE (at an exercise price of 4.19 euros), resulting in an increase in the share capital of the Company of a total amount of 2,000 euros by issue of a total of 2,000 new Wavecom shares of a nominal value of 1 euro per share. The Company has not issued any other securities during the 60 days prior to the date of this Statement.

Item 7. Purposes of the Transaction and Plans or Proposals.

Except as described in this Statement, the Company is not undertaking or engaged in any negotiations in response to the Offer which relate to (i) a tender offer or other acquisition of the Company’s securities by the Company or any other person, (ii) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company, (iii) any purchase, sale or transfer of a material amount of the assets of the Company or its subsidiary, or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company.

Except as set forth in this Statement, there are no transactions, board resolutions, agreements in principle or signed contracts that have been entered into in response to the Offer that relate to one or more of that matters referred to in this Item 7.

The Company has received indications of interest from third parties with respect to possible business combination transactions involving the Company and has had exploratory conversations regarding such transactions. In addition, the Company has entered into and may continue to enter into confidentiality agreements with third parties.

Item 8. Additional Information.

(a) Important agreements.

In the Company’s 2007 Annual Report on Form 20-F, the Company describes its material contracts. Some of these contracts contain change in control provisions that would allow the counterparty to terminate the contract in the event of a change in control of the Company, such as the successful completion of the Offer. Considering the hostile nature of the Offer and the possibility that the Company’s executive officers and other key employees may not be retained after completion of the Offer to coordinate any required consents or assignments with the contract counterparty, such material contracts may not remain in full force and effect after completion of the Offer.

27

The industrial manufacturing contract with Solectron (bought by Flextronics) was renegotiated in its entirety following the Company’s decision to hire Solectron for all of the Company’s industrial needs. The parties entered into a definitive agreement which is in fact composed of three different contracts: the “Cooperation Agreement”, the “Global Manufacturing Agreement” and the “Supply Chain Agreement”, all finalized and executed on November 29, 2007. These agreements may not be assigned without the prior consent of the other party. The transactions following the Offer may be structured in such a way that this clause would be implicated and the Company’s retention of the contract would be in question.

The Company has a number of important long standing clients, distributors and suppliers with which it signed several contracts or with which it contracts under the cover of its general sales conditions. The Company has also obtained licenses to third parties’ intellectual property rights, include “essential” patents as described in “Item 4. Information About the Company – Intellectual Property” of the Company’s 2007 Annual Report on Form 20-F. It is customary practice in the Company’s industry for such contracts to be non transferable without the prior consent of the other party. Moreover, such contracts may be terminable in the event of a change of control. Finally, some of these counterparties might not wish to continue their relationships with the Company if it were acquired by the Purchaser.

(b) Cautionary Note Regarding Forward-Looking Statements.

This Statement contains forward-looking statements which are not historical facts. Such forward-looking statements are based on the beliefs of the Company’s management as well as assumptions made by and information currently available to them. Actual results may vary significantly from those contemplated by these forward-looking statements based on a variety of factors. Words such as “outlook,” “potential,” “emerging,” “growth,” “anticipates,” “expects,” “believes,” “intends,” “plans,” “continuing,” “seeks,” “forecasts,” “estimates,” “goal,” and similar expressions often identify such forward-looking statements. Forward-looking statements in this Statement include, without limitation, statements regarding the future of the M2M industry, the SIM card industry and other industries, future economic and market conditions, the future performance of the Company and Gemalto, the promise of the Company’s strategic initiatives, the Company’s business pipeline, reactions of the Company’s employees, customers, suppliers, contracting parties and other stakeholders to events surrounding the Offer, projections and assumptions underlying the Company’s financial analysis of its value and the offer, and the future value of the Company’s tax assets. All forward-looking statements are qualified by these cautionary statements and are made only as of the date they are made. Important factors that may cause such differences include, but are not limited to, those described in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2007, in the sections entitled “Item 3. Key Information – Risk Factors” and “Item 5. Operating and Financial Review and Prospects.” Further risks and uncertainties associated with the Purchaser’s unsolicited proposal to acquire the Company include: the risk that key employees may pursue other employment opportunities due to concerns as to their employment security with the Company; the risk that the acquisition proposal will make it more difficult for the Company to execute its strategic plan and pursue other strategic opportunities; the risk that the future trading price of our common stock is likely to be volatile and could be subject to wide price fluctuations; the risk that the Company may be unable to secure superior value as a stand-alone company or by pursuing other strategic alternatives; and the risk that stockholder litigation in connection with the Purchaser’s unsolicited proposal, or otherwise, may result in significant costs of defense, indemnification and liability. All forward-looking statements are qualified by these cautionary statements and are made only as of the date they are made.

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(c) Where You Can Find More Information.

The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files periodic reports and other information with the SEC relating to its business, financial condition and other matters. Such reports and other information may be inspected at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549, or free of charge at the web site maintained by the SEC at http://www.sec.gov.

The SEC allows the Company to “incorporate by reference” information into this Schedule 14D-9, which means that the Company can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this Schedule 14D-9, except for any information superseded by information contained directly in this Schedule 14D-9.

Item 9. Exhibits.

The following Exhibits have been filed with this Statement:

Exhibit Number	Description
99(a)(1)	Press release issued by the Company on October 7, 2008 (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on October 7, 2008).
99(a)(2)	Press release issued by the Company on October 9, 2008 (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on October 9, 2008).
99(a)(3)	News article appearing on Reuters wire service on October 17, 2008 (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on October 17, 2008).
99(a)(4)	Press release issued by the Company on October 17, 2008 (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on October 17, 2008).
99(a)(5)	Presentation made by the Company on October 22, 2008 (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on October 22, 2008).
99(a)(6)	Press release issued by the Company on October 22, 2008 (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on October 22, 2008).
99(a)(7)	English translation of news articles appearing in French on the Reuters and AFP wire services, in each case, dated October 22, 2008 (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on

29

Exhibit Number	Description
	October 22, 2008).
99(a)(8)	Transcript of the Company’s conference call held on October 22, 2008 (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on October 23, 2008)
99(a)(9)	English translation of news articles appearing in French in Les Echos, La Tribune and AGEFI, in each case, dated October 23, 2008 (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on October 23, 2008)
99(a)(10)	Article included in the Company’s internal employee newsletter, dated October 24, 2008 (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on October 24, 2008)
99(a)(11)	English translation of the Company’s Draft Reply Document (Projet de Note d’Information en Réponse)
99(a)(12)	Press release issued by the Company on October 31, 2008
99(e)(1)	Confidentiality Agreement, dated June 28, 2008, by and between the Company and Gemalto N.V.
99(e)(2)	Letter Agreement, dated September 11, 2008, by and between Aram Hékimian and Gemalto N.V.
99(e)(3)	Form of the Company’s Subscription and Purchase Stock Option Plan
99(e)(4)	Form of the Company’s Plan for Free Shares
99(e)(5)	Form of Founder’s Warrants (“BCE”)
99(e)(6)	Form of Terms Relating to the Warrants (“BSA”) awarded to the Company’s Independent Directors
99(e)(7)	Service Agreement between the Company and Ronald D. Black
99(e)(8)	Amendment No. 1 to the Service Agreement between the Company and Ronald D. Black, effective January 1, 2006
99(e)(9)	Extract of Minutes of the Meetings of the Board of Directors of January 19, 2005 and of May 17, 2006
99(e)(10)	Extract of Minutes of the Meeting of the Board of Directors of June 17, 2008

30

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 31, 2008

	Wavecom S.A.
BY:	/S/ RONALD D. BLACK
NAME:	RONALD D. BLACK
TITLE:	Chief Executive Officer

EX-99.A.11

Non-binding unofficial translation into English for information purposes only, original in French.

Exhibit 99(a)(11)

DRAFT REPLY DOCUMENT

by

Advised by

In response to the tender offer by

Gemalto S.A.

Subsidiary of

THE CURRENT DRAFT REPLY DOCUMENT REMAINS SUBJECT TO

EXAMINATION BY THE AMF

IMPORTANT NOTES

Gemalto intends to request that the AMF, within three months following the expiration of the Offer, implement a squeeze-out of the shares of the Company if the shares of the Company that were not tendered in the Offer and in the U.S. Offer do not represent more than 5% of the share capital or voting rights of the Company, pursuant to the provisions of articles L.433-4 III of the Monetary and Financial Code and articles 237-14 et seq. of the General Regulations of the AMF.

Gemalto also intends to request that the AMF, within three months following the expiration of the Offer, implement a squeeze-out of the OCEANE issued by the Company and not tendered in the Offer and in the U.S. Offer, if the shares not tendered in the Offer and in the U.S. Offer, and the shares that can be issued as a result of the conversion of the OCEANE not tendered in the Offer and in the U.S. Offer, do not represent more than 5% of the securities of the Company, whether existing or likely to be issued.

This draft reply note is available on the websites of the Autorité des marchés financiers (the “AMF”) (www.amf-france.fr) and Wavecom SA (“Wavecom” or the “Company”) (www.wavecom.fr) and copies may also be obtained free of charge from:

Wavecom 3, esplanade du Foncet 92442 Issy les Moulineaux Merrill Lynch Capital Markets (France) SAS 112, avenue Kléber 75761 Paris

Information relating to the Company’s legal, financial and accounting characteristics will be made available to the public simultaneously with the publication of the reply document as approved by the Autorité des marchés financiers on the website of the Autorité des marchés financiers (www.amf-france.org), and at the above-mentioned addresses.

1 PRESENTATION OF THE OFFER

1.1 DESCRIPTION OF THE OFFER

Pursuant to Title III of Book II and specifically article 232-1 et seq. of the General Regulations of the AMF, Gemalto S.A., a société anonyme organized under the laws of France with a share capital of 103,837,182 euros, having its registered office at 6, rue de la Verrerie in Meudon (92190), registered with the Nanterre Registry of Commerce and Companies under number 562 113 530 (the “Offeror”), controlled, as defined by article L.233-3 of the French Commercial Code by Gemalto N.V., a société anonyme (naamloze vennootsschap) organized under the laws of The Netherlands, having its registered office at Koningsgracht Gebouw 1, Joop Geesinkweg 541-542, 1096 AX Amsterdam, The Netherlands (“Gemalto N.V.”), which holds 99.99% of the share capital and voting rights of the Offeror, filed a draft tender offer on October 6, 2008 with the AMF, in which it is offering to the holders of shares and OCEANE (as such term is defined below), issued by Wavecom S.A., a société anonyme organized under the laws of France with a share capital of 15,811,381 euros, having its registered office at 3, esplanade du Foncet in Issy-les-Moulineaux (92442) and registered with the Nanterre Registry of Commerce and Companies under number 391 838 042 (“Wavecom” or the “Company”), to acquire, pursuant to the terms and conditions set forth below (the “Offer”):

(i) any and all of the shares (the “Shares”) of the Company that are traded on Eurolist of Euronext Paris S.A. (“Euronext Paris”) (Compartment B) under ISIN code FR0000073066, issued or to be issued, for the duration of the Offer and duration of reopening of the Offer, as the case may be, as a result of the conversion of the OCEANE (as such term is defined below), or the exercise of the warrants (the “Warrants”), the founders’ warrants (the “Founders’ Warrants”) or the stock options of Wavecom; and

(ii) any and all outstanding bonds convertible and/or exchangeable for newly issued or existing shares by option (the “OCEANE”) issued by the Company and traded on Eurolist of Euronext Paris under ISIN code FR0010497131, the Shares and the OCEANE being referred to collectively as the “Securities.”

The Offeror has indicated that the Warrants and the Founders’ Warrants issued by Wavecom were not subject to the Offer. Regarding the free Shares attributed by Wavecom to some employees and certain corporate officers (mandataires sociaux) of the Company and of certain of its subsidiaries, Gemalto indicated that these Shares are:

(i) either definitively acquired by their beneficiaries but remain subject to a two-year holding period as from their final granting date,

(ii) or still subject to a vesting period and therefore are not definitively acquired by their beneficiaries.

As a consequence these free Shares are not subject to the Offer.

Gemalto indicated that, other than the Shares, OCEANE, Warrants, Founders’ Warrants, stock options and free Shares referred to above and the attributed share purchase options, as the case may be, there are no other securities or other financial instruments or rights giving access immediately or eventually to the share capital or voting rights of the Company.

- 2 -

HSBC France (“HSBC”), as the presenting bank for the Offer, guarantees, in accordance with the provisions of article 231-13 of the General Regulations of the AMF, the contents and the irrevocable nature of the undertakings given by the Offeror in connection with the Offer.

The Offer will be conducted according to the normal procedure pursuant to the provisions of articles 232-1 et seq. of the General Regulations of the AMF.

The Offeror has indicated its intent to initiate a separate offer in the United States, on terms and conditions substantially similar to the terms and conditions of the Offer, to all holders of American Depositary Shares (“ADS”) as well as to all holders of Securities residing in the United States (the “U.S. Offer”, together with the Offer, the “Offers”). Therefore, on October 28, 2008, Gemalto filed with the Securities and Exchange Commission a offering document under the form of a Schedule TO-T describing the U.S. Offer, including as Exhibit 99A.A.I, the U.S. offer to purchase.

Moreover, the Offeror indicated its intent to request that the AMF, within three months following the expiration of the Offer, implement a squeeze-out of the Shares if the Shares not tendered in the Offer and in the U.S. Offer do not represent more than 5% of the share capital or voting rights of the Company, pursuant to the provisions of articles L.433-4 III of the Monetary and Financial Code and articles 237-14 et seq. of the General Regulations of the AMF.

Finally, the Offeror intends to request that the AMF, within three months following the expiration of the Offer, implement a squeeze-out of the OCEANE not tendered in the Offer and in the U.S. Offer, if the shares not tendered in the Offer and in the U.S. Offer, and the shares that can be issued as a result of the conversion of the OCEANE not tendered in the Offer and in the U.S. Offer, do not represent more than 5% of the sum of the securities of the Company, whether existing or likely to be created.

The Offer was cleared by the AMF during its meeting of October 24, 2008 and the AMF’s decision was published under number 208C1942. Gemalto’s offer memorandum (“Gemalto’s Offer Memorandum”) received the AMF visa No. 08-225 on October 24, 2008 and was also published on that date.

Pursuant to an AMF decision on October 27, 2008, published under number 208C1944, the Offer was opened on October 28, 2008 and its closing date will be determined when Wavecom’s reply document will be distributed.

1.2 CONTEXT OF THE OFFER

Mr. Arno Goboyan, Director Global Banking and Markets of HSBC, contacted by phone Mr. Ronald Black, Wavecom’s Chief Executive Officer, in order to present to him the merits of a potential strategic combination between Wavecom and Gemalto. On April 21, 2008, Mr. Ronald Black met with Mr. Arno Goboyan to pursue such discussions.

Mr. Arno Goboyan headed the HSBC working group which advised Wavecom during the issuance of the OCEANE in July 2007, pursuant to an engagement letter dated July 3, 2007. Considering the relationship of trust that was established then between HSBC and Wavecom, he continued to assist Wavecom from time to time until the beginning of 2008.

- 3 -

On June 28, 2008, a meeting was organized at the initiative of HSBC, between, on one side, Mr. Ronald Black, Mrs. Chantal Bourgeat, Chief Financial Officer of Wavecom, Mr. Philippe Guillemette, Chief Technical Officer of Wavecom, and Mr. Emmanuel Walckenaer, Chief Executive Officer of Anyware Technologies, a subsidiary of Wavecom, and on the other side, Mr. Martin McCourt, EVP, Strategy and Ventures, Mergers and Acquisitions of Gemalto N.V., Mr. Franck Duraz, Controller Strategy M&A and Ventures of Gemalto N.V., Mr. Jean-François Schreiber and Mr. Morgan Daumas, Corporate Strategy of Gemalto N.V., in order to present Wavecom’s business and market, Anyware Technologies, key public financial metrics and business and the consequences of a potential strategic combination between Gemalto and Wavecom.

No confidential exchanges took place at this meeting, the representatives of Wavecom having specified that they would not grant access to confidential information on Wavecom and its activities before receiving an indicative offer and before the approval of such offer by Wavecom’s Board of Directors. However, prior to the meeting, on June 28, 2008, Wavecom and Gemalto had signed a confidentiality agreement.

Pursuant to this agreement, Gemalto had agreed¹:

(i) during a period of three years, to abstain from divulging the existence of discussions between the two parties, except in the context of a transaction approved by Wavecom:

« Neither Party nor its Representatives will disclose to any person the fact that discussions or negotiations are taking place (or have taken place) between the Parties regarding a possible Transaction or any of the terms, conditions or other facts relating thereto ». « For the avoidance doubt, nothing herein shall prohibit any public disclosures as required by law or regulations to effect a Transaction approved by Wavecom, such as disclosure made in any prospectus or public documents »; and

(ii) during a period of 18 months, i.e. until the end of 2009, to abstain from acquiring any Wavecom securities without Wavecom’s authorization, except in the event of a higher take-over bid:

“Company [Gemalto N.V.] understands and agrees that since Wavecom is a listed company (both on the Nasdaq and Paris Eurolist stock exchange) and Company may have access to material non public information (information that a reasonable person would consider important in deciding whether to buy, hold or sell Wavecom securities, and information whose public disclosure would likely affect the market price of Wavecom securities), Company must comply with French and U.S. securities laws, that provide that certain use of insider information, communication of insider information and/or manipulation of the market price will constitute a criminal offence.

Therefore, Company shall abstain from buying, selling or trading any Wavecom equity or debt securities until the end of an 18-month period commencing on the Effective Date, except with the prior consent of Wavecom or as part of the consummation of a bona fide tender offer made pursuant to applicable laws and regulations following a tender offer (offre publique) on the shares of Wavecom initiated by a third party.”

¹ Emphasis addded by Wavecom in the present document.

- 4 -

As a result of the confidentiality agreement, Wavecom was convinced that any combination of Wavecom and Gemalto would remain subject to the agreement of both parties.

During the period from June 29, 2008 to July 16, 2008, discussions continued between representatives of Gemalto and Wavecom.

On July 17, 2008, Mr. Olivier Piou, Gemalto N.V.’s Chief Executive Officer, and Mr. Ronald Black met at Mr. Olivier Piou’s request in order to get to know each other and discuss the possibility of a strategic combination between Gemalto and Wavecom.

During the third quarter of 2008, at Gemalto’s request, several contacts took place between Mr. Arno Goboyan, Mr. Ronald Black, Mr. Anthony Maher, independent Director of Wavecom and Mr. Aram Hékimian, co-founder and Director of Wavecom, in order to discuss the possibility of a potential strategic combination between Gemalto and Wavecom, and to organize meetings with Gemalto’s management.

Therefore, on September 11, 2008, Mr. Olivier Piou and Mr. Philippe Vallée, the Executive Vice President Telecom of Gemalto, met with Mr. Aram Hékimian, founder and director of Wavecom, in order to get to know each other. At the beginning of this meeting, Mr. Aram Hékimian signed a confidentiality undertaking containing the same terms and conditions as the confidentiality agreement signed by Gemalto N.V. and Wavecom on June 28, 2008.

On September 17, 2008, Mr. Olivier Piou and Mr. Christophe Pagezy, Executive Vice President Corporate Projects of Gemalto and Mr. Arno Goboyan met with Mr. Ronald Black, Mr. Anthony Maher, independent Director, Mr. Aram Hékimian, Director and significant shareholder of Wavecom, and Mr. Michel Alard, Director and co-founder of Wavecom, at a dinner during which the parties discussed the strategic rationale and terms for a strategic combination between Gemalto and Wavecom.

Following this dinner, it became obvious to Wavecom’s representatives that the two parties had very different opinions on the terms of such a combination between Wavecom and Gemalto.

On October 6, 2008, Wavecom was surprised and confused to learn the filing of an unsolicited tender offer initiated by Gemalto on the Shares and OCEANE of Wavecom, and presented by HSBC.

On October 9, 2008, the Board of Directors of Wavecom met and after due and careful consideration of Gemalto’s Offer to purchase Wavecom’s shares and OCEANE, reached the conclusion that Gemalto’s unsolicited Offer was against the interests of Wavecom, its shareholders and employees.

At a meeting on October 29, 2008, the Board of Directors of Wavecom requested that the M&A sub-committee, chaired by Mr. Anthony Maher and its Chief Executive Officer, Mr. Ronald Black, study different opportunities which would offer a greater industrial and financial commonality with respect to the interests of Wavecom, its shareholders and employees and undertook to review all potential strategic alternatives which they could present to the Board of Directors.

- 5 -

1.3. EXISTENCE OF RELATIONSHIPS BETWEEN WAVECOM AND GEMALTO

Members of the Company’s Executive Committee and other directors had in the past and may continue to have in the future, regular contacts with Gemalto’s employees notably in the marketing, business development and sales departments, including, but not only, in the context of the development of the Company’s inSim® product. Except as described above, the Company has not entered into any other agreements with Gemalto.

2 REASONED OPINION OF THE BOARD OF DIRECTORS

2.1 REASONED OPINION OF THE BOARD OF DIRECTORS DATED OCTOBER 29, 2008

2.1.1 Reasoned opinion of the Board of Directors dated October 29, 2008

On October 6, 2008, Gemalto filed with the Autorité des marchés financiers a draft all-cash tender offer for Wavecom Shares and OCEANE, which received the AMF clearance decision on October 24, 2008 (Decision and Information No. 208C1942).

During its meeting on October 29, 2008, the Wavecom Board of Directors decided unanimously that Gemalto’s all-cash tender offer was not in the interest of Wavecom, its shareholders and employees. As a result, Wavecom’s Board of Directors decided unanimously to recommend to Wavecom’s shareholders and other security holders not to tender their Wavecom securities in this offer.

During such meeting, the Board of Directors adopted the following opinion:

“The Wavecom Board of Directors met on October 29, 2008, with Mr. Michel Alard as Chairman. All of the directors were present or represented.

The Board of Directors considered the terms of the tender offer bid (hereinafter the “Offer”) whereby Gemalto offered to purchase the shares² (the “Shares”) of Wavecom issued or to be issued during the Offer and the potential reopening of the Offer for a price per share of 7 euros and the OCEANE of Wavecom for a price per OCEANE initially set at 20 euros, including accrued unpaid interest (and later increased to 31.30 euros, plus unpaid accrued interest, on October 17, 2008) as such terms were set forth in the draft offering memorandum (“note d’information”) published by Gemalto on October 6, 2008.

Gemalto announced its intention to initiate a separate offer in the United States (the “U.S. Offer” and, together with the Offer, the “Offers”) to the holders of Wavecom’s American Depositary Shares and Wavecom’s OCEANE residing in the United States, subject to conditions that it stated were “substantially similar” to those of the Offer.

The Board of Directors also considered the AMF’s clearance decision (“decision de conformité”) relating to Gemalto’s tender offer dated October 24, 2008, published under reference No. 208C1942. The Board of Directors considered Gemalto’s offer memorandum which received the AMF visa No. 08-225 on October 24, 2008 and which was published on that date. Finally, the Board of Directors was informed of the fact that pursuant to a decision of the AMF, dated October 27, 2008, published under No. 208C1944, the Offer was opened on October 28, 2008 and its closing date will be determined upon distribution of Wavecom’s reply document.

² As of June 30, 2008, the total number of Wavecom shares which would be issued upon due to the conversion of the OCEANE issued by Wavecom in 2007, the shares which would be issued upon exercise of Wavecom warrants, founders’ warrants or stock options.

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The Board of Directors noted that the Offers are subject to the condition of the contribution to the Offers of a minimal number of Shares representing, at the date of closing of the last of the two Offers, at least 50.01% of the share capital of Wavecom existing at that date.

On the basis of the above, the Board of Directors, having deliberated, in accordance with article 231-19 of the General Regulations of the AMF, made the following recommendation regarding the terms of the Offers and their consequences to Wavecom, its shareholders and employees. The Board of Directors underlines that the Offers were not solicited and that the Board considers them to be hostile, particularly in light of the confidentiality agreement which Wavecom and Gemalto signed on June 28, 2008 during discussions between them starting in April 2008 regarding a potential strategic combination, and whereby Gemalto undertook to refrain from any action on Wavecom’s securities for a period of 18 months.

Thus, the Board of Directors unanimously considered that:

• The highly opportunistic timing of Gemalto’s Offer is very unfavorable to all stakeholders of Wavecom

• The Offer occurs at times of unprecedented financial market turmoil on the back of the financial crisis.

• Small companies such as Wavecom have suffered more than larger ones.

• The change in the OCEANE Offer terms, which led to an increase of the price proposed of 56.5% between October 6 and October 16, demonstrates Gemalto’s rush in preparing its Offers and its willingness to benefit from highly opportunistic timing that disadvantages Wavecom stakeholders.

• It also seems that the opportunistic timetable was more critical than the strategic, industrial policy and integration issues that are barely detailed in Gemalto’s offering memorandum, which makes it difficult for the Company, its employees and more broadly its stakeholders to fully understand those, albeit critical, items.

• The Offer price does not take into account the strength of Wavecom’s core business

• M2M (Machine to Machine) is emerging as the growth engine for the mobile telecommunications industry.

• Wavecom is among the leaders in the M2M market and is particularly recognized for its innovative technologies, products and prime clients relationships (telecom operators and enterprise customers).

• Wavecom is strategically positioned and holds all assets required to fully benefit from the expected M2M market growth.

• The potential acquisition of Wavecom would provide Gemalto with a key positioning in the sector value chain, which strategic value is not reflected in the current Offer terms.

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• The Offer price does not reflect the strategic benefit to Gemalto of acquiring Wavecom’s promising technology initiatives - its unique embedded inSIM^® technology and its Anyware Technologies services offerings

• The SIM card industry is experiencing a rapid commoditization trend on the back of fierce competition from both cheap Chinese SIM card producers as well as global semiconductor players and current SIM cards are becoming less and less adapted to applications and clients require.

• Amongst others, Wavecom is developing two key strategic initiatives meeting M2M customers expectations and presenting significant growth and profits potential: inSIM® and Anyware Technologies’ solutions.

• Anyware Technologies’ solutions allow for remote management and diagnostics of all machines equipped with wireless communication and make M2M application development easy.

• The embedded SIM technology, inSIM®, increases the ability to meet industrial application conditions (reliability, logistics, security).

• The current terms of the Gemalto Offer fail to properly value those promising strategic initiatives.

• The hostile nature of the Offer could jeopardize the efficiency of Wavecom’s technical team and endanger the future of Wavecom’s innovation plan

• Hostile transactions carry a high degree of risk in knowledge-based industries such as technology.

• Wavecom’s value indeed lies in its employees and in particular, its management and highly recognised R&D employees.

• Wavecom employees are more likely to support a friendly transaction in which integration problems, the strategic and technological visions and the objectives were discussed and shared.

• The Gemalto Offer significantly undervalues Wavecom based on several widely accepted valuation methodologies

• The Offer Price represents a discount to Wavecom value based on valuation criteria that are widely used in this type of transactions.

• The Offer Price represents a significant discount to Wavecom’s value using trading comparables, while such multiples do not include the required control premium.

• For all valuation methodologies used, the Offer is at a discount to the implied price resulting from the application of such criteria.

• Based on the amount of cash outlay, after taking into account Wavecom’s cash and tax assets, Gemalto’s effective purchase price would be as low as 1.9 euros per Wavecom share

• The total amount of cash outflow from the acquisition of the shares and OCEANE is estimated at 188.9 million euros.

• Wavecom’s cash and cash equivalents as at September 30, 2008 (after payment of the 2008 OCEANE coupon and including the cash proceeds from the exercise of exercisable in-the-money dilutive instruments) is estimated at approximately 126.9 million euros.

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• The maximum impact of tax assets is estimated to amount to 32.5 million euros.

• The effective purchase price for Gemalto would therefore be as low as 1.9 euros per share.

As a result, the Board of Directors unanimously considered that the terms of the Gemalto Offers are manifestly insufficient. The Board of Directors determined that these Offers are not in the best interests of Wavecom, its shareholders and employees and therefore recommends to Wavecom’s securities holders not to tender their securities in the Offers.

The Board of Directors requested that the M&A sub-committee, presided over by Anthony Maher, independent director, and its Chief Executive Officer, Ronald Black, study different opportunities which represent a greater industrial, corporate and financial coherence to the interests of Wavecom, its shareholders and employees and undertook to review all projects which they would present to the Board of Directors. In addition, Merrill Lynch has been retained in the context of these unsolicited Offers to assist Wavecom in exploring all possible alternative solutions.

The Board of Directors decided that the Wavecom treasury shares will not be tendered to the Offer and invested Ronald D. Black, Chief Executive Officer, with the powers to finalize and sign the reply document.

The directors indicated unanimously their intention at this stage not to tender their own securities to the Offers.”

2.1.2 Press release issued by the Board of Directors on October 9, 2008

“After due and careful consideration of Gemalto’s unsolicited offer to take control of Wavecom, the board of directors of Wavecom has reached the conclusion that Gemalto’s hostile offer is not in the best interests of Wavecom, its shareholders and employees.

Anthony Maher, independent director and Chairman of Wavecom’s M&A sub-committee summarized the position of the board, saying “While Wavecom is always interested in any transaction that benefits shareholders and other stakeholders, we have concluded that the proposed acquisition by Gemalto fails to deliver sufficient value to merit support.”

The board will issue a more detailed opinion on Gemalto’s offer together with its formal response, in accordance with AMF (French Stock Market Authorities) regulations and within the designated timeframe.

The board concluded by reiterating its full confidence in the management of Wavecom and supported its ongoing efforts, together with the employees of Wavecom, to maximize value-creation for all stakeholders of the Company.”

2.2 DETAILED ELEMENTS OF THE APPRECIATION OF GEMALTO’S OFFER BY THE BOARD OF DIRECTORS

The Board of Directors believes that:

n The timing of Gemalto’s Offer is highly opportunistic and disadvantages the Company’s stakeholders;

n The Offer price does not take into account the strength of the Company’s core business;

n The Offer price does not reflect the strategic benefit to Gemalto of acquiring the Company’s promising technology initiatives—its unique embedded inSIM^® technology and its Anyware Technologies services offerings;

n The hostile nature of the Offer could jeopardize the efficiency of the Company’s technical team and endanger the future of the Company’s innovations;

n The Gemalto Offer significantly undervalues the Company based on several widely accepted valuation methodologies;

n Based on the amount of cash outlay, after taking into account the Company’s cash and tax assets, Gemalto’s effective purchase price would be as low as 1.9 euros per Company share.

2.2.1. The timing of Gemalto’s Offer is highly opportunistic and disadvantages the Company’s stakeholders

2.2.1.1. The Company’s current share price is severely impacted by the global financial markets turmoil

As a result of the turmoil in the financial markets, most global stocks have dropped significantly over the last few months. This decline accelerated in the month before Gemalto launched its bid, and has continued to do so, fuelled by funding concerns and macro news as credit markets ground to a standstill.

Smaller companies such as the Company have suffered disproportionately on the downside in terms of share price performance, as investors prefer larger and more visible stocks in such an environment. As an illustration of this “flight to size”, the CAC Small 90 index, of which the Company is a constituent, has decreased by 44% over the 12 months preceding the Offer, while the CAC Mid and Small 190 decreased by 32% and the CAC 40 by 30%.

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As at October 3, 2008
	CAC 40	CAC Mid and Small 190	CAC Small 90	Wavecom
Last 2 Years	(22.4%)	(20.3%)	(32.2%)	(62.5%)
Last 12 Months	(29.7%)	(32.4%)	(44.1%)	(76.4%)
Last 6 Months	(16.7%)	(18.9%)	(24.2%)	(47.2%)
Last 3 Months	(4.3%)	(8.9%)	(12.8%)	(24.7%)
Last Month	(5.2%)	(13.5%)	(14.2%)	(14.1%)

Source: Factset

It is clear that Gemalto’s hostile Offer comes at the worst possible time for the Company’s share price and that its opportunistic timing severely disadvantages the Company’s shareholders.

2.2.1.2. The improved Offer for the OCEANES demonstrates that Gemalto rushed its Offer to take advantage of the opportunistic global market conditions

The information related to Gemalto’s Offer of 20.00 euros per OCEANE in the first Offer document (dated October 6, 2008) was incomplete, as it omitted the fact that bondholders have a put at par (31.30 euros per OCEANE, excluding accrued interest) that would be triggered upon the successful completion of Gemalto’s Offer. Gemalto’s incomplete description of the Offer for the OCEANE underscores its intention to benefit from opportunistic timing at the expense of the Company’s stakeholders.

While Gemalto initially offered 20.00 euros per OCEANE (including accrued interest payable on January 1, 2009), it is now proposing 31.31 euros per OCEANE (including the accrued interest, assuming the settlement date is January 5, 2009). In other words, Gemalto effectively raised its Offer on the OCEANE by 56.5% in a matter of days.

2.2.1.3. The vagueness of Gemalto’s strategic plans for the Company demonstrates the ill-considered and opportunistic nature of the Offer

Several changes have been made in the “Strategy and industrial policy” section of the Gemalto prospectus on October 6, October 16, and finally October 24, and Gemalto provided only limited details regarding its expected synergies from the combination. It is also telling that no detailed discussions between the two management teams have occurred on integration issues, potential synergies from a combination of the two companies, or strategic evolution due to the combination.

In addition, Gemalto’s submission is totally silent on its industrial plans and strategies regarding the automotive segment, despite the very significant portion of the Company’s business that it represents (approximately 40% of sales). The automotive business is very unique, requiring specific certifications, reliability commitments, technology, customer service, software, and manufacturing. None of these issues were addressed in Gemalto’s submission.

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This is clear evidence that Gemalto rushed its Offer in order to take advantage of market conditions and that as a result, its strategic analysis, as well as the assessment of the Company’s value and its Offer price, has suffered.

2.2.2. The Offer price does not take into account the strength of the Company’s core business

The global mobile telecommunications market is currently at a crossroads, with personal (hand-set) mobile telecommunications growth slowing (or even decreasing) and machine to machine (M2M) mobile telecommunications emerging as the growth engine for the industry:

n The hand-set industry is at a turning point and “analysts are now estimating mobile sales could fall by up to 27% in 2009”¹.

n Current market penetration in M2M is extremely low (less than 1% out of approximately 10 billion machines connected²) and an increase in penetration is therefore expected to fuel future growth (27% CAGR in volumes over the 2006-2013 period³)

The Company has built significant R&D expertise and strong technical know-how over the last fifteen years, as demonstrated by its extensive product and patent portfolio. It is now among the technological leaders in the growing M2M sector, and its products are well recognized for their innovative advanced features, reliability, and ability to be customised with software. The Company has a track record of innovations: the Company provided the first automotive dedicated wireless module in 1999, the first M2M operating system software in 2002, the first connectorless module for industrial applications in 2002, the first real-time operating system for wireless modules in 2005 and the first wireless micro-processor for industrial applications in 2006. The Company has also licensed twice its software cellular technology. More recently, in March 2008, PSA, a leading European Automotive company, gave the Company a significant award for innovation for inSIM^®, which improves reliability and robustness of cellular technology in automotive applications by integrating the SIM functionality directly into the cellular module.

Thanks to its strong position in the M2M market overall and its technological leadership, its core business offers promising opportunities that have the potential to generate significant revenues in the near future.

For instance, the Company has a strong pipeline in the automotive industry, where it has won significant contracts with Tier I auto suppliers in Europe and in Japan. In addition, the Company has recently launched several new innovative products, building a strong basis for future business. Examples include the Q52 Omni, the first device to offer cellular, satellite and GPS track and trace solution, the world’s first ATEX approved (suitable for usage in explosive atmosphere environments) GSM/GPRS wireless processor, new 3G GSM and CDMA solutions for wireless alarm, automotive and tracking applications, and a new software suite named OpenAT^® 2.0 with security plug-in features. These products have all been well received by the Company’s customers.

¹ Financial Times - October 27, 2008

² Source: Beecham research

³ Source: ABI (Q3 2008)

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Overall, the Company currently has a strong and promising projects pipeline, including 289 current main projects⁴, 291 projects in design in⁵/wins⁶ and 280 identified new business opportunities⁷.

The Company also holds a strong market share in the M2M business, has developed solid relationships with both mobile network operators and end markets and its innovative products are recognized in the M2M industry. The Company has therefore all the key elements in place and is well positioned to benefit from the growing M2M market.

Through the proposed acquisition Gemalto could benefit from new positioning in the value chain with unrivalled access to end market customers in M2M. Access to these customers would be very challenging for Gemalto to develop on its own given its historical focus on mobile network operators. Gemalto, in formulating its Offer price, did not attribute sufficient value to the strength of the Company’s core business.

2.2.3. The Offer price does not reflect the strategic benefit to Gemalto of acquiring the Company’s promising technology initiatives - its unique embedded inSIM^® technology and its Anyware Technologies services offerings

Historically, Gemalto has derived a significant portion of its revenue from the sale of SIM cards. The SIM card industry is experiencing a rapid commoditisation trend on the back of fierce competition from both cheap Chinese SIM card producers and global semiconductor players who control future technologies such as NFC (Near Field Communications) and payment. In fact, the volume growth rate of the SIM industry has been declining from over 30% per year to less than 17% per year, and Gemalto’s share has declined substantially from approximately 56% prior to the merger of Gemplus and Axalto, to 36% today⁸. As a result, Gemalto, which is more heavily exposed to the SIM business than some of its competitors, would benefit from a solution to shore up its position in the SIM industry and provide a new sales channel to replace traditional SIM revenue if it continues to decline.

The M2M market is of great strategic interest to Gemalto because it has the potential to provide such a solution. Gemalto faces a key obstacle to participation in the M2M market, however, because SIM cards, the products Gemalto and others make, are one of the least reliable components in M2M applications. Unlike consumer applications, such as mobile phones, where SIM cards perform well, M2M applications like automotive and metering have much more aggressive environments where temperature, humidity, and vibration can cause SIM cards to fail.

The Company’s inSIM^® technology provides a solution to the SIM card failures that can occur in M2M applications. The Company has been instrumental in leading the industry to define, develop, and deploy embedded SIM technology, branded inSIM^®, where the SIM processor chip is soldered directly into a Company (or other company) cellular module or other subsystem in the M2M application. With an embedded SIM processor, the SIM function is more robust and much less prone to failure than a conventional plastic SIM card. inSIM^® technology also has other advantages over more standard SIM technology, such as simplified logistics flows and improved security (as the SIM is directly placed into the module).

⁴ Current main projects: customers’ projects which are in production either in the ramp-up stage or in volume production

⁵ Design in: samples have been delivered to the customer, products are under evaluation

⁶ Design win: customer has chosen the technology supplier

⁷ New business opportunity: opportunity which has been identified and qualified

⁸ Source : Frost & Sullivan “World GSM Smart Card Markets” January 8, 2004; Gartner “ Market Trends: Chip Cards and Chip Card Semiconductors, Worldwide, 2007” April 30, 2008

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As demonstrated by the recent announcement by the Company, Oberthur Card Systems, and Vivo (the leading Brazilian operator) regarding collaboration on inSIM^®, the Company is now engaged with Gemalto’s competitors in significant business opportunities. In fact, Brazil’s new law requiring cellular modules to be placed in all cars, buses, trucks, motor bikes, and containers makes Brazil one of the most important M2M regional markets in the world.

Anyware Technologies, a subsidiary of the Company, develops and sells advanced end-to-end software solutions that optimize enterprise processes involving wireless communication. Anyware solutions allow customers to develop wireless products that connect equipment seamlessly to their IT infrastructures. In other words, Anyware Technologies makes M2M application development easy. In addition, Anyware solutions can be sold on a subscription basis and therefore generate recurring sales. Given that the marginal cost of adding subscribers is extremely low, such solutions have the potential to generate high profitability and recurring cash flow. These solutions are complementary to Gemalto’s current service platform, but tailored for the M2M market.

Through sales of inSIM^® and Anyware products, the Company is building preferential partnerships directly with mobile telecommunication operators (the traditional end customers in Gemalto’s core business), as well as with corporate end users. Because mobile operators can now purchase semiconductors and assemblies, including SIM cards, directly from the Company, they no longer need to purchase directly from SIM card manufacturers such as Gemalto. This market dynamic has the potential to effectively disintermediate classic SIM card producers by straining their relationships with traditional customers and weakening their positions in the value chain.

Acquiring the Company and its inSIM^® and Anyware technologies would enable Gemalto to:

n Address the problem of SIM card failure in M2M applications;

n Solidify its relationships with its traditional mobile operator customers by selling integrated SIM modules directly to them; and

n Gain immediate access to the Company’s installed base of end user enterprise customers, with whom Gemalto has had limited experience.

The Company believes that these strategic benefits are of unique value to Gemalto, and that Gemalto has failed to reflect this value in its Offer price.

2.2.4. The hostile nature of the Offer could jeopardize the efficiency of the Company’s technical team and endanger the future of the Company’s innovations

Contrary to public statements by Gemalto, its Offer is unsolicited and hostile. Hostile transactions carry a high degree of risk in knowledge-based industries such as technology.

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The success of a strategic combination between two groups in a knowledge-based industry is primarily based on the ability to bring together technical teams to complete innovative projects and bring them to market in an efficient and coordinated way. The value of the Company resides in its employees and in particular, its management and highly recognised R&D employees. Such employees are more likely to support a friendly transaction than a hostile Offer, as engineers and managers may fear that a hostile transaction could lead to potential integration problems and a disconnection of technological visions and objectives.

2.2.5. The Gemalto Offer significantly undervalues the Company based on several widely accepted valuation methodologies

2.2.5.1 Methodology and key assumptions

Prospective financial information for the Company is based on a consensus (average) of forecasts from the following selected equity research analysts: Exane, Natixis Securities, and Fortis Bank. Only brokers that issued a research note after the Company published its third quarter results have been selected, i.e. taking into account the Company’s most recent results and the difficult business environment.

Because the Company does not provide financial guidance, all prospective financial information used below is based on figures from securities analysts. The reports of securities analysts are the only source of the Company financial data available to Gemalto. While the Company does not endorse any analyst projections, including those discussed below, it is providing this analysis to demonstrate that Gemalto has mispriced its Offer based on the information available to it.

The number of shares used in the following section stands at 15,477,978 on a diluted basis (i.e. the total number of shares outstanding at September 30, 2008 of 15,820,442, including 152,673 free shares which vested in May 2008, minus the treasury shares as at September 30, 2008, plus the total number of shares resulting from the exercise of exercisable stock options, warrants, and founders’ warrants as at September 30, 2008, that are in the money under the terms of the current Gemalto Offer and 154,900 non vested free shares as at September 30, 2008). Treasury shares are excluded from the total number of shares and are assumed to be cancelled (most common treatment of treasury shares for valuation purposes), and the value of such shares is therefore not added in the equity to enterprise value bridge.

Number of Shares Outstanding as at September 30, 2008	15,820,442
Treasury Shares as at June 30, 2008	(391,649)
Shares Bought Back since June 30, 2008	(700,212)
Total Treasury Shares as at September 30, 2008	(1,091,861)
Exercisable In-The-Money Stock Options, Warrants and Founder’s
Warrants plus Non Vested Free Shares as at September 30, 2008(1)	749,397
Fully Diluted Number of Shares as at September 30, 2008	15,477,978

Source: Wavecom.

(1) Dilutive instruments are taken into account assuming that exercisable stock options, warrants and founder’s warrants as at September 30, 2008, that are in the money under the terms of the current Gemalto Offer, are exercised.

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The total adjustments between the Company’s equity and enterprise value as of September 30, 2008 amounted to (46.3) million euros. These included short term and long term debt, cash, marketable securities and cash equivalent items. The OCEANE bonds (excluding accrued interests) have been accounted for at par value (80.5 million euros), in line with the revised Gemalto Offer communicated on October 16, 2008. This also includes 2.8 million euros cash proceeds resulting from the exercise of exercisable stock options, warrants and founder’s warrants as at September 30, 2008 that are in the money under the terms of the current Gemalto Offer.

Total Enterprise Value to Equity Value Adjustments (€m)
Long-term portion of capitalized lease obligations	0.2
Current portion of capitalized lease obligations	0.3
Long-term portion of convertible bonds	80.5
Short-term portion of convertible bonds	1.1
Cash and cash equivalents	(3.4)
Marketable securities	(122.2)
Cash proceeds from exercice of exercisable in-the-money stock options, warrants and founders’ warrants(1)	(2.8)
Total Adjustments as at September 30, 2008	(46.3)

Source: Wavecom, as at September 30, 2008

(1) Dilutive instruments are taken into account assuming that exercisable stock options, warrants and founder’s warrants as at September 30, 2008, that are in the money under the terms of the current Gemalto Offer, are exercised.

2.2.5.2 Gemalto’s Offer is at a discount to the Company’s 12-month average share price

Given the financial market crisis and the fact that smaller capitalisation stocks have suffered more than others, the use of long-term share price averages is more relevant as they neutralise such exogenous factors. As an example, the week ending on October 3, 2008, i.e. the reference date of the Gemalto Offer saw the rescue plan of Fortis and the rejection and then approval of the TARP Plan by the US House of Representatives, sending volatility to historical highs.

As at October 3, 2008, the Gemalto Offer price represents a 22% discount compared to the 12-month weighted average share price and only a 1.8% premium compared to the 9-month weighted average share price.

Since September 15, 2008, the date of Lehman Brothers’ bankruptcy, financial markets have seen unprecedented volatility. Looking at the Company’s stock price prior to Lehman Brothers’ bankruptcy shows even higher discounts: based on a reference date of September 12, Gemalto’s Offer is at a discount of nearly 28% to the Company’s 12-month weighted average share price.

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Criteria (before filing of the offer, as at October 3, 2008)	Share Price (€)	Premium Offered (%)
Last share price before filing of the Offer	4.08	71.6%
1-month volume weighted average	4.39	59.5%
3-month volume weighted average	4.66	50.2%
6-month volume weighted average	5.52	26.7%
9-month volume weighted average	6.88	1.8%
12-month volume weighted average	8.99	(22.1%)
52-week intraday high	20.32	(65.6%)
Criteria (before Lehman Brothers’ bankruptcy, as at September 12, 2008)	Share Price (€)	Premium Offered (%)
Last share price before Lehman Brothers’ bankruptcy	4.54	54.2%
1-month volume weighted average	4.73	47.9%
3-month volume weighted average	4.93	42.1%
6-month volume weighted average	5.86	19.4%
9-month volume weighted average	7.23	(3.1%)
12-month volume weighted average	9.67	(27.6%)

Source : Factset

2.2.5.3 Gemalto’s Offer is at a discount to the Company’s valuation based on a trading comparables analysis

A large set of comparable companies has been identified including Avocent, Digi International, Novatel Wireless, Option, RF Micro Devices, Sierra Wireless, Skyworks Solutions and Telit Communications. Given the wide spread of profitability levels of the analyzed comparables, and consistent with industry practices, the analysis has been restricted to EV/Sales multiples.

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	Business Description	LFY Sales	Geographical Split	Business Units Split	Similarities to Wavecom
Avocent	Designs, manufactures, licenses, and sells software and hardware products and technologies that provide connectivity and centralized management of IT infrastructure	€439m	USA (52%) International (48%)	Management Systems (77%) LANDesk (19%) Other (4%)	n  Focused on connectivity n  Enterprise focus n  Increasingly solution based
Digi Int.	Develops products (embedded and non-embedded) and technologies to connect and securely manage local or remote electronic devices over the network or via the web	€131m	US (65%) Europe (25%) Asia Pacific (8%) Other (2%)	Single reporting segment	n  Wireless technology company n  Network connectivity n  Provides embedded modules and wireless connectivity products for various wireless protocols n  Similar end markets services n  Increasingly solution based
Novatel Wireless	Provider of wireless broadband access solutions for the global mobile communications market	€314m	USA (75%) Europe (23%) Australasia (2%)	Single reporting segment	n  Develops modules targeted at the mobile computing market n  Wireless broadband access solutions n  Develops 3G based products
Option	Designs, develops, and manufactures devices that provide high-quality wireless access to the Internet	€302m	Europe (87%) International (13%)	External Devices (90%) Embedded modules (10%)	n  Develops embedded and non embedded wireless modules n  Addresses the wireless communications market n  Various wireless protocols
RF Micro Devices	Designs and manufactures radio frequency components and system solutions for mobile communications	€676m	Asia (67%) Europe (19%) US (11%) Other (4%)	Single reporting segment	n  Wireless technology and RF components supplier n  Develops components for cellular communication n  Provides connectivity for mobile devices
Sierra Wireless	Provides leading edge wireless wide area modem solutions for the mobile computing, rugged mobile and M2M markets	€322m	Americas (69%) Asia-Pacific (19%) EMEA (12%)	AirCards (72%) Embedded Modules (21%) Mobile & M2M (6%) Other (1%)	n  Develops embedded and non embedded wireless modules n  Addresses the wireless communications market n  Various wireless protocols
Skyworks Solutions	Designs, manufactures, and markets a broad range of high performance analog and mixed signal semiconductors that enable wireless connectivity for wireless handsets	€558m	Asia Pacific (84%) Americas (11%) EMEA (5%)	Single reporting segment	n  Develops components to enable cellular connectivity n  Various mobile platforms
Telit	Develops, manufactures and markets GSM/GPRS, UMTS/HSDPA and CDMA/ EVDO communication modules for M2M applications	€52m	EMEA (71%) Asia Pacific (26%) Americas (3%)	Single reporting segment	n  Wireless technology company n  Develops and manufactures communication modules for M2M applications n  Direct competitor in Europe

Source: Companies public information and websites, Factset, Annually averaged exchange rates, SEC filings

The Gemalto Offer stands at discounts of 33.8% and 28.2% to the Company’s implied standalone valuation of 10.6 euros and 9.7 euros per share, based on trading comparables’ EV/Sales 08E/09E multiples (as detailed in the table below).

Moreover, while the Gemalto Offer is at a significant discount to the implied trading comparables valuation, it does not even take into account any control premium, which should be paid to the Company shareholders in a transaction such as the one Gemalto is proposing.

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	Price 1-month Average	Market Value (EURm)	Enterprise Value (EURm)	EV / Sales
				2008E	2009E
Avocent	$20.8	678	687	1.44x	1.35x
Digi International	$11.0	209	162	1.16x	n.a.
Novatel Wireless	$6.2	143	52	0.20x	0.19x
Option	€2.8	117	86	0.32x	0.28x
RF Micro Devices	$3.2	599	904	1.24x	1.17x
Sierra Wireless	$10.4	238	96	0.23x	0.21x
Skyworks Solutions	$8.4	1,021	1,022	1.61x	1.47x
Telit Communications	€0.6	25	45	0.80x	0.60x
Mean				0.87x	0.75x
Wavecom Brokers’ Consensus Sales (€m)				134.4	139.2
Implied Enterprise Value (€m)				117.5	104.6
Implied Wavecom Share Value (€)				10.6	9.7
Discount of Offer Price				(33.8%)	(28.2%)

Source Company Reports, Factset, Brokers’ Reports, as at October 3, 2008

2.2.5.4 Based on precedent transactions, Gemalto’s Offer grossly undervalues the Company

The analysis of the multiples paid in comparable transactions involving the acquisition of control in the M2M telecom equipment sector over the last three years demonstrates the gross undervaluation of Gemalto’s Offer.

Six recent comparable transactions have been retained:

- the acquisition of Iridium Holdings by GHL Acquisition Corp in September 2008

- the acquisition of Siemens Wireless Modules by a consortium of investors in March 2008

- the acquisition of Ezurio by Laird Technologies in February 2008

- the acquisition of Telematics Wireless by ST Engineering in November 2007

- the acquisition of the M2M division of Bellwave by Telit in May 2008

- the acquisition of the M2M division of Sony Ericsson by the Company in March 2006

Gemalto’s Offer stands at a discount of 54.9% to the Company’s implied valuation of approximately 15.5 euros per share, based on multiples paid in precedent relevant transactions.

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Date Announced	Acquiror	Target	Transaction Value (€m)	EV / Sales LTM (1)
23-Sep-08	GHL Acquisition	Iridium Holdings	401.3	1.99x
04-Mar-08	Consortium	Siemens Wireless Modules	175.0(2)	0.75x
11-Feb-08	Laird Technologies	Ezurio	16.8	3.05x
19-Nov-07	ST Engineering	Telematics Wireless	55.6	2.33x(3)
30-May-06	Telit Communications	Bellwave M2M	6.3	0.39x
20-Mar-06	Wavecom	Sony Ericsson M2M	30.0	0.45x
Mean				1.33x
Wavecom LTM Sales (30-Sep-08)				146.4
Implied Wavecom Share Value (€)				15.5
Discount of Offer Price				(54.9%)

Sources: Companies public information, Wavecom, press releases, Factiva, foreign exchange rates at the date of announcement

Note: Excluding the two transactions with the highest and the lowest multiples (Lair Technologies/Ezurio and Telit Communications/Bellwave M2M) the implied Wavecom share value would still be largely in excess of Gemalto’s Offer: 13.0 euros per share, implying a discount of the Offer price of 46.3%

(1) Last 12 month

(2) Based on the mid-point of the estimated transaction value (Source: Mergermarket)

(3) Multiple is based on 2006 fiscal year sales, therefore excluded from average

2.2.5.5 The premium offered by Gemalto on the basis of a depressed share price is much lower than those paid in precedent hostile transactions occurring in much more favorable stock market environments

Because it is unsolicited, Gemalto’s Offer may be benchmarked against other hostile transactions in France, in which larger premia are generally paid than in comparable friendly transactions. Compared to premia observed in the most significant unsolicited public offers completed in France over the past six years, the implied premium of Gemalto’s Offer is 17 points below the premium observed on a 3-month average share price basis and 38 points below on a 6-month average share price basis.

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France - Hostile Takeover Bids			Premia Analysis
Date	Acquiror	Target	1 Month VWAP		3 Months VWAP		6 Months VWAP
Jul-06	Mittal Steel	Arcelor	79.0	%	81.2	%	91.1	%
May-04	Sanofi	Aventis	31.4	%	35.6	%	36.2	%
Nov-03	GE Real Estate	Sophia	24.3	%	27.9	%	32.0	%
Oct-03	Alcan	Pechiney	63.9	%	81.1	%	83.9	%
Feb-02	Groupe Partouche	Européenne de Casinos	64.0	%	73.8	%	60.2	%
Feb-02	Saica + Mondi	La Rochette	96.8	%	99.1	%	75.8	%
		Mean	59.9	%	66.4	%	63.2	%
		Gemalto Offer	57.5	%	49.5	%	25.5	%
		Difference	(2.4	%)	(16.9	%)	(37.7	%)

Source: AMF filings, successful hostile offers on a French target since February 2002

VWAP: Volume Weighted Average Price

Moreover, the share price performance of the selected targets during the month preceding the announcement of the hostile Offer showed an average increase of 10%, while the Company’s stock lost 14% during the month preceding the announcement on the back of exceptionally weak and volatile market conditions. This is further evidence of the opportunistic timing and grossly insufficient premium offered by Gemalto.

On the basis of the 6-month VWAP prior to Lehman Brothers’ bankruptcy, and based on premia observed in precedent French hostile transactions, Wavecom would be valued at 9.6 euros per share.

2.2.5.6 The Groupe Open unsolicited offer on Sylis is a very relevant recent precedent where the offer was raised and at a premium higher than what Gemalto is offering

The recent French unsolicited public tender offer by Groupe OPEN for Sylis, first initiated on July 7, 2008 and improved on August 28, 2008, has several interesting points of resemblance with the Gemalto Offer for the Company.

- Both companies operate in the IT services sector, while both the Company and Gemalto operate in the mobile communications sector

- The Groupe Open offer was opportunistically timed in the Summer of 2008, when IT services shares were not in favour with the market and had declined significantly

- Both offers were unsolicited after preliminary discussions between the parties

- Both offers were in cash, targeting all shares with a success threshold set at 50%

- The strategic rationale of both acquisitions was based on enhancing the target’s growth potential

The offer and subsequent improved offer by Groupe OPEN for Sylis demonstrates that a strategic transaction at a time of unprecedented financial market crisis should carry an extremely high premium, e.g. in excess of 100% compared to the most recent share price, in order to warrant support from shareholders. The Company’s shareholders deserve an offer recognizing the full strategic value of the Company and, therefore, an offer price significantly higher than Gemalto’s.

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2.2.5.7 It is highly unusual to perform a Discounted Cash Flow (“DCF”) valuation without having access to a business plan

Neither Gemalto nor its advisors have had access to the Company’s most recent business plan, which is the most critical input in a proper DCF analysis. Accordingly the Company believes that the DCF analysis performed by Gemalto lacks any reasonable basis and is therefore meaningless and irrelevant.

2.2.6. Based on the amount of cash outlay, after taking into account the Company’s cash and tax assets, Gemalto’s effective purchase price would be as low as 1.9 euros per Wavecom share

In order to fully assess the Company’s value, it is critical to take into consideration the following tax assets of the Company:

- income tax receivable due to carry back of past net operating losses of 9,617,000 euros as at September 30, 2008;

- research tax credit of 2,677,091 euros as at September 30, 2008; and

- tax savings impact of up to 20,210,260 euros from total operating losses carry forwards of 64,740,435 euros as at September 30, 2008

The net operating loss carry forwards, all have an expiration date beyond 2013, implying a relatively high likelihood of use, depending on the Company’s and Gemalto’s performance and other circumstances.

The Company and its shareholders should benefit from the above tax assets in the future and it appears that they have not been fully reflected in Gemalto’s current Offer.

Based on the current Gemalto Offer value of 188.9 million euros (7.00 euros per share and 31.31 euros per OCEANE, including accrued interest) and deducting cash available of 126.9 million euros (after payment of the interest due on the OCEANE for 2008 and cash proceeds from the exercise of dilutive instruments) as well as the impact of tax assets of up to 32.5 million euros (assuming full use of these assets), Gemalto’s effective purchase price could be as low as 1.9 euros per share.

2.2.7. Summary

Gemalto’s Offer is at a significant discount to the value of the Company based on the valuation criteria normally used in these kinds of transactions.

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Criterion	Valuation (€ per share)	Offered Premium / (Discount)
Last share price before Lehman Brothers' bankruptcy (September 12, 2008)	4.5	54.2%
1-month VWA price as at September 12, 2008	4.7	47.9%
3-month VWA price as at September 12, 2008	4.9	42.1%
6-month VWA price as at September 12, 2008	5.9	19.4%
9-month VWA price as at September 12, 2008	7.2	(3.1%)
12-month VWA price as at September 12, 2008	9.7	(27.6%)
Last share price before filing of the Offer (October 3, 2008)	4.1	71.6%
1-month VWA price as at October 3, 2008	4.4	59.5%
3-month VWA price as at October 3, 2008	4.7	50.2%
6-month VWA price as at October 3, 2008	5.5	26.7%
9-month VWA price as at October 3, 2008	6.9	1.8%
12-month VWA price as at October 3, 2008	9.0	(22.1%)
52-week intraday high price as at October 3, 2008	20.3	(65.6%)
Trading comparables as at October 3, 2008	9.7        10.6	(28.2%)        (33.8%)
Transaction comparables	15.5	(54.9%)

Source: Factset, AMF, SEC, companies’ public information, Factiva

VWA stands for Volume Weighted Average

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2.3 THIRD PARTY AGREEMENTS IN THE CONTEXT OF THE OFFER

Except as described in this Statement, neither the Company nor any person acting on its behalf has employed, retained or compensated, or currently intends to employ, retain or compensate, any other person to make solicitations or recommendations on the Company’s behalf with respect to the Offer.

The Company has retained Merrill Lynch Capital Markets (France) SAS (the “Advisor”) as its financial advisor in connection with the Offer pursuant to the terms of an engagement letter dated October 31, 2008. The Company has agreed to pay the Advisor a reasonable and customary fee for such services. In addition, the Company has agreed to reimburse the Advisor’s expenses (including legal fees) and indemnify the Advisor against certain liabilities arising out of the engagement.

The Advisor and its affiliates may actively trade in the equity and debt securities of the Company or of the Offeror for their own account or for the accounts of their customers and accordingly, may at any time hold long or short positions in such securities.

The Company has retained Brunswick Group LLP as its financial public relations advisor in connection with the Offer. Brunswick Group will receive reasonable and customary compensation for its services and, potentially, a success fee, and reimbursement of out-of-pocket expenses in connection therewith. The Company has agreed to indemnify Brunswick Group against any liabilities relating to, or arising out of, the engagement.

The Company has retained Thomson Reuters to assist it in the identification of its record shareholders for which it will receive a reasonable and customary fee for such services.

The Company has also retained The Bank of New York – Mellon (New York) for U.S. shareholders and HQB Partners (London) to assist it in connection with the Company’s communications with the U.S. holders of the Company’s securities. The Company has agreed to pay The Bank of New York – Mellon and HQB Partners customary fees for its services and out-of-pocket expenses in connection therewith.

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3 CONTRACTUAL CLAUSES WHICH MAY HAVE AN IMPACT ON THE APPRECIATION OF THE OFFER OR ITS OUTCOME

3.1 CONTRACTUAL CLAUSES TO WHICH THE COMPANY IS A PARTY

The Company is not party to any agreement which contains a clause which would have a significant impact on the appreciation of the Offer or its outcome.

3.2 CONTRACTUAL CLAUSES KNOWN TO THE COMPANY

To the Company’s knowledge, there is no clause of any agreement which would have a significant impact on the appreciation of the Offer or its outcome.

4 INFORMATION ON THE COMPANY

4.1 SHARE CAPITAL STRUCTURE

The Company is a société anonyme with a share capital of 15,820,442 euros, divided into 15,820,442 shares of a nominal value of 1 euro per share. The total number of voting rights is of 14,728,581.

To the Company’s knowledge, the following table represents the distribution of Company’s share capital on September 30, 2008:

Shareholder	Number of shares	Percentage of capital	Percentage of voting rights
Aram Hékimian*	1,800,381	11.38	12.22
Michel Alard*	1,538,533	9.72	10.45
Sloane Robinson**	898,654	5.68	6.10
Lansdowne Partners**	831,455	5.26	5.65
Jo Hambro Capital Management Limited**	777,487	4.91	5.28
Treasury shares***	1,091,861	6.90	0
Public	8,882,071	56.14	60.31
Total	15,820,442	100	100

* Acting for himself and on behalf of his family.

** Declarations of Sloane Robinson dated June 13, 2007, Lansdowne Partners dated November 1, 2007 and Jo Hambro Capital Management Ltd dated July 14, 2008.

*** Of which 154,900 shares representing 0.98% of Wavecom’s share capital are allocated to be distributed as free shares to the employees.

The Company has not issued any shares with double voting rights. The difference in the table above between the percentages in capital and in voting rights is due to the fact that the Company’s treasury shares are deprived of voting rights.

The securities granted to the management and employees of the group and giving access to the share capital of the Company, or other rights giving access to the share capital of the Company, in force as of September 30, 2008, are the following: (i) Founders’ Warrants

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giving the right to subscribe to 399,312 shares of the Company, (ii) 154,900 free shares, (iii) stock options giving the right to subscribe to 1,264,625 shares of the Company and (iii) Warrants giving the right to subscribe to 110,001 shares of the Company.

On July 13, 2007, Wavecom issued 80.5 million euros principal amount of bonds convertible into and/or exchangeable for new or existing shares (the “OCEANE”) due January 1, 2014. It is represented by 2,571,884 OCEANE of a nominal value of 31.30 euros each. The OCEANE will bear interest at a rate of 1.75% per annum. The bonds were issued in a public offer pursuant to a prospectus which received the visa n^o 07-242 of the AMF.

There are no other securities or rights giving access to the Company’s share capital.

It is to be noted that Gemalto’s Offer Memorandum indicates that the Offer is made for all of the Company’s shares, including (i) the 15,811,381 shares existing as of June 30, 2008, (ii) 2,571,842 shares resulting from the conversion of the OCEANE and (iii) 1,505,542 shares resulting from exercise of the warrants, founders’ shares and stock options of Wavecom, that can be exercised as on June 30, 2008. The number of Shares, provided by Gemalto, does not correspond to the information in possession of Wavecom who considers that the Offer is made for a total number of 19,708,091 shares, including 15,820,442 shares constituting the share capital of the Company on September 30, 2008 (reduced by the 152,673 free shares attributed to Wavecom’s employees during the conservation period as of September 30, 2008), 2,571,884 shares that would result from the conversion of the OCEANE and 1,468,438 shares that would result from the exercise of the warrants, the founders’ warrants, or stock options of Wavecom, eligible to be exercised as of September 30, 2008.

4.2 DIRECT OR INDIRECT PARTICIPATION IN THE CAPITAL OF THE COMPANY SUBJECT TO A NOTIFICATION OF THRESHOLD CROSSING

On October 31, 2008, except as described below, no transaction in the Shares, has been effected during the past 60 days from the date of this reply document by the Company, one of its subsidiaries, or to the knowledge of the Company, any of the Company’s executive officers, directors or affiliates.

Identity of Person	Date of Transaction	Number of Shares	Weighted Average Price per Share		Nature of Transaction
Wavecom	09/01/2008	16,372	€	4.9056	Share buyback
Wavecom	09/02/2008	16,647	€	4.9584	Share buyback
Wavecom	09/03/2008	16,342	€	4.3991	Share buyback
Wavecom	09/04/2008	144,933	€	4.7997	Share buyback
Wavecom	09/05/2008	15,674	€	4.7025	Share buyback
Wavecom	09/08/2008	15,228	€	4.7137	Share buyback
Wavecom	09/09/2008	12,441	€	4.7192	Share buyback
Wavecom	09/10/2008	9,919	€	4.6074	Share buyback
Wavecom	09/11/2008	12,042	€	4.6074	Share buyback
Wavecom	09/12/2008	14,723	€	4.5280	Share buyback

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To the Company’s knowledge, on September 30, 2008, the capital of the Company was distributed as indicated in section 4.1 above. With the exception of the abovementioned shareholders, no shareholder holding more than 5% of the capital or voting rights of the Company made himself known to the Company.

To the knowledge of the Company, the main modifications in the Company’s share capital since January 1, 2008 are the following:

• Reduction in the participation of Jo Hambro Capital Management Limited to 777,487 shares, on July 9, 2008; and

• Reduction of the participation of Mr. Michel Alard, acting for himself and on behalf of his family, to 1,568,533³ shares, on September 8, 2008.

Over the course of September 2008, Michel Alard, Chairman of the Board of Directors, carried out the following sales on the open market in order to pay a portion of the estate taxes due upon the death of his wife in May 2008. In the absence of an alternative financing option, he may need to sell additional Shares over the coming weeks representing a total amount of approximately 1 million euros.

Identity of Person	Date of Transaction	Number of Shares	Price per Share		Nature of Transaction
Michel Alard	09/08/2008	10,000	€	4.67	Sale on Euronext
Michel Alard	09/09/2008	10,000	€	4.73	Sale on Euronext
Michel Alard	09/10/2008	10,000	€	4.67	Sale on Euronext
Michel Alard	09/11/2008	10,000	€	4.61	Sale on Euronext
Michel Alard	09/12/2008	10,000	€	4.45	Sale on Euronext

On September 22, an employee of Wavecom exercised 2,000 founders’ shares (with an exercise price of 4.19 euros), resulting in an increase in the share capital of Wavecom of a total amount of 2,000 euros following the issuance of a total of 2,000 new Wavecom shares of a nominal value of 1 euro per share. During the 60 days prior to the date of this reply document, Wavecom has not issued any other securities giving access to the share capital of the Company.

³ As mentioned in the table below, Mr. Michel Alard subsequently sold 30,000 shares of the Company on the market.

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4.3 RESTRICTIONS ON THE EXERCISE OF VOTING RIGHTS AND TRANSFER OF SHARES

4.3.1 Statutory restrictions on the exercise of voting rights and transfer of shares

There are no statutory restrictions on the exercise of voting rights or on the transfer of shares of the Company, other than with respect to the Company’s treasury shares which have no voting rights.

4.3.2 Shareholders’ agreement known to the Company and which could lead to restrictions on the transfer of shares or the exercise of voting rights

To the knowledge of the Company, there is no shareholder agreement restricting the transfer of the shares of the Company or the exercise of voting rights.

4.3.3 Contractual provisions regarding preferential conditions for the transfer or purchase of shares concerning at least 0.5% of the share capital or voting rights of the Company

To the knowledge of the Company, there is no contractual clause providing for preferential conditions for the transfer or purchase of shares and concerning at least 0.5% of the share capital or voting rights.

4.4 LIST OF HOLDERS OF SECURITIES WHICH CONTAIN SPECIAL CONTROL RIGHTS AND DESCRIPTION THEREWITH

None.

4.5 CONTROL MECHANISMS IN CASE OF A POTENTIAL EMPLOYEE SHAREHOLDING WHEN THE CONTROL RIGHTS ARE NOT EXERCISED BY THE EMPLOYEES

None.

4.6 AGREEMENTS MODIFIED OR TERMINATED IN CASE OF CHANGE IN CONTROL OF THE COMPANY

In Wavecom’s Document de Référence relating to the financial year ended December 31, 2007, filed by Wavecom with the AMF on April 8, 2008 under number D.08-0211, the Company describes its important contracts. Some of these contracts contain change in control provisions that would allow the counterparty to terminate the contract in the event of the success of Gemalto’s Offer. Considering the hostile character of the Offer and the fact that some of the mandataires sociaux and other key employees of the Company might not remain in the Company following the Offer, Wavecom is therefore not able to indicate whether the execution of these contracts will continue in the event of the success of Gemalto’s Offer.

Although this agreement does not contain any change of control provision, the Reference Document relating to the financial year ended December 31, 2007, mentions the industrial manufacturing contract with Solectron (bought by Flextronics). This contract was renegotiated in its entirety following Wavecom’s decision to entrust this company with all of Wavecom’s industrial needs. The parties entered into a definitive agreement which is in fact composed of three different contracts: the “Cooperation Agreement”, the “Global Manufacturing Agreement” and the “Supply Chain Agreement”, all signed on November 29, 2007. None of these contracts can be transferred by either party without the agreement of the co-contractor.

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The Company has a number of important long standing clients, distributors and suppliers with which it signed several contracts or with which it contracts under the cover of its general sales conditions. The Company has also obtained licenses on third parties’ intellectual property rights, in particular, but not only, on “essential” patents, as described on page 31 of the Company’s 2007 Reference Document. It is not unusual, and it is even systematic, in the Company’s activity sector, for these contracts not to be transferable without the agreement of the co-contractor, or to have a termination clause in case of a change of control. Moreover, some co-contractors might not want to pursue their relationship with the Company in the event of an acquisition by the Offeror.

4.7 RULES APPLICABLE TO THE APPOINTMENT AND REPLACEMENT OF THE DIRECTORS AS WELL AS TO THE MODIFICATION OF THE COMPANY’S BY-LAWS

4.7.1 Rules applicable to the nomination or replacement of the Board of Directors

The Company is managed by a Board of Directors made up of at least three individuals or legal persons elected for a term of three years renewable, by the majority vote among the shareholders present or represented at the ordinary general shareholders’ meeting. The ordinary general shareholders’ meeting can revoke any member of the Board of Directors by a majority vote among the shareholders present or represented.

4.7.2 Rules applicable to the modification of the by-laws

The extraordinary general shareholders’ meeting cannot modify the by-laws of the Company unless it is proposed to do so by the Board of Directors and only by the majority vote of two-thirds of the shareholders present or represented.

4.8 POWERS OF THE BOARD OF DIRECTORS, PARTICULARLY REGARDING THE ISSUANCE AND REPURCHASE OF SHARES

The Board of Directors defines the orientations of the Company’s activity and supervises their implementation. With respect to third parties, the Company is responsible for the actions of the Board, even those taken outside of the corporate purpose. The Chief Executive Officer is elected by the Board of Directors and represents the Company in interactions with third parties.

The general shareholders’ meeting, or the Board of Directors following a delegation by the Shareholders’ meeting, decides on the issuance of new shares.

The Company can only acquire its own shares if (i) the general shareholders’ meeting authorized the Board to do so, (ii) if the available reserves are at least equal to the purchase price and (iii) if the shares held by the Company and its subsidiaries represent less than 10% of the issued share capital.

The general shareholders’ meeting held on May 14, 2008 authorized the Board of Directors to proceed to the repurchase of the Company’s shares within a limit of 10% of the share capital. The resolution specifies that the delegation is valid for 18 months and is also applicable during a public offer.

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4.9 AGREEMENTS, CONTRACTS, PROTOCOLS BETWEEN THE COMPANY AND ITS DIRECTORS OR MEMBERS OF THE EXECUTIVE COMMITTEE

4.9.1 Shares and other securities held by the Directors and members of the Executive Committee

The following table indicates the number of ordinary shares, founders’ warrants, stock options, free shares and warrants not exercised as of September 30, 2008 by the members of the Board of Directors and Executive Officers and those that are eligible to be exercised as of September 30, 2008.

Beneficiary	Total number granted and not exercised as of September 30, 2008	Exercised average price, weighted by volume	Number eligible to be exercised as of September 30, 2008	Exercised average price, weighted by volume	Price range in Euros
Ronald Black*	636,194	5.14	522,363	5.52	3.29-10.62
Olivier Beaujard	28,530	49.29	27,278	51.36	4.19-139.52
Chantal Bourgeat	40,000	7.99	31,870	7.69	4.19-11.40
Didier Dutronc	51,500	8.16	40,036	7.95	4.19-11.40
Andres Franzen	50,000	10.62	29,164	10.62	10.62
Bernard Gilly**	33,334	10.00	13,333	11.40	6.64-21.90
Philippe Guillemette	127,750	16.40	75,662	25.50	4.19-103.23
Stephen Imbler**	40,000	9.77	19,999	10.46	6.55-21.90
Stefan Lindvall	20,000	10.62	11,664	10.62	10.62
Anthony Maher**	36,667	10.06	16,666	11.25	6.55-21.90
Etienne Menut	36,000	9.23	31,206	9.14	4.19-11.40
Yann Merceron	2,000	39.18	2,000	39.18	39.18
Pierre Piver	41,000	7.60	32,244	7.28	4.19-11.40
Pierre Teyssier	51,000	14.26	40,786	15.46	4.19-39.18
Emmanuel Walckenaer	25,000	6.64	—	—	6.64

* The stock options attributed to Mr. Ronald Black are subject to conditions and to a special exercise calendar according to which, in the event of a negotiated merger, acquisition of the Company, or hostile takeover bid on the shares of the Company, that results in Mr. Ronald Black being terminated within six months following the operation and if Mr. Black is not offered an opportunity to perform functions of an equivalent level, he would have the right to exercise his options that would have become eligible for exercise two years following the date of such operation, provided that he uses this right within 90 days following his termination. The stock options of which the exercise could thus be accelerated were attributed on May 17, 2006 and can be exercised for 10.62 euros.

** Holds Warrants which contain an acceleration clause in the event of a change of control.

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4.9.2 COMPENSATION PAID TO THE DIRECTORS AND MEMBERS OF THE EXECUTIVE COMMITTEE

4.9.2.1. Directors

For the 2008 financial year, the general shareholders’ meeting allocated a maximum global amount of 250,000 euros for directors’ fees, which are allocated based on attendance and participation in the meetings of the Board of Directors and its specialized committees.

4.9.2.2 Executive Officers

(i) Executive Officers

Except as set forth below in section (ii), each Executive Officer receives a base salary plus variable compensation and in some cases, benefits in kind. Pursuant to customary French employment practice, in the event that an Executive Officer’s employment with the Company is terminated at any time for any reason, such Executive Officer agrees not to compete with the Company for a period of time after termination and, in return, receives compensation from the Company during that period so long as the non-compete restriction remains effective against such former executive officer. Certain corporate officers benefit from an additional departure premium, independently from any change in control of the Company.

(ii) Chief Executive Officer

The Company and Ronald Black, the Company’s Chief Executive Officer, are party to a service agreement, dated July 22, 2004 (the “Service Agreement”).

Pursuant to the Service Agreement, Mr. Black shall be entitled to participate in all employee benefit plans of the Company including, but not limited to pension, profit sharing, medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executives at a comparable level subject to satisfying the applicable eligibility requirements.

For the calendar year ended December 31, 2008, Mr. Black’s fixed base compensation rate is 421,500 euros and he could receive up to 401,000 euros as a performance bonus. For the calendar year ended December 31, 2007, Mr. Black’s fixed base compensation was 421,500 euros and Mr. Black received a bonus of 281,000 euros. Mr. Black also receives benefits in kind due to his expatriation, including housing and indemnities covering his children’s school tuition. Mr. Black has also received equity based compensation subject to a specific vesting calendar and acceleration provisions in the event of a change in control. (See table in section 4.9.1)

In the event of an acquisition of the Company or a change of control following a tender offer which would represent a 40% premium in comparison to the price of the Wavecom shares on the market at the time of the announcement, a special bonus equal to one year of his annual fixed and variable salary would be paid to Mr. Black. The payment of this special bonus is contingent upon the success of the Offer.

See also provisions of paragraph 4.10 hereafter.

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4.10 AGREEMENTS REGARDING THE INDEMNIFICATION OF THE DIRECTORS AND EMPLOYEES IN THE EVENT THEY RESIGN OR ARE FIRED WITHOUT CAUSE OR IF THEIR TERM ENDS FOLLOWING A TENDER OFFER

In the event of a negotiated merger, acquisition of the Company, or hostile takeover bid on the shares of the Company, that results in Mr. Ronald Black being terminated within six months following the operation, and if Mr. Black is not offered an opportunity to perform functions of an equivalent level, the Company has undertaken to pay to Mr. Ronald Black a severance payment (except in case of gross or wrongful misconduct). The gross amount of this severance payment is equal to three times the annual fixed salary (i.e. 1,264,500 euros, calculated based on Mr. Black’s annual fixed salary for 2008), including the severance payment provided by law or collective bargaining agreements.

5 BOARD OF DIRECTORS’ AND EXECUTIVE COMMITTEE’S INTENT

The Board of Directors and the members of the Executive Committee of the Company announced their intent, as such, not to tender the Shares they hold or will come to hold due to the conversion or the exercise of the Company’s securities.

6 [INTENTIONALLY LEFT BLANK]

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EX-99.A.12

Exhibit 99(a)(12)

WAVECOM REJECTS GEMALTO’S OFFER AS INADEQUATE

Board Recommends that Shareholders Not Tender Shares

Board’s M&A Sub-Committee to Begin a Review of All Strategic Opportunities

Issy-les-Moulineaux (France), October 31, 2008 — The Board of Directors of Wavecom (NASDAQ: WVCM) today announced its recommendation to its securityholders, after thorough review of the unsolicited tender offer by Gemalto S.A. As a result of this review, the Board unanimously considers that the financial terms of the Gemalto Offer are clearly insufficient and has determined that this Offer is not in the best interest of Wavecom, its shareholders and employees.

Accordingly, the Board recommends that Wavecom securityholders not tender any of their securities to Gemalto. The basis for the Board’s unanimous decision is set forth in Wavecom’s Schedule 14D-9 filed today with the Securities and Exchange Commission.

The Board also confirmed today that, at its request, the M&A sub-committee of the Board will immediately begin consideration of all opportunities that could represent a greater industrial and financial compatibility with the interests of Wavecom, its shareholders and employees in mind.

Anthony Maher, independent director and Chairman of Wavecom’s M&A sub-committee commented, “Our Board, after careful review, has unanimously concluded that Gemalto’s offer provides insufficient value, disadvantages our shareholders, and is opportunistically timed given the unprecedented financial turmoil around the world, which has had a particularly negative impact on Wavecom and other companies of our size. Furthermore, the offer does not sufficiently value the strength of Wavecom’s core business and our growth potential as a leader the highly attractive M2M market. Nor does the Gemalto offer adequately reward our shareholders for the strategic benefits of acquiring Wavecom’s promising technologies.”

Given these factors, the Board recommends that shareholders not tender their shares into the Gemalto offer.

Reasons for the Board’s Recommendation

In arriving at its recommendation, the Wavecom Board of Directors considered numerous factors, including but not limited to the following:

- The timing of Gemalto’s Offer is highly opportunistic and disadvantages Wavecom’s stakeholders

• The Offer occurs at times of unprecedented financial market turmoil on the back of the financial crisis.

• Small companies such as Wavecom have suffered more than larger ones.

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• The change in the OCEANE (Convertible Bond) Offer terms, an increase by 56.5% between the October 6 and October 16, demonstrates Gemalto’s rush in preparing its Offer and its willingness to benefit from a highly opportunistic timing that disadvantages Wavecom stakeholders.

• It also seems that the opportunistic timetable was more critical than the strategic, industrial policy and integration issues that are barely detailed in Gemalto’s offering memorandum, which makes it difficult for the Wavecom, its employees and more broadly its stakeholders to fully understand those, albeit critical, items.

- The Offer price does not take into account the strength of Wavecom’s core business

• M2M is emerging as the growth engine for the mobile telecommunications industry.

• Wavecom is among the leaders in the M2M market and is particularly recognized for its innovative technologies, products and prime client and partner relationships (telecom operators and enterprise customers).

• Wavecom is strategically positioned and holds all assets required to fully benefit from the expected M2M market growth.

• The potential acquisition of Wavecom would provide Gemalto with a key position in the sector value chain, and this strategic value is not reflected in the current Offer terms.

- The Offer price does not reflect the strategic benefit to Gemalto of acquiring Wavecom’s promising technology initiatives - its unique embedded inSIM® technology and its Anyware Technologies services offerings

• The SIM card industry is experiencing a rapid commoditization trend on the back of fierce competition from both cheap Chinese SIM card producers as well as global semiconductor players and current SIM cards are becoming less and less adapted to applications and clients’ requirements.

• Amongst others, Wavecom is developing two key strategic initiatives meeting M2M customers’ expectations and presenting significant growth and profit potential: inSIM® and Anyware Technologies’ solutions.

• Anyware Technologies’ solutions allow for remote management and diagnostics of all machines equipped with wireless communication and make M2M application development easy.

• The embedded SIM technology, inSIM®, increases the ability to meet industrial application conditions (reliability, logistics, security).

• The current terms of the Gemalto Offer fail to properly value those promising strategic initiatives.

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- The hostile nature of the Offer could jeopardize the efficiency of Wavecom’s technical team and endanger the future of Wavecom’s innovations

• Hostile transactions carry a high degree of risk in knowledge-based industries such as technology.

• Wavecom’s value indeed lies in its employees and in particular, its management and highly recognized R&D team.

• Wavecom employees are more likely to support a friendly transaction in which the visibility on integration problems, the technological visions and the objectives are discussed and shared.

- The Gemalto Offer significantly undervalues Wavecom based on several widely accepted valuation methodologies

• The Offer represents a discount to Wavecom’s value based on valuation criteria that are widely used in these types of transactions.

• The Offer represents a significant discount to Wavecom’s value, while such multiples do not include the required control premium.

• For all valuation methodologies used, the Offer is at a discount to the implied price resulting from the application of such criteria.

- Based on the amount of cash outlay, after taking into account Wavecom’s cash and tax assets, Gemalto’s effective purchase price would be as low as €1.9 per Wavecom share

• The total amount of cash outflow from the acquisition of the shares and OCEANE (Convertible Bond) is estimated at €188.9 million.

• Wavecom’s cash and cash equivalents as at September 30, 2008 (after payment of the 2008 OCEANE (Convertible Bond) coupon and cash proceeds from the exercise of exercisable in-the-money dilutive instruments) is estimated at approximately €126.9 million.

• The impact of tax assets is estimated to amount up to €32.5 million.

• The effective purchase price for Gemalto would therefore be as low as €1.9 per share.

Wavecom – the wireless M2M experts

Wavecom is a leading provider of embedded wireless technology for M2M (machine-to-machine) communication. We provide a range of GSM/GPRS, CDMA, EDGE and 3G Wireless CPUs; programmable processors which also act as wireless modules or wireless modems. These are backed by a C and Lua-based cellular wireless software suite which includes a real-time operating system (RTOS), a software development environment based on Eclipse™, and several Plug-Ins (GPS, TCP/IP, security, Bluetooth™, Lua script and more). We also offer a wide range of professional and operated services. Our solutions are used for automotive telematics, smart metering, fleet management, GSM/GPS/satellite tracking, wireless alarms, wireless POS (point of sales), WLL (fixed voice), remote monitoring and many other M2M applications.

Founded in 1993 and headquartered in Issy-les-Moulineaux (France) near Paris, Wavecom has subsidiaries in Hong Kong (PRC), Research Triangle Park, NC (USA), Farnborough (UK), Munich (Germany) and Sao Paolo (Brazil). Wavecom is publicly traded on Euronext Paris (Eurolist) in France and on the NASDAQ (WVCM) exchange in the U.S.

http://www.wavecom.com

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This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934 which are not historical facts. Such forward-looking statements are based on the beliefs of Wavecom’s management as well as assumptions made by and information currently available to them. Actual results may vary significantly from those contemplated by these forward-looking statements based on a variety of factors. Words such as “outlook,” “potential,” “emerging,” “growth,” “anticipates,” “expects,” “believes,” “intends,” “plans,” “continuing,” “seeks,” “forecasts,” “estimates,” “goal,” and similar expressions often identify such forward-looking statements. Forward-looking statements in this press release include, without limitation, statements regarding the future of the M2M industry, the SIM card industry and other industries, future economic and market conditions, the future performance of Wavecom and Gemalto, the promise of Wavecom’s strategic initiatives, Wavecom’s business pipeline, reactions of Wavecom’s employees, customers, suppliers, contracting parties and other stakeholders to events surrounding the Offer, projections and assumptions underlying Wavecom’s financial analysis of its value and the offer, and the future value of Wavecom’s tax assets. All forward-looking statements are qualified by these cautionary statements and are made only as of the date they are made. Important factors that may cause such differences include, but are not limited to, those described in Wavecom’s Annual Report on Form 20-F for the fiscal year ended December 31, 2007, in the sections entitled “Item 3. Key Information – Risk Factors” and “Item 5. Operating and Financial Review and Prospects.”

Further risks and uncertainties associated with Gemalto’s unsolicited proposal to acquire Wavecom include: the risk that key employees may pursue other employment opportunities due to concerns as to their employment security with Wavecom; the risk that the acquisition proposal will make it more difficult for Wavecom to execute its strategic plan and pursue other strategic opportunities; the risk that the future trading price of our common stock is likely to be volatile and could be subject to wide price fluctuations; the risk that Wavecom may be unable to secure superior value as a stand-alone company or by pursuing other strategic alternatives; and the risk that stockholder litigation in connection with the Gemalto’s unsolicited proposal, or otherwise, may result in significant costs of defense, indemnification and liability. All forward-looking statements are qualified by these cautionary statements and are made only as of the date they are made.

Contact Wavecom

Contact Wavecom Lisa Ann Sanders Director Investor Relations Tel: +33 (0)1 46 29 41 81 e-mail: lisaann.sanders@wavecom.com Contact Brunswick : Andrew Dewar/Jérôme Biscay Tel: +33 (0)1 53 96 83 83 Nina Devlin +1 212 333 3810 e-mail: wavecom@brunswickgroup.com

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EX-99.E.1

Exhibit 99(e)(1)

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the “Agreement”) is made this 28^th day of June 2008 (the “Effective Date”) between

Wavecom S.A., a company organized under the laws of France, having its registered office at 3 esplanade du Foncet 92442 Issy les Moulineaux FRANCE, (“Wavecom”)

And

Gemalto NV, a company organized under the laws of France having its corporate headquarters at Joop Geesinkweg 541-542, 1096 AX Amsterdam, the Netherlands, (“COMPANY”)

Witnesseth

1. In connection with the consideration of a possible strategic “M&A” transaction, such as without limitation an acquisition, an asset transfer, or an amicable tender offer (offre publique) by either Party on each other’s business, assets or securities (the “Transaction”), the Parties (the “Parties” or individually the “Party”) hereto are to exchange Confidential Information (defined in Paragraph 3, below).

2. As a condition to either Party being furnished such information (the “Receiving Party”) by the other Party (“the Disclosing Party”), the Receiving Party agrees to treat any Confidential Information, whether prepared by the Disclosing Party or its Representatives (defined in Paragraph 3, below), which is furnished to the Receiving Party or its Representatives by the Disclosing Party or its Representatives in accordance with the provisions of this Agreement during the term of this agreement, and to take or abstain from taking certain other actions herein set forth.

3. For the purposes of this Agreement, “Confidential Information” means (i) information in any form furnished to the Receiving Party or its Representatives by the Disclosing Party or its Representatives either before or after the Effective Date, either in writing (including, for the avoidance of doubt, in electronic form) or orally by, during or in conjunction with discussions with the Disclosing Party or any of its Representatives; and (ii) the contents of this Agreement. Without limiting the foregoing, Confidential Information shall also include analyses, compilations, studies and other documents and data prepared by or on behalf of the Receiving Party or its Representatives which contain or otherwise directly reflect or are generated from any information described in (i) and (ii) above, and information viewed or learned by a Party during a visit to the other Party’s facilities. For the purposes of this Agreement, “Representatives” means a Party’s directors, employees, as well as the directors and employees of its holding company (if any) and other affiliates, agents or advisors together with banks and other finance providers that are asked to provide third party financing for the purpose of the Transaction.

4. The term “Confidential Information” does not include information which the Receiving Party can demonstrate by competent documentation (i) is already in possession of the Receiving Party, provided that such information is not known by the Receiving Party to be subject to another confidentiality agreement with the Disclosing Party or a third party, or (ii) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in breach of this Agreement or any other confidentiality obligation, or (iii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its Representatives, provided that such source is not known by the Receiving Party to be bound by a duty of confidentiality.

5. In consideration of Confidential Information being made available to it, the Receiving Party hereby agrees that it will, and will procure that its Representatives:

(i) use the Confidential Information only for the purpose of evaluating a possible Transaction with a view to consider whether the Receiving Party would be interested in completing the Transaction,

(ii) protect the disclosed Confidential Information by using the same degree of care, but no less than a commercially reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the Receiving Party uses to protect its own Confidential Information of a like nature,

(iii) not at any time, without the prior written approval of the Disclosing Party, disclose or reveal the Confidential Information to any person or other party whatsoever, other than its Representatives (having regard to the confidential nature of the information) who need to receive and consider the same for the purpose of evaluating a possible Transaction and who shall be informed of the confidential nature of the information and the terms of this Agreement, and for whom the Receiving Party hereby accepts full responsibility in the event of any breach of any of the obligations imposed on a Receiving Party hereunder, and

(iv) not without the prior express permission of the Disclosing Party discuss with any director, employee or Representatives of the Disclosing Party not listed in Attachment 1 the Confidential Information or any other matter in connection with or relating to the discussions or negotiations which are taking place.

Neither Party nor its Representatives will disclose to any person either the fact that discussions or negotiations are taking place (or have taken place) between the Parties regarding a possible Transaction or any of the terms, conditions or other facts relating thereto.

For the avoidance of doubt, nothing herein shall prohibit any public disclosures as required by law or regulations to effect a Transaction approved by Wavecom, such as disclosures made in any prospectus or public documents.

6. If the Receiving Party or any of its Representatives are required by law to make any disclosure that is not permitted by this Agreement, the Receiving Party or such Representative, as the case may be, will promptly (and, in any event, before complying with any such requirement, to the extent permitted by law) provide the Disclosing Party with notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Subject to the foregoing, the Receiving Party may disclose only that portion of the Confidential Information that, in the opinion of counsel acceptable to the Disclosing Party (which acceptance will not be unreasonably withheld) or by opinion or decision of a court or other governmental body having such authority, the Receiving Party is legally required to disclose or else stand liable for contempt or suffer censure or other significant penalty; provided, however, that the Receiving Party must use its best efforts at the Disclosing Party’s expense to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to any Confidential Information so disclosed. COMPANY understands and agrees that since Wavecom is a listed company (both on the Nasdaq and Paris Eurolist stock exchange) and COMPANY may have access to material non public information (information that a reasonable person would consider important in deciding whether to buy, hold or sell Wavecom securities, and information whose public disclosure would likely affect the market price of Wavecom securities), COMPANY must comply with French and U.S. securities laws, that provide that certain use of insider information, communication of insider information and/or manipulation of the market price will constitute a criminal offence.

Therefore, COMPANY shall abstain from buying, selling or trading any Wavecom equity or debt securities until the end of a 18-month period commencing on the Effective Date, except with the prior consent of Wavecom or as part of the consummation of a bona fide tender offer made pursuant to applicable laws and regulations following a tender offer (offre publique) on the shares of Wavecom initiated by a third party.

7. The Receiving Party understands that neither the Disclosing Party nor any of its Representatives has made or make any representation or warranty as to the accuracy or completeness of the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor any of its Representatives shall have any liability to the Receiving Party or any of its Representatives resulting from the use of the Confidential Information. The Receiving Party acquires no intellectual property rights from the Disclosing Party under this Agreement and no right or license to any trademark, patent, copyright, mask work protection right either expressly or by implication by this Agreement or any disclosure hereunder, including, but not limited to, any right to make, use or sell any product embodying any Confidential Information. The Disclosing Party retains all rights in the Confidential Information.

8. At the Disclosing Party’s request, the Receiving Party will promptly redeliver to the Disclosing Party or destroy all Confidential Information and any other written material containing or reflecting any of the Confidential Information (whether prepared by employees of the Disclosing Party, its Representatives or otherwise) and will not retain any copies, extracts or other reproductions in whole or in part of such written material, save as provided below. All documents, memoranda, notes and other writings whatsoever prepared by the Receiving Party or its Representatives (including any copies therof) based on any of the Confidential Information shall be destroyed, save as provided below. Upon request of the Disclosing Party, the Receiving Party shall certify in writing that all materials containing such Confidential Information (including all copies thereof) have been returned to the Disclosing Party and that all documents, memoranda, notes and other writings whatsoever prepared by the Receiving Party or its Representatives (including any copies therof) based on any of the Confidential Information have been destroyed. Nothing herein shall oblige a Receiving Party or any of its Representatives to return or destroy Confidential Information that is required to be retained by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or professional rules of practice.

9. Unless and until a definitive agreement between the Parties or any of their affiliates with respect to any transaction referred to in the first paragraph of this Agreement has been executed by both Parties, neither Party nor any of its Representatives will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this or any written or oral expression with respect to such a transaction except, in the case of this Agreement, for the matters specifically agreed to herein.

10. No failure by Disclosing Party to exercise any right, power or remedy hereunder shall constitute a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise thereof. No amendment, waiver or other modification of any provision of this Agreement shall be effective unless in writing and signed by both of the Parties hereto.

11. This Agreement constitutes the entire agreement between the Parties with respect to the exchange of Confidential Information and supersedes all prior agreements and understandings, both written and oral, between the Parties. Any amendment to or modification of this Agreement must be made in writing and signed by both Parties.

12. The term of this agreement shall be 12 months from signature and the Parties’ obligations under this Agreement shall remain in effect for three (3) years from the Effective Date.

13. Neither Party may assign or delegate all or any part of its rights or obligations under this Agreement without the prior written consent of the other Party. Any attempted assignment or delegation without such consent, except as expressly set forth herein, will be void and of no effect.

14. All notices or correspondence pertaining to this Agreement shall be made in writing and addressed and sent as follows:

Wavecom SA		COMPANY
3 esplanade du Foncet		Joop Geesinkweg 541-542,
92442 Issy les Moulineaux, France		1096 AX Amsterdam, the Netherlands
Attention :	Pierre Cosnier	Attention :	Martin McCourt
	Legal Affairs Director		EVP Strategy and M&A

15. This Agreement imposes no obligation on either Party to purchase, sell, license, transfer or otherwise dispose of any technology, services or products. The Parties do not intend that any agency, joint venture or partnership relationship be created between them by this Agreement. Neither this Agreement nor the disclosure or receipt of Confidential Information shall be construed as creating any obligation for a Party to furnish Confidential Information to the other Party or to enter into any agreement or relationship with the other Party.

The communication of the Confidential Information supplied under this Agreement does not allow or entitle the Receiving Party to use, lease, sell, disclose to or otherwise dispose for the benefit of any other party or person other than the Disclosing Party, the analysis, products, sub-assemblies, assemblies or components, manufactured, designed or otherwise generated on the basis or by making use of the Confidential Information or by using the Confidential Information in combination with other information.

16. This Agreement has been executed by the duly authorized representatives of the Parties whose signatures appear below. This Agreement may be executed in any number of separate counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument. This Agreement may be executed by fax.

17. This Agreement shall be governed by and construed in accordance with the laws of France and the Parties submit to the exclusive jurisdiction of the Paris commercial court (tribunal de commerce de Paris).

Made this 28^th day of June, 2008

Wavecom COMPANY

By:	/Signature/ (illegible)	By:	/Signature/ (illegible)
Title:	Pierre Cosnier	Title:	EVP M&A
	Legal Director

Attachment 1

For Wavecom:

1. Ron Black (CEO)

2. Chantal Bourgeat (CFO)

3. Philippe Guillemette (CTO)

4. Pierre Teyssier (EVP, Operations)

5. Pierre Cosnier (Chief Counsel)

For COMPANY :

1.

EX-99.E.2

Non-binding unofficial translation into English for information purposes only. Original in French.

Exhibit 99(e)(2)

Confidential!

Mr. Aram Hékimian

Address:

47, Av. Le Notre

92330 SCEAUX

Gemalto N.V.

Attention: Mr. Olivier Piou

Chief Executive Officer

Joop Geesinkweg 541-542

1096 AX Amsterdam

The Netherlands

September 11, 2008

Dear Mr. Piou,

I hereby confirm that I am thoroughly familiar with, and that I have understood, the terms of the confidentiality agreement written in English, signed on June 28, 2008, between Wavecom S.A., having its registered office at 3, Esplanade du Foncet, 92442 Issy-les-Moulineaux (“Wavecom”) and Gemalto N.V., having its registered office at Joop Geesinkweg 541-542, 1096 AX Amsterdam (“Gemalto”) concerning a possible strategic transaction, for example, an acquisition, sale of assets, or friendly tender offer (the “Confidentiality Agreement”).

Concerning our discussions or any other exchanges I may have with Gemalto as a shareholder of Wavecom, regarding the possible sale of my Wavecom shares in the context of any strategic transaction with Gemalto, I also hereby confirm that I am fully aware that Gemalto is a company listed on the Eurolist market of Euronext Paris S.A. and I agree to treat all information received from Gemalto or its representatives, whether transmitted to me in an oral or written form, as well as the existence and content of our discussions, as strictly confidential, under the same terms, mutatis mutandis, as those set forth in the Confidentiality Agreement.

By countersigning one of the two counterparts of this letter, you equally agree to treat all information I will transmit to you in the context of the above-mentioned discussions, as confidential.

Best regards,
/Signature/ (illegible)	/Signature/ (illegible)
Aram Hékimian	Olivier Piou

EX-99.E.3

Exhibit 99(e)(3)

WAVECOM SA

FORM OF SUBSCRIPTION AND PURCHASE STOCK OPTION PLAN

In accordance with the authorizations granted by the extraordinary shareholders’ meeting of [                    ], the board of directors has decided, on [                    ], in conformity with the provisions of Articles L. 225-177 et seq. of the Commercial Code, to adopt a plan for the grant to Beneficiaries (as defined below) of options giving rights to subscribe or purchase Company shares (hereinafter the “Plan”), the terms and conditions of which are set out below.

1. PURPOSES OF THE PLAN

The purposes of the Plan are:

- to attract and retain the best available personnel for positions of substantial responsibility,

- to provide additional incentives to Beneficiaries; and

- to promote the success of the Company’s business.

Options granted under the Plan to US. Beneficiaries are intended to be Incentive Stock Options or Non-Statutory Stock Options, as determined by the Administrator at the time of grant of an Option, and shall comply in all respects with Applicable US. Laws in order for them to benefit from available tax advantages.

2. DEFINITIONS

(a) “Share” means a share of the Common Stock of the Company.

(b) “Director” means a member of the Board.

(c) “ADR” means an American Depositary Receipt, evidencing American Depositary Shares, corresponding to Shares of Common Stock.

(d) “Shareholders Authorization” means the authorization to grant subscribe or purchase Options given to the Board by an extraordinary general meeting of the Company.

(e) “Capital” means the stock capital of the Company.

(f) “Code” means the United States Internal Revenue Code of 1986, as amended.

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(g) “Commercial Code” means the French Commercial Code.

(h) “Board” means the board of directors of the Company.

(i) “Option Agreement” designates both (and together) the Notice of Grant by the Company (or the Administrator) to the Optionee and the Plan.

(j) “Date of Grant” means the date of the Board’s decision to grant Options.

(k) “Date of Dismissal” means the date of the receipt by the employee of its dismissal letter.

(l) “Notice of Grant” means a written notice evidencing certain terms and conditions of an individual Option grant. The Notice of Grant is part of the Option Agreement.

(m) “Beneficiary” means the Chairman of the Board (Président du conseil d’administration), the Chief Executive Officer(s) (Directeur Général), the Deputy Chief Executive Officer(s) (Directeur Général Délégué) and any Officer or other person employed by the Company or any Affiliated Company under the terms and conditions of an employment contract. Neither service as a Director nor payment of a director’s fee by the Company shall be deemed to constitute an employment relationship.

(n) “US Beneficiary” means a Beneficiary of the Company or an Affiliated Company residing in the United States or otherwise subject to the laws and regulations of the United States.

(o) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

(p) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.

(q) “Administrator” means the board of directors of the Company as shall administer the Plan in accordance with Section 4 of the Plan.

(r) “Disability” means a disability within the meaning of class 2 and 3 of article L. 341-4 of French social security code, and declared further to a medical examination provided for in article R. 241-51 of the Labor Code or pursuant to any similar provision applicable to a foreign Affiliated Company.

(s) “Incentive Stock Option” means an Option granted only to US Beneficiaries and intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(t) “Applicable US Laws” means the legal requirements relating to the administration of stock option plans under State corporate and securities laws and the Code in force in the United States of America.

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(u) “Retirement” means, pursuant to article L. 122-14-13 of the French labor code, the compulsory retirement at full rate of an employee who has reached the age giving right to retirement.

(v) “Non-statutory Stock Option” means an Option which does not qualify as an Incentive Stock Option.

(w) “Officer” means a US Beneficiary who is an officer of the Company or an Affiliated Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(x) “Option” means a stock option granted pursuant to the Plan and that may be (i) a purchase option, which is a right to acquire shares brought by the Company, or (ii) a subscription option, which is a right to subscribe to new shares.

(y) “Plan” means the present Subscription or Purchase Stock Option Plan.

(z) “Option Exchange Program” means a program whereby outstanding Options are surrendered in exchange for options with a lower exercise price.

(aa) “Continuous Status as a Beneficiary” means as regards the Chairman of the Board, the CEO and a Deputy CEO that the term of their office has not been terminated and, as regards an Officer or an employee that the employment relationship between the Beneficiary and the Company or any Affiliated Company is neither interrupted nor terminated. Continuous Status as a Beneficiary shall not be considered interrupted in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or any Affiliated Company toward another location of the Company or any Affiliated Company or vice versa. A leave of absence approved by the Company shall include sick leave, military leave, or any other personal leave. For purposes of US Beneficiaries and Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract, including Company policies. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by a US Beneficiary shall cease to be treated as an Incentive Stock Option and shall be treated for US tax purposes as a Non-Statutory Stock Option.

(bb) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to US Beneficiaries under the Plan.

(cc) “Company” means WAVECOM SA, a corporation organized under the laws of the Republic of France.

(dd) “Affiliated Company” means a company which conforms with the criteria set forth in article L.225-180 of the Commercial Code as follows:

- companies of which at least one tenth (1/10) of the share capital or voting rights is held directly or indirectly by the Company;

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- companies which own directly or indirectly at least one tenth (1/10) of the share capital or voting rights of the Company; and

- companies of which at least fifty percent (50 %) of the share capital or voting rights is held directly or indirectly by a company which owns directly or indirectly at least fifty percent (50%) of the share capital of the Company,

(ee) “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the Code.

(ff) “Optionee” means a Beneficiary who holds at least one outstanding option.

(gg) “Fair Market Value” means the value for one Share as determined in good faith by the Administrator, according to the following provisions, as provided in the Shareholder Authorization:

(i) in the absence of any of the listings mentioned in paragraphs (ii) to (v) hereunder, the Fair Market Value means the value for one Share held at the time of the last operation affecting the Share capital of the Company, unless otherwise decided by the Board by a well-grounded decision and in consideration of the regulations applicable at that date;

(ii) should the Shares of the Company be listed on a French stock exchange market (marché réglementé) or a foreign stock exchange market assimilated to a French stock exchange market, the Fair Market Value shall, as regards subscription Options, be at least equal to the highest of the following two values: (a) the average closing sales price of Company shares on the Eurolist Market of Euronext stock exchange or any other stock exchange substituted for it, quoted during the twenty market trading days preceding the day on which the said Option(s) are to be granted and (b) the closing sales price of Company shares on the the Eurolist Market of Euronext stock exchange or any other stock exchange substituted for it, quoted on the last trading day prior to the day on which the said Options are to be granted. Furthermore, as regards Share purchase Options, the Fair Market Value shall be at least equal to the highest of the following three values: (a) the average closing sales price of Company shares on the the Eurolist Market of Euronext stock exchange or any other stock exchange substituted for it, quoted during the twenty market trading days preceding the day on which the said Option(s) are to be granted and (b) the closing sales price of Company shares on the the Eurolist Market of Euronext stock exchange or any other stock exchange substituted for it, quoted on the last trading day prior to the day on which the said Options are to be granted, and (c) 80% of the average purchase price for the Shares held by the Company pursuant to articles L. 225-208 and L. 225-209 of the Commercial Code.

(iii) if the Shares of the Company are listed directly or as Depositary Shares (“DSs”) on any stock exchange market other than a French stock exchange market (marché réglementé) or a foreign stock exchange market assimilated to a French stock exchange market mentioned in paragraph (ii) hereabove, or on a national market system, including without limitation the Nasdaq National Market of the National Association of Securities Dealers, Inc. Automated

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Quotation (“NASDAQ”) System, the Fair Market Value of a Share or a DS, as the case may be, shall be the closing sales price for such Share or DS (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading Shares or DSs) on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable. Should the Shares be listed as DSs, the Fair Market Value of a Share will be obtained by dividing the Fair Market Value of a DS by the number of Share(s) to which it corresponds;

(iv) if the DSs corresponding to the Shares are quoted on the NASDAQ System (but not on the above mentioned NASDAQ National Market) or are regularly quoted by a renowned securities dealer but selling prices are not reported, the Fair Market Value of a DS shall be the mean between the high bid and low asked prices for the DSs on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable, the Fair Market Value of one Share being obtained as provided in paragraph (iii) above;

(v) if the Shares of the Company are listed, directly or as DS, both on a French stock exchange market (marché réglementé) or a foreign stock exchange market assimilated to a French stock exchange market and on any stock exchange including without limitation the Nasdaq National Market of the NASDAQ System, the Administrator may determine the Fair Market Value by reference to a closing sales price of one Share or, as the case may be, a DS on either of these markets. However, the Fair Market Value, determined by application of this paragraph (v), and converted pursuant to the provisions of paragraph (vi) under, shall in no case be inferior the average closing sales price for a Share as quoted on a French stock exchange market during the twenty market trading days prior to the day of the Administrator’s decision to grant the options, or regarding Share purchase Options, to eighty per cent (80%) of the average purchase price of the Shares held by the Company pursuant to articles L. 225-208 and L. 225-209 of the Commercial Code.

(vi) when the Fair Market Value of a Share established pursuant to the price setting conditions provided hereabove is obtained in US dollars, the Fair Market Value of a Share shall be the Euro [€] value of the US dollars value of one Share calculated on the basis of a noon buying rate reported by the Federal Reserve Bank of New York expressed in Euro [€]) per US$ 1.00 on the day preceding the Board’s decision to grant the options (or, should there be no quotation on such day, on the preceding day of quotation).

This price shall not be modified except if, during the period in which the granted Option may be exercised, the Company makes a financial or security operation as mentioned in the Commercial Code. In the latter case, the Board would adjust, in consideration of the applicable regulations, the number and price of the Shares included in the granted Options in order to take into account the incidence of the planed operation and could also decide to freeze, as the case may be, the exercise of the Options.

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3. SHARES SUBJECT TO THE PLAN

Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of Shares which may be optioned and issued under the Plan is freely determined by the Board within the limits decided by the shareholders general meeting of the Company and under the triple condition:

(i) that the total number of Options granted but not yet exercised may not give a right to subscribe a number of Shares exceeding one third of the stock capital,

(ii) that the total number of purchase Options may not give a right to more than 10% of the total number of Shares issued by the Company, taking into account the Shares already held by the Company for the employees’ participation or in respect of the Shares’ quotation regularization.

(iii) that the Options may not be granted to a Beneficiary owning more than 10 % of the share capital.

Such limit must be assessed at the time of the Options granting, taking into account, in particular, the new Options thus granted but also those resulting from one or more prior issues which would not have been exercised.

In any case, no Option may be granted:

- within ten market trading days preceding and following the date when the consolidated accounts or, failing this, the Company’s annual accounts are made public,

- within the period starting when the corporate bodies of the Company know of an information which, if it were to be made public, could have a significant impact on the quotation of the securities issued by the Company and ending ten market trading days after such information is made public,

- less than twenty market trading days following the payment of a coupon giving right to a dividend or an increase in capital or,

- during any other black-out period or equivalent as set forth by the applicable laws and regulations together with the Company’s guidelines.

Should the Option expire or become unexercisable for any reason, the unsubscribed or unpurchased Shares which were subject thereto shall become available for future grants under the Plan unless the latter shall have been terminated.

4. ADMINISTRATION OF THE PLAN

(a) Procedure The Plan shall be administered by the Administrator.

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(b) Powers of the Administrator. Subject to the provisions of the Commercial Code, the Shareholder Authorization, the Plan and US Applicable Laws, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value of the Shares, in accordance with Section 2(gg) of the Plan;

(ii) to determine the Beneficiaries to whom Options may be granted hereunder;

(iii) to select the Beneficiaries and determine whether and to what extent Options are granted hereunder;

(iv) to decide the number of Shares to be covered by each Option granted hereunder;

(v) to approve or amend forms of agreement for use under the Plan;

(vi) to determine the terms and conditions of any Options granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or the Shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine to the exception of the exercise price;.

(vii) to construe and interpret the terms of the Plan and Options granted pursuant to the Plan;

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

(ix) to modify or amend each Option (subject to the provisions of section 13 (c) of the Plan);

(x) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator;

(xi) to decide and institute an Option Exchange Program;

(xi) to determine the terms and restrictions applicable to Options; and

(xii) to make all other determinations deemed necessary or appropriate for administering the Plan.

(c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Optionees.

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5. LIMITATIONS

(a) In the case of US Beneficiaries, each Option shall be designated in the Notice of Grant either as an Incentive Stock Option or as a Non-Statutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value:

(i) of Shares subject to an Optionee’s Incentive Stock Options granted by the Company or any Parent or Subsidiary, which

(ii) become exercisable for the first time during any calendar year (under all plans of the Company or any Parent or Subsidiary)

exceeds $ 100,000, such excess Options shall be treated as Non-statutory Stock Options. For purposes of this Section 5(a), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the Date of Grant.

(b) Neither the Plan nor any Option shall confer upon an Optionee any right with respect to continuing the Optionee’s employment or his term of office with the company or any Affiliated Company, nor shall they interfere in any way with the Optionee’s right or the Company’s or Affiliated Company’s right, as the case may be, to terminate such employment or such term of office at any time, with or without cause.

(c) The following limitations shall apply to grants of Options to Beneficiaries :

(i) No Beneficiary shall be granted, in any fiscal year of the Company, Options to subscribe or purchase more than 100,000 Shares.

(ii) Notwithstanding the foregoing, the Company may also make additional one-time grants of up to 100,000 Shares to newly-hired or nominated Beneficiaries.

(iii) The foregoing limitations shall be adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 11 of the Plan.

(d) Other than as expressly provided hereunder, no member of the Board shall be as such eligible to receive an Option under the Plan.

6. TERM OF PLAN

Subject to the approval of the shareholders of the Company in accordance with Section 16 of the Plan, the Plan shall be effective and Options may be granted as of [                    ], date of the Plan’s adoption by the Board. The Plan shall continue in effect until the date of termination of the last Option in force, unless terminated earlier under Section 13 of the Plan.

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7. TERM OF OPTION

The term of each Option shall be stated in the Notice of Grant as ten (10) years from the Date of Grant, in accordance with the Shareholder Authorization.

Notwithstanding the foregoing, Options granted to beneficiaries of the United Kingdom subsidiary of the Company or beneficiaries who are otherwise residents of the United Kingdom or who are subject to the laws of the United Kingdom shall have a term of seven (7) years less one day from the date of grant.

8. OPTION EXERCISE PRICE AND CONSIDERATION

(a) Exercise Price

The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator on the basis of the Fair Market Value, subject to the following :

(i) In the case of an Incentive Stock Option

(A) granted to a US Beneficiary who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10 %) of the voting rights of all classes of stock of the Company or any Parent or Subsidiary and, to the extent such US Beneficiary is permitted by the Commercial Code to receive Option grants, the per Share exercise price shall be no less than 110 % of the Fair Market Value per Share on the Date of Grant;

(B) granted to any Beneficiary other than a US Beneficiary described in paragraph (A) immediately above, the per Share exercise price shall be no less than 100 % of the Fair Market Value per Share on the Date of Grant.

(ii) In the case of a Non-Statutory Stock Option

granted to any US Beneficiary, the per Share exercise price shall be no less than eighty per cent (80 %) of the Fair Market Value per Share on the Date of Grant.

(b) Waiting Period and Exercise Dates

At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be met before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a minimal service period.

(c) Form of Consideration

The consideration to be paid for the Shares to be issued or sold upon exercise of Options, including the method of payment, shall be determined by the Administrator (and, in

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the case of an Incentive Stock Option, shall be determined at the Date of Grant). Such consideration shall consist entirely of an amount in French francs (and in euro as from 2002) corresponding to the exercise price which shall be paid either by :

(1) wire transfer;

(2) check;

(3) offset between receivables;

(4) delivery of a properly executed notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price; or

(5) any combination of the foregoing methods of payment.

9. EXERCISE OF OPTION

(a) Procedure for Exercise - Rights as a Shareholder

Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement.

Nevertheless, the Options will not, for any reason, be exercised by a Beneficiary residing in France before the first anniversary of the Date of Grant (or the expiration of a shorter or longer period, in limited hypothesis enumerated by French law, in order for the earnings made in the later sale of the Shares, obtained from the exercise of the Options, not to be subject to social security contributions).

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives: (i) written notice of exercise (in accordance with the provisions of the Option Agreement) together with a Share subscription or purchase form (bulletin de souscription ou d’achat) duly executed by the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse.

Upon exercise of an Option, the Shares issued to the Optionee shall be assimilated with all other Shares of the Company and shall be entitled to dividends for the fiscal year in course during which the Option is exercised.

The Shares issued pursuant to the exercise of an Option by a Beneficiary of the Company or an Affiliated Company having its registered office in France shall be kept in the nominative form and shall not be sold or in any other way transferred by a Beneficiary before the closest of the following date : (i) the fourth anniversary of the Date of Grant or (ii) the third anniversary of the Option exercise date. This prohibition of transfer will be mentioned in the shareholder’s accounts of the Company. However, this restriction will not be applicable in case of death or Incapacity of the Beneficiary. In addition, this restriction will not be applicable in case of Dismissal or Retirement of the Beneficiary, if the Options have been exercised at least three months before the Date of Dismissal or Retirement.

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In addition, in case of a Beneficiary covered by the provisions of article L225-185 of the French Commercial Code (“mandataires sociaux”, CEO, etc …), the Administrator decides either that the Options cannot be exercised by such Beneficiaries before the term of their mandate, or fixes the number of Shares issued upon exercice of the Options that such Beneficiaries must hold in nominal form until the term of their mandate.

In the event that a Beneficiary infringes one of the above mentioned commitments, such Beneficiary shall be liable for any consequences resulting from such infringement for the Company and undertakes to indemnify the Company in respect of all amounts payable by the Company in connection with such infringement.

Granting of an Option in any manner shall result in a decrease in the maximum number of Shares fixed by the Board or the General Shareholders Meeting, by the number of Shares as to which the Option may be exercised.

(b) Termination of the Optionee’s Continuous Status as Beneficiary pursuant to the termination of employment contract or term of office

Upon termination of an Optionee’s Continuous Status as a Beneficiary, other than upon the Optionee’s death or Disability, the Optionee may exercise his or her Option, but only within such period of time as is specified in the Notice of Grant, and only for this part of the Option that the Optionee was entitled to exercise at the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant). In the absence of a specified time in the Notice of Grant, the Option shall remain exercisable for three (3) months following the Optionee’s termination of Continuous Status as a Beneficiary. In the case of an Incentive Stock Option, such period of time shall not exceed three (3) months from the date of termination. If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(c) Disability of Optionee

In the event that an Optionee’s Continuous Status as a Beneficiary terminates as a result of the Optionee’s Disability, the Optionee may exercise his or her Option at any time within nine (9) months from the date of such termination, but only to the extent that the Optionee was entitled to exercise it at the date of such termination (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant). If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the Shares covered by the unexercised portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(d) Death of Optionee

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In the event of the death of an Optionee during the term of the Option, the Option may be exercised at any time within six (6) months starting with the date of death, by the Optionee’s heirs or legatee, but only to the extent that the Optionee was entitled to exercise the Option at the date of death and for the Options that the Optionee could, if need be, subscribe at such date. The Option will automatically terminate vis-à-vis the Shares that could be obtained by the Optionee at the date of his death and that would not have been exercised 6 months after the Optionee’s death. Those Shares could be reallocated to Options and revert to the Plan.

If, at the time of death, the Optionee was not entitled to exercise his or her entire Option, the Shares covered by the unexercised portion of the Option shall immediately revert to the Plan. If, after death, the Optionee’s estate or a person who acquired the right to exercise the Option by bequest or inheritance does not exercise the Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(e) Rule 16b-3

Options granted to US beneficiaries subject to Section 16 of the Exchange Act (“Insiders”), if such Act is applicable to the Company must comply with the applicable provisions of Rule 16b-3 and shall contain such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.

10. NON-TRANSFERABILITY OF OPTIONS

An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will pursuant to the inheritance rules (and, as the case may be, the applicable French law).

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR ASSET SALE

(a) Changes in capitalization

The number and the price of the Shares covered by the Options grant may eventually be modified during the Options’ duration if one of the following transactions, set forth in article L.225-181 of the Commercial Code as defined below, is carried out:

- the issuance of capital securities or securities giving entitlement to an allotment of capital securities conferring a subscription right reserved to the shareholders;

- the capitalization of reserves, profits or share premiums;

- free allotment of shares;

- distribution of reserves;

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- change to the appropriation of profits; and

- capital write-off or reduction.

The Administrator will take all the steps necessary to protect the Optionee’s interests pursuant to article L. 228-99 of the Commercial Code.

(b) Dissolution or Liquidation

In the event of the proposed dissolution or liquidation of the Company, to the extent that an Option has not been previously exercised, it will terminate immediately prior to the consummation of such proposed action. The Administrator may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Administrator and give each Optionee the right to exercise his or her Option as to Shares for which the Option would not otherwise be exercisable.

(c) Merger or Asset Sale

In the event of a merger of the Company with or into another corporation, of the sale of substantially all of the assets of the Company, or the transfer of share capital control to a third party (pursuant to article L.233-3 of the Commercial Code), or of the sale by one or several shareholders of the Company to one or several third parties of a number of Shares resulting in a transfer of control (pursuant to article L.233-3 of the Commercial Code) of the Company to said third partie(s) (an “Operation”), each outstanding Option shall be assumed or an equivalent option or right shall be substituted by the successor corporation or an affiliated company of the successor corporation or these third partie(s) or a company affiliated to this or these latter.

In the event that the successor corporation, or an affiliated company of the successor corporation, or this or these third partie(s) or their affiliated company, refuses to assume or substitute for the Option, the Administrator may provide for the Optionee to have the right to exercise the Option as to the corresponding Shares as to which it would not otherwise be exercisable. If the Administrator makes an Option exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option will terminate upon the expiration of such period.

For the purposes of this paragraph, the Option shall be considered assumed if, following the Operation, the option or equivalent right confers the right to purchase, for each Share of Optioned Stock subject to the Option immediately prior to the Operation, the consideration (whether stock, cash, or other securities or property) received in the Operation by holders of Common Stock for each Share held on the effective date of the Operation (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Operation was not solely common stock of the successor corporation, or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in Fair Market Value to the per Share consideration received by holders of Common Stock in the Operation.

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12. NOTICE OF DETERMINATION

Notice of the determination shall be provided to each Optionee within a reasonable time after the Date of Grant.

13. AMENDMENT AND TERMINATION OF THE PLAN

(a) Amendment and Termination

The Administrator may at any time amend, alter, suspend or terminate the Plan within the limits set out by applicable laws.

(b) Shareholder Approval

The Company shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Rule 16b-3 or with Section 422 of the Code (or any successor rule or statute or other applicable law, rule or regulation, including the requirements of any exchange or quotation system on which the Common Stock is listed or quoted). Such shareholder approval, if required, shall be obtained in such a manner and to such a degree as is required by the applicable law, rule or regulation.

(c) Effect of amendment or termination

No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company.

14. CONDITIONS UPON ISSUANCE OF SHARES

(a) Legal Compliance

Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with all relevant provisions of law including, without limitation, the Commercial Code, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, Applicable US Laws and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted.

(b) Investment Representations

As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being subscribed only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

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15. LIABILITY OF COMPANY

The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by any counsel to the Company to be necessary to the lawful issuance of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been obtained.

16. SHAREHOLDER APPROVAL

The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months of the date the Plan is adopted by the Board. Such shareholder approval shall be obtained in the manner and to the degree required under the Commercial Code and Applicable US Laws.

17. LAW AND JURISDICTION AND LANGUAGE

This Plan shall be governed by and construed in accordance with the laws of France. The Tribunal de Grande Instance of Nanterre shall have exclusive jurisdiction to determine any claim or dispute arising in connection herewith.

The Company, the Board and the Optionees recognize that the Plan has been prepared both in the French and the English language. The French version is the version that binds the parties; notwithstanding this, the English version represents an acceptable translation and, consequently, no official translation will be required for the interpretation of the Plan.

* * *

*

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EXHIBIT 2

DIRECTIONS FOR USE OF THE EXERCISE REQUEST FORMS

The exercise request forms have been modified to offer different ways of exercise, allowing particularly the beneficiary to raise the options without paying the exercise price.

- Irrevocable exercise of options : a € 50 fee payable by the beneficiary.

(See attached file : SIMPLE EXERCISE 2.1.doc)

- Request for the exercise of options and sale of shares. Proceeds raised by the sale of shares : a € 50 fee payable by the beneficiary. Cashless charges (TBB + 4.5 %), stock exchange and brokerage taxes are indicated on the bottom page. Sell order at any time.

(See attached file : CASHLESS EXERCISE 2.2.doc)

- Request for conversion to bearer form and for selling order of shares. No charges for the beneficiary.

(See attached file : CONVERSION SALE OPTIONS 2.3.doc)

- Request for conversion to bearer form. No change. Shares delivered in the form of ADR on an account in France. No charge for the beneficiary.

(See attached file : CONVERSION OPTIONS 2.4.doc)

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EXHIBIT 3

ACKNOWLEDGEMENT OF STOCK OPTION GRANT

The undersigned                                         , residing at                                                               has been granted, by the board of directors of Wavecom SA on the date of                     , Options to subscribe Shares of the Company.

The undersigned hereby certifies that he/she has read the terms and conditions of the notice and that he/she has consulted any tax consultants he/she deems advisable in connection with the subscription or transfer of the shares. The Beneficiary is not relying on the Company for any tax advice.

Date :

Signature

Name :

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EX-99.E.4

Exhibit 99(e)(4)

WAVECOM

a French société anonyme

with a share capital of 15,554,153 euros

Registered office: 3, Esplanade du Foncet

92442 Issy les Moulineaux Cedex

RCS Nanterre 391 838 042

FORM OF PLAN FOR FREE SHARES

FORM OF PLAN RULES

[Date]

Preamble

A French corporation may grant free shares, in a maximum amount of 10% of its capital, to its employees or certain categories of employees and/or the executive directors/officers (“mandataires sociaux”) of its Group¹.

The decision to adopt such equity compensation is taken by the shareholders at an extraordinary general meeting, delegating to the board of directors or management board (depending on the corporate structure) the duty to implement the plan for free shares in order to determine the contractual framework in which the individual shares will be granted.

The shares vest only after a minimum period of two years starting from the date on which the decision to grant free shares it taken (hereafter the “Acquisition Period”), provided that the beneficiaries comply with the terms and conditions set by the Company.

Upon expiration of the Acquisition Period, the beneficiaries are precluded from selling these shares for a minimum period of two years (hereafter the “Holding Period”).

As such, the beneficiaries are connected to the Company’s performance through the evolution of its share price over a total period of four years.

Financial gains realized from the subsequent sale of the shares are governed by a specific French tax law regime which permits each beneficiary to elect either to be taxed on the benefits under income tax rules, or under capital gains tax rules.

* * *

¹ The scope of the Group is defined in article L.225-197-2 of the French Code of Commerce

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Free Shares Grant Rules

These rules were adopted by the Board (hereinafter termed the “Board”) of Wavecom (hereafter the “Company”) in order to govern the grant of free shares that may be decided by the Board as authorized by the shareholders at an extraordinary general meeting.

Under the terms and conditions of these rules, as may be supplemented by the Board, the grant of free shares is an irrevocable commitment by the Company for the benefit of the beneficiaries.

I. Terms and conditions for the grant of free shares

Within the limits set by the shareholders’ general meeting, the Board may decide to grant free shares of the Company to certain categories of employees and/or the executive directors/officers (“mandataires sociaux”) of its Group.

For each beneficiary, the Board sets the number of shares that are to be granted at the expiration of the Acquisition Period provided the rules governing acquisition indicated in article II below are met.

The beneficiaries shall be notified of the terms of the plan (number of shares, Acquisition Period, Holding Period) and the conditions to be complied with for the vesting of the shares upon expiration of the Acquisition Period.

Should the beneficiary not wish to accept this grant of shares, he must inform the Company by registered letter² within thirty days from receipt of the notice mentioned in the preceding paragraph. In the absence of such a letter, the beneficiary shall be deemed to have accepted the grant.

II. Rules for acquisition of shares

Each beneficiary’s ownership of the shares, the number of which was notified to him in an individual letter in accordance with the procedure in article I above and as modified where applicable under the conditions mentioned in article III below, vests provided that upon expiration of the Acquisition Period, he meets the following conditions:

- Employed under an employment contract or corporate mandate within the Company or a company in the Group.

- If applicable, has met the conditions set by the Board in the notice indicated in article I.

However, by exception to the general rule set above:

- The benefit of the grant of free shares shall be fully maintained in the event of invalidity³, retirement or voluntary departure for retirement before the Acquisition Period expires.

- In the event of the death of the beneficiary during the Acquisition Period, his heirs or assigns may request within six months starting from the date of death, the immediate vesting of the shares (provided, if applicable, that the conditions for the grant have been complied with by the beneficiary at the date of his or her death).

² A model of waiver letter is given in Appendix 1 to the present document.

³ The 2nd and 3rd categories of article L.341-4 of the Social Security Code.

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- The Board or its Chairman acting by delegation may, in addition, as an exception and in view of special circumstances decide to allow the beneficiary to retain (fully or partly) the benefit of the grant in the event of the termination of the beneficiary’s employment contract (other than termination for serious or gross negligence) occuring during the Acquisition Period.

III. Adjustments

Preservation of the interests of the beneficiaries in the event of financial operations during the Acquisition Period

Should the Company, during the Acquisition Period, make certain financial transactions affecting the value of its capital, such as capital increases by incorporation of reserves or distribution of reserves, the Board shall adjust the number of shares to be granted upon expiration of the Acquisition Period so that the interests of the beneficiaries do not incur any significant change.

Reduction of the rights of the beneficiaries in the event of capital reduction motivated by losses during the Period of Acquisition

In the event of a capital reduction motivated by losses, by way of reduction of either the nominal value of the shares or their number, the rights of the beneficiaries shall be reduced proportionately as if the beneficiaries had been shareholders before the date at which the capital reduction became final.

IV. Rules for holding the shares

Throughout the Holding Period, the beneficiary must remain the owner of the shares granted. Consequently, during this period, theses shares are non-transferable.

The non-transferability of these shares shall not however deprive the beneficiary of the right during the Holding Period to exercise his shareholder rights:

- right of preferential subscription,

- right of communication,

- right to participate in shareholder meetings,

- voting rights,

- right to dividends and any distributed reserves.

On expiration of the Holding Period, the shares become available and may be freely transferred.

In the event of termination of the beneficiary’s employment contract for any reason whatsoever, the shares must be held in all cases by the beneficiary until expiration of the Holding Period.

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V. Characteristics of the free shares

The free shares are ordinary shares of the same category as the other shares forming the Company’s share capital and consequently carry the same rights.

The free shares shall be held in nominal form by the beneficiary, who shall enter them in a nominative account with BNP PARIBAS Securities Services, indicating their unavailability throughout the Holding Period.

VI. Black out or quiet periods

The beneficiaries shall comply with applicable regulations with regard to insider trading.⁴ In this respect, all beneficiaries, whether or not they figure on the list of permanent or occasional insiders drawn up by the Company and made available to the French Regulatory Authority (the Autorité des marchés financiers or “AMF”) in accordance with article L.621-18-4 of the French Monetary and Financial Code, shall be responsible for respecting their obligation to abstain, whether they are or would be deemed aware, due to their position in the Company, of non-public information that could affect the stock price of the Company.

In addition and without prejudice to the above, the shares granted shall never be sold:

- during “black out” or “quiet” periods as set by the instructions of the Company,

- within the period starting from the time at which the corporate bodies of the Company know of an information which, if it were to be made public, could have a significant impact on the price of the securities issued by the Company and ending ten market trading days after such information is made public.

In the event of doubt on the application of the above rules, the beneficiaries may consult the Legal Department in accordance with the provisions of article VII below.

VII. Application of the Rules

For all questions concerning the present rules and their application, the beneficiaries may consult the services of the Legal Department.

The information that may be provided by the different services of the Company (General Secretary, Legal Director, CFO, Human Resources Director) is limited to communication of purely factual information and shall not take the form or be considered as legal, financial or tax consultations or opinions.

VIII. Modification to the Rules

At any time, including both during the Acquisition Period and Holding Period, at the discretion of the Board, and where applicable after notification to the Compensation Committee, the Company may unilaterally change the provisions of the present rules.

⁴ In particular article L 465-1 of the monetary and financial code and articles 611-1 and 621-1 et seq of the General Regulations of the French Regulatory Authority.

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However, in order for amended provisions that are less favourable overall to the beneficiaries to be binding on them, such amended provisions must be the object of a written agreement with the beneficiaries, unless such amendments are required by legal or statutory provisions in which case they shall be de facto and automatically binding.

IX. Applicable law

The plan is governed by French law.

*

*        *

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APPENDIX 1

1. Waiver Letter

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Appendix 1

WAVECOM

3, Esplanade du Foncet

92442 Issy les Moulineaux Cedex

For the attention of —

I, the undersigned

Last name:

First name:

Address:

Date of birth:                                                   at:

Country of tax declaration:

- Acting in my capacity as beneficiary of the grant of                                                   free shares decided by the Board during its meeting of                                                  ,

- With knowledge of the plan rules, as defined by legal and statutory provisions and those of the Wavecom Plan for Free Shares Rules;

Hereby declare that I irrevocably waive the benefit of the grant of the above free shares.

In witness whereof, signed at                                , on        

Signature

	Before signature, handwrite the following phrase:
« Valid for irrevocable waiver of the benefit of the grant of (Number written in full letters) free shares »

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EX-99.E.5

Exhibit 99(e)(5)

Non-binding unofficial translation into English for information purposes only. Original in French.

[FORM OF FOUNDER’S WARRANTS “BCE”]

ARTICLE I.    DEFINITIONS

(a) “Share” means a share of the Capital of the Company.

(b) “Director” means a member of the Board.

(c) “Extraordinary General Meeting” means the extraordinary general meeting of the shareholders of the Company of [Date].

(d) “General Meeting” means a general meeting of the shareholders of the Company other than the Extraordinary General Meeting.

(e) “FSW” means a bon de souscription de parts de créateur d’entreprise [Founder’s Share Warrant] as governed by article L.228-95 of the French Commercial Code (previously article 339-5 of the Law July 24, 1966 relating to commercial companies) and article 163 bis G of the French General Tax Code.

(f) “Capital” means the capital stock of the Company.

(g) “General Conditions” means the general conditions approved by the Extraordinary General Meeting and that constitute Exhibit B of the Extraordinary General Meeting’s decisions.

(h) “Board” means the board of directors of the Company.

(i) “Notice of Grant” means a written notice issued by the Company and signed by the Holder evidencing the main terms and conditions of an individual FSW grant and the terms and conditions of the General Conditions

(j) “Notice of Exercise” means a written notice from the Holder of the exercise of the FSW and the subscription of the Shares in accordance with the subscription template form of the Company attached to the Notice of Grant.

(k) “Beneficiary” means the CEO & Chairman of the Board (PDG), the Managing Directors (Directeurs Généraux), the Deputy Chief Managing Director(s) (Directeurs Généraux Délégués) and any other person employed by the Company. A director’s office, paid or not, does not constitute an employment relationship.

(l) “Disability” means a disability declared further to a medical examination provided for in article R. 241-51 of the Labor Code.

(m) “Commercial Code” means the French Commercial Code, codifying law no. 66-537 of July 24, 1966 relating to commercial companies by order no. 2000-912 of September 18, 2000 relating to the legislative section of the Commercial Code.

(n) “Continuous Status as a Beneficiary” means as regards an employee, that the employment relationship between the Beneficiary and the Company is neither interrupted nor terminated. Or as regards the CEO & Chairman of the Board or a Managing Director, that the term of their office has not expired. Continuous Status as a Beneficiary shall not be considered interrupted in the case of termination of the employment contract or of the term of the office, in order to make the Holder available to a company under the Company’s control or that controls the Company or under common control of the Company, as defined under article L.233-3 of the French Commercial Code (previously article 355-1 of the law no. 66-537 dated July 24, 1966 relating to commercial companies). The date of the Holder’s termination of

Continuous Status will be the date of termination of the employment contract, or of the term of the office, as the case may be.

(o) “Resolution” means the resolution adopted by the General Meeting of the Company deciding or authorizing the Board to issue FSW or, as the case may be, the resolution adopted by the General Meeting modifying the terms and conditions of the FSW.

(p) “Company” means WAVECOM SA, a société anonyme organized under the laws of the Republic of France.

(q) “Holder” means a person who holds at least one outstanding FSW.

Article II.       GENERAL CONDITIONS

Section 2.01 Application of General Conditions

The FSW are subject to the provisions of the Resolution and of the resolution of the Board approving the issuing of the FSW, as the case may be, and to the General Conditions as a whole.

Section 2.02 Change in the General Conditions

The Shareholders of the Company may, by General Meeting, decide to change the General Conditions. However, the rights of the Holder shall not be altered by any change or modification of the General Conditions unless otherwise agreed between the Holder and the Company, except of course for ones resulting from laws or regulations. This agreement must be written and must be signed by the Holder and the Company.

Article III.       LIMITATIONS

Section 3.01 Nature of the FSW

The FSW are securities governed by the French Commercial Code and by article 163 bis G of the French General Tax Code. In any case shall they be deemed to be a part of the employment contract or payment of an officer’s remuneration, or compensation paid to the Holder.

Section 3.02 Tax benefits and tax advice

The Company shall not be deemed responsible as to the loss of tax benefits, be they actual or alleged, and other losses actually or presumably incurred by the Holder as a consequence of the grant of the FSW to the Holder or the subscription of Shares by the Holder resulting from in particular a change in the tax legislation or rules or a change in the position or interpretation of the French tax authority or any decision by any competent jurisdiction. The Holder is aware of the potential negative tax consequences of the subscription or sale of the Shares. The Holder is responsible for seeking, from Advisors of his/her choice, the advice and opinions he or she deems necessary in relation to the subscription and sale of the shares. In no case shall the Company provide any advice to the Holder.

Article IV.       TERM AND VALIDITY OF THE FSW

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The term of each FSW shall be five (5) years from the date of issuance. If the Holder does not exercise, in whole or in part, the FSW at the end of the five (5) year period, the remaining FSW shall terminate automatically.

Article V.        FSW EXERCISE PRICE AND CONSIDERATION

Section 5.01 Exercise Price

The exercise price shall be determined by the Board in accordance with the provisions of the Resolution.

Section 5.02 Payment

The Payment for the Shares following the exercise of the FSW will be a single payment equal to the subscription price to be made by:

- bank transfer

- check

-offset between receivables

-any combination of the foregoing methods of payment such payment to be accompanied by the Notice of Exercise.

Article VI.        EXERCISE OF FSW

Section 6.01 Schedule for Exercise of the FSW

The Holder will be entitled to exercise his/her FSW in accordance with the provisions of the Resolution and more particularly in accordance with the schedule for exercise as determined by the General Meeting, subject to the application of the provisions of the present General Conditions.

Section 6.02 Procedure for Exercise

The FSW may not be exercised in order to subscribe a fraction of a Share.

The FSW shall be exercised by sending a Notice of Exercise with the number of Shares for which the FSW are being exercised (the “Shares to be Subscribed”). The Holder shall sign the Notice of Exercise and deliver it in person, or send it by registered letter with return receipt requested, to the Company or to its representative. The Notice of Exercise shall be addressed with the full payment for the subscription price for the Shares to be Subscribed. The FSW shall be deemed exercised when the Company or its representative receives the duly signed Notice of Exercise together with full payment of the subscription price in accordance with article 5.02 of the General Conditions.

The Shares issued upon exercise of a FSW shall be issued in the name of the Holder.

The Shares will only be issued upon proper exercise of the FSW in accordance with the rules governing their issue and with the rules of the French Commercial Code. Upon exercise of the FSW, the Shares issued to the Holder shall be fungible with all other Shares of the Company and shall be entitled to dividends for the fiscal year during which the FSW shall have been exercised.

Until the Shares are issued (as reflected by their recording in the Company’s shareholders’ accounts), the Holder shall not have by virtue of his being a Holder any voting rights, or rights to dividends or any other rights as a shareholder, except for rights otherwise resulting from his ownership of Shares in the Company.

Section 6.03 Continuous Status as Beneficiary

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Upon termination of a Holder’s Continuous Status as a Beneficiary, other than upon the Holder’s death or disability, the FSW may be exercised at any time within three (3) months following the Holder’s termination of Continuous Status as Beneficiary, and only for those FSW that the Holder was entitled to exercise at the date of termination as is specified in the schedule of exercise of the Resolution; in any case, the exercise may not occur after the term of the FSW, as set forth in the Resolution and in the General Conditions. If, after termination of the Continuous Status as Beneficiary, the Holder does not exercise his or her FSW within the three (3) months periods specified, the FSW shall terminate automatically.

Section 6.04 Interruption of employment contract

In the event of an interruption of the employment contract (except for maternity leave, adoption leave, sick leave or industrial accident) of a Holder for a period longer than thirty (30) consecutive calendar days, the Holder will not be entitled to exercise the FSW otherwise exercisable and attributable to the entire period of interruption of the employment contract. The FSW not exercisable under this provision herein shall be terminated. The Holder will be entitled to exercise the FSW, not otherwise terminated, on the first day of the month following the end of the interruption period in accordance with the exercise schedule as defined in Section 6.01.

In the event of a suspension period over a year, the Holder’s Continuous Status as Beneficiary will terminate.

This section 6.04 shall not apply in case of an interruption of the Holder’s employment contract in order to make the Holder available to a company under the Company’s control or that controls the Company or under common control of the Company, as defined under article L.233-3 of the French Commercial Code.

Section 6.05 Disability of Holder

In the event that a Holder’s Continuous Status as a Beneficiary terminates as a result of the Holder’s Disability, the Holder may exercise his or her FSW at any time within nine (9) months following the date of such termination, but only to the extent that the Holder was entitled, in accordance with the exercise schedule of the Resolution, to exercise the FSW at the date of such termination, and therefore to subscribe Shares (but in no event later than the expiration of the term of such FSW as set forth in the Resolution and in the General Conditions).

If, after termination, the Holder does not exercise his or her FSW within the time specified herein, the FSW shall terminate.

Section 6.07 Death of Holder

In the event of the death of a Holder during the term of the FSW, the FSW may be exercised at any time within nine (9) months starting with the date of death, by the Holder’s heirs or legatee, but only to the extent that the Holder was entitled to exercise the FSW at the date of death and for the Shares that the Holder could be subscribed at such date according to the schedule of exercise in the Resolution, but in no event later than the expiration of the term of such FSW as set forth in the Resolution and in the General Conditions.

However, as an exception to the foregoing, in the event of the death of a Holder, who at the time of such death had enjoyed a Continuous Status as a Beneficiary for more than four years, some or all of the FSW granted at least one year before the Holder’s death, may be exercised within the same nine (9) months period starting with the date of death, by the Holder’s heirs or legatee. If, after death, the Holder’s estate or a person who acquired the right to exercise

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the FSW (as heirs or legatee) does not exercise the FSW within the time specified herein, the FSW shall terminate.

Article VII.     NON TRANSFERABILITY OF FSW

In accordance with the article 163 bis G of the French General Tax Code, the FSW are non transferable. They are nominative and are recorded in an account.

A FSW may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or pursuant to the rules on inheritance and shall be only exercisable by the Holder while still alive.

Article VIII.   LIQUIDATION, MERGERS, CHANGE OF CONTROL, DIVISION OR CONSOLIDATION OF SHARES

Section 8.01 Liquidation

In the event of a liquidation of the Company, to the extent that a FSW has not been previously exercised, it shall automatically terminate as a result of such liquidation.

Section 8.02 Merger or change of control

In the event of a merger of the Company with or into one or more other corporation(s), or of the sale by one or several shareholders of the Company to one or more persons (individuals or entities), acting alone or in concert, of a number of Shares resulting in a transfer of control (pursuant to article L.233-3 of the French Commercial Code) of the Company to said person(s), the Holder will be informed as a shareholder of the Company, and shall receive the same information as if he or she were a shareholder, in order to allow him/her to exercise his or her right to subscribe shares, but only for the number of FSW exercisable by such person at the date of the exercise of his or her right, hence within the limit of the corresponding Shares that he/she was entitled to subscribe at such date, in accordance with the schedule of exercise of the Resolution.

Section 8.03 Division or Consolidation of Shares

In the event of division or consolidation of the Shares of the Company, the number of Shares that can be subscribed upon exercise of the rights attached to the FSW will be, at the effective date of division or consolidation of the shares, multiplied in the event of division and divided in the event of consolidation, so as to entitle the Holder to a number of shares equal to the number of shares he or she would have been entitled to obtain if he or she had exercised the FSW on the date of division or consolidation. However, in case of fractions, the Holder shall be responsible for combining the FSW as they result from the transaction.

Article IX.     LAW AND JURISDICTION

These General Conditions shall be governed by and constructed in accordance with the laws in France. The Tribunal de Grande Instance of Nanterre shall have exclusive jurisdiction to determine any claim or dispute arising in connection herewith.

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EX-99.E.6

Exhibit 99(e)(6)

Non-binding unofficial translation into English for information purposes only. Original in French.

Form of Terms relating to the Warrants (BSA) Awarded to Company Independent Directors

[1] Each BSA (warrant) shall give its holder the right to purchase one share of the Company’s common stock with a par value of 1 euro each, at a subscription price equal to the greater of the following two values: (i) the average closing price for the Company’s shares on Eurolist, or any other regulated market substituted in place of Eurolist, and (ii) the closing price for the Company’s shares on Eurolist, or any other regulated market substituted in place of Eurolist, as determined on the last trading day preceding the date of this meeting.

[2] BSAs will have a term of four years as from their issuance by this shareholders’ meeting.

[3] The calendar for exercising the BSAs shall be as follows:

- one third of the BSAs may be exercised beginning [one year after their issuance].

- then, as to the balance, up to one third at the expiration of each year following [the expiration of the first year], for a period of twenty four months,

- at the latest four (4) years after their issuance, it being specified that any BSAs that have not been exercised at the expiration of this period of four years shall automatically expire,

[4] In the event of a change in control of the Company, unless the director is renewed in his/her office, any BSAs that are exercisable must be so exercised within 90 days after the date of the change of control, it being specified however that any BSAs which, as the case may be, are not exercisable at the date on which the person ceases to be a director shall terminate automatically, and further, that the 90-day period set forth above shall not cause the BSAs to be remain validly exercisable beyond the four-year period set forth above.

[5] As an exception to the foregoing, that in case of acquisition by one or more shareholders or third parties, acting alone or in concert, of a number of shares allowing for the shareholder(s) or third party(ies) to control the Company within the meaning of Article L. 233-3 of the French Commercial Code (hereafter, an “Event”) and if the holder of the BSAs should be revoked or not renewed in his or her duties of director within a period of six (6) months following the date on which the Event occurs, the exercise calendar applicable to the BSAs shall be accelerated such that the holder may exercise, no later than ninety (90) days after the date on which the person’s duties ceased as described above, the number of BSAs that he or she would have been entitled to exercise at the expiration of a period of two (2) years as from the Event had the person continued to be a director and whose appointment was renewed, it being specified that the period of ninety (90) days above shall not cause the BSAs to be remain validly exercisable beyond the four-year period set forth above.

[6] Adjustments to be made in the event of changes in the share capital.

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EX-99.E.7

Exhibit 99(e)(7)

Term Sheet

Employment Offer to Ron Black

Wavecom SA is desirious to offer employment to Mr Ron Black. The main terms and conditions of such employment are defined herein. This employment offer is valid until July 16, 2004.

Should Mr Ron Black agree on those terms and conditions, an employment agreement would be drawn up in French and in English. However the French version should be binding on the parties as provided by French law.

Parties	Wavecom SA, “the Company” Ron Black, the “Executive”
1. Mission	1.      The Executive shall serve as the Chief Executive Officer of the Company being the general manager of the Company (Directeur Général in French) subject to (1) his appointment by the Board of Directors of the Company, and (2) work permit clearance. In this capacity the Executive shall have such duties, authorities and responsibilities determined by French Law and the Company’s bye-laws. 2.      In addition to his role as General manager of the Company, the Executive will drive Wavecom commercial activities in France and abroad under an employment agreement, reporting exclusively to the Board. 3.      The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of his subsidiaries for payroll purposes.
2. Effective date / Term	1.      Effective Date of employment assignment (paragraph 2 of point 1 Mission of this Term Sheet): as soon as employment in one of the entity controlled by Wavecom is legally possible due to work permit constraints and the relevant employment agreement is signed, but no later than September 15, 2004. 2.      Effective Date of Date of his general manager assignment (paragraph 1 of point 1 Mission of this Term Sheet): as soon as the Executive obtains all work permits to run the Company as general manager after his appointment by the Board, but no later than October 15, 2004. 3.      Term of General Manager position is for an indefinite period of time, unless terminated earlier by the Board. 4.      Term of Employment: From Effective Date until termination by either party.

3. Performance of duty	1.      The Executive must devote all his working time to the performance of his duties for the Company and must not have another professional occupation of any kind whatsoever on behalf of any person or legal entity or engage in any other activities that conflict with his obligations to the Company, except if the Company gives its prior written consent. 2.      The foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community affairs or, with prior written approval of the Board, serving on the board of directors or advisory boards of other companies; and (ii) managing his and his family’s personal investments so long as such activities do not materially interfere with the performance of his duties hereunder or create a potential business conflict or the appearance thereof. 3.      If at any time service on any board of directors or advisory board would, in the good faith judgment of the Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Board. Service on the boards of directors or advisory boards disclosed by the Executive to the Company on which he is serving as of the Effective Date are hereby approved.
4. Base salary	1.      The Company agrees to pay the Executive a gross base salary (the “Base Salary”) at an annual rate of 411,000 EUR, payable monthly, but subject to split payroll. 2.      The Executive’s Base Salary shall be subject to annual review.
5. Cash Incentives	1.      Annual Incentive for 2004: 274,000.00 EUR. 2.      Upon targets to be defined with the Board before the Effective Date, based on achievement of targets included in business plan approved in connection with plan of reorganization. 3.      For subsequent year, annual incentive will be defined with the Board.
6. Sign-on bonus	Should the Executive join the Company as employee in a part time basis (two days a week) no later than first week of August 2004 and on a full time basis no later than September 1st, 2004, the Company shall pay the Executive within three days after his appointment as general manager being effective a one-time lump sum cash payment in the amount of 96,000 EUR (the “Sign-On Bonus”).

7. Equity Incentives

1.      Initial equity grant of 147,300.00 stock options by the Board of Wavecom, based on a prior autorisation from the Shareholders meeting of May 22, 2003 which may be exercised according to the December 2003, stock option plan and the following vesting schedule one-fourth of the stock options effective one year after their date of issue; subsequently, over a three-year period, 1/48th of the stock options at the end of each month, effective after the initial one-year period, for a cumulative total of 100 percent of the stock options four years after their issue date. Exercice price per share shall be equal to the higher of the two following values: (i)      Average of the closing prices of the shares traded on Nouveau Marché quoting during the twenty session prior to the grant by the Board and (ii)     the closing price of the shares traded on Nouveau Marché quoted during the last quoting session preceding the date of grant by the Board. 2.      Subject to the approval of the General Shareholders Meeting of Wavecom, and French tax regulations, second equity grant of 302,700.00 BSPCE (Bons de souscription de parts de créateur d’entreprise) which may be exercised in three installments on the first, second and third anniversaries of the Effective Date, provided that the Executive is still in position of General Manager on each exercise date. BSPCE exercice price per share shall be equal to the higher of the three following values: (i) exercice price of the initial equity grant (ii) Average of the closing prices of the shares traded on Nouveau Marché quoting during the twenty session prior to the grant by the Board and (iii) the closing price of the shares traded on Nouveau Marché quoted during the last quoting session preceding the date of grant by the Board. In case of the Executive’s death or termination entitling the Executive to severance (Accelerated vesting on change in control, to be defined in equity plan), portion of option that would have vested within next 24 months will immediately vest. Duration of BSPCE is 5 years. Grant of Options to be substituted to BSPCE, after the non vested BSPCE have lapsed, subject to earlier termination as provided in the stock option plan. 3.      Eligible for participation in any equity-based incentive programs that may be established by the Company for its senior executives.

8. Liability insurance

The Company shall cover the Executive under directors and officers liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and directors.

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9. Benefit plans	The Executive shall be entitled to participate in all employees benefit plans of the Company including, but not limited to pension, profit sharing, medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executives at a level commensurate with his positions subject to satisfying the applicable eligibility requirements.
10. Expatriation package	1.      The Executive shall be entitled to relocation benefits in accordance with the Company’s relocation policy and such additions thereto as mutually agreed to by the Executive and the Board (or a committee thereof), 2.      Housing shall be paid up to 5,000.00 EUR per month for two years after the Effective Date 3.      School tuition fees for the Executive’s children shall be paid entirely upon documentation for two years after the Effective Date.
11. Company Car	Use of Company car including for personal purposes.
12. Expenses	Upon presentation of appropriate documentation, the Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy for all reasonable and necessary business and entertainment expenses incurred in connection with the performance of his duties hereunder.
13. Severance	1.      In case of a friendly merger, acquisition of the Company, and in case of an hostile takeover bid on the shares of the Company, “the Event”, Wavecom undertakes to pay to the Executive a severance pay (except in case of gross or wrongful misconduct) that results in the Executive being terminated within six months following this Event and the Executive being not offered to perform functions of an equivalent level. 2.      The gross amount of the severance pay is equal to three times Base Salary, including the severance pay provided by the applicable collective bargaining agreement. The severance pay is subject to execution of a mutual release under a settlement agreement.
14. Confidentiality	1.      The Executive agrees that he shall strictly refrain from disclosing the information defined hereafter (the “Information”) to any person non authorised by the Company both during the term of this contract and after the contract’s termination. 2.      The Information concern all technical, financial or commercial information in any media relating to the Company or any company of the group to which it belongs which the Executive shall have obtained including, but not limited to, Information that was or will

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	be developed, created or discovered by or on behalf of the Company, or which became or will become known by or was or is conveyed to the Company which has commercial value in the Company’s business. 3.      Information includes but is not limited to all technology, designs, processes, programs, source-software (“logiciels-sources”), hardware designs, frameworks, algorithms, user interface designs, models, architecture, class libraries, objects, research, discoveries, inventions (whether patentable or not), know-how, drawings, markets, marketing plans, terms of compensation and performance levels of Company employees, research and development received in confidence by or for the Company from any other person and is disclosed to the Executive by the Company, product and business development plans, trade secrets, customer lists, customers (including customers of the Company on whom the Executive called or with whom the Executive became acquainted during the term of business information or any other documents whatsoever which the Executive shall have obtained directly or indirectly because of or upon the performance of the duties. 4.      The Executive shall strictly refrain from publishing or using, whether for his own account or for the benefit of any competing company, any Information whatsoever both during the term of this contract and during the period following its termination for any reason whatsoever referred to above.
15. Non-solicitation	The Executive agrees that he shall refrain, during a period of one year following the termination of his employment agreement with the Company:     -   from contacting or prospecting, whether directly or indirectly, any customer or prospective customer of the Company, or any of its affiliates from offering them services and/or products likely to compete with the products and/or services of the Company or any of its affiliates, or from encouraging the customers to leave the Company or any of its affiliates;     -   from encouraging or soliciting any employee of the Company or any of its affiliates in any way likely to induce said employee to leave employment or from being involved in the recruitment of any Company employee.
16. Non disparagement	Each of the Executive and the Company (for purposes hereof, the Company shall mean only the executive officers and directors thereof and not any other employees) agrees not to make any public statements that disparage the other party, or in the case of the Company, its respective affiliates, employees, officers, directors, products or services.

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17. Representation	The Executive represents that he is not bound by any agreement, non compete clause or any such kind of commitment or undertaking with his former or current employers that will preventing him from working for the Company. He shall indemnify, defend and hold the Company harmless against any claim, liability arising from the breach of such representation.
18. Applicable law	1.      This agreement is governed by the French law. 2.      The rights and obligations of the parties which are not covered by specific provisions in the employment agreement will result from French labor code and from the provisions of the Convention collective nationale des bureaux d’études techniques - Cabinets d’ingénieurs-conseils - Sociétés de conseils or any other collective bargaining agreement which would replace this agreement.
19. Jurisdiction	Any dispute shall be solved before the competent French Courts.

For Wavecom SA	For Mr. Ron Black
Mr. Alard
/Signature/ (illegible)	/Signature/ (illegible)

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EX-99.E.8

Exhibit 99(e)(8)

AMENDMENT n°1

To Term Sheet - Employment Offer

This Amendment is made effective 1^st of January 2006.

- Between -

Wavecom S.A., French “Societe Anonyme”, registered at Nanterre Company Registrar under n° 391 838 042, having registered headquarters at 3 esplanade du Foncet, 92442 Issy les Moulineaux Cedex, France,

-And-

Mr Ronald D Black, 95 rue de Prony, 75017 Paris, France,

WITNESSETH THAT

WHEREAS an Employment Offer was made by Wavecom to Ron Black under terms and conditions contained in a term sheet (hereafter the “Term Sheet”) effective July 22, 2004.

WHEREAS this Offer was accepted by Ron Black.

WHEREAS, upon proposals made by Wavecom’s Compensation and Nomination Committee on January 18, 2006, the Board of Wavecom decided on February 7, 2006, to propose some amendments to the Term Sheet, such amendments to be effective January 1, 2006.

WHEREAS the proposed amendments were accepted by Ron Black.

NOW THEREFORE IT HAS BEEN AGREED AS FOLLOWS:

1. Amendment to Section 1 of the Term Sheet

The Parties agree that Ronald Black has been and will continue to serve for around 4/10 of his time as Chief Executive Officer of Wavecom Inc, Wavecom S.A.’s subsidiary based in the US.

2. Amendment to Section 4 of the Term Sheet

The Parties agree that the Base Salary will be increased to €421,500, subject to a split between Wavecom S.A. (€252,900) and Wavecom Inc (€168,600).

3. Amendment to Section 5 of the Term Sheet

The Parties agree that the Annual Incentive for 2006 will be increased to €281,000 and that an additional bonus of €100,000 will be paid upon successful integration of an acquisition during the year 2006.

4. Amendment to Section 7 of the Term Sheet

For clarification purposes, the Parties agree that, subject to the shareholder’s and board’s decisions, any further grant of stock options to Ron Black will provide vesting rules identical to the grants dated August 18 2004 and January 19 2005.

5. Amendment to Section 10 of the Term Sheet

The Parties agrees that the term of the Expatriation package (Housing and School tuition fees) shall be extended for a further two years.

6. General

This amendment shall come into force on January 1, 2006.

Except as herein amended, all other terms and conditions of the Term Sheet shall remain in full force and binding upon the Parties.

Wavecom S.A.	Ronald D Black
By:	/Signature/ (illegible)
/Signature/ (illegible)
Michel Alard
Chairman of the Board

EX-99.E.9

Exhibit 99(e)(9)

Non-binding unofficial translation into English for information purposes only. Original in French.

WAVECOM

French “Société Anonyme”

Registered capital 15.531.813 euros

Registered Office: 3, Esplanade du Foncet

92442 Issy les Moulineaux Cedex

RCS Nanterre 391 838 042

EXTRACT OF

MINUTES

OF THE MEETING OF THE BOARD OF DIRECTORS

OF JANUARY 19, 2005

In the year two thousand and five

On 19 January at 09.00 AM

At the registered office

The members of the Board of Directors of WAVECOM (“the Company”) convened by the Chairman, Mr. Michel ALARD met.

(…)

With the physical presence of half of its members, the Board is declared regularly constituted and can legitimately deliberate.

(…)

3. Grant of founders’ warrants (bons de souscription de parts de créateur d’entreprise) (“BCE”) to Mr. Ron Black

(…)

3.2 Grant of stock options

1

(…)

[The Chairman] also proposes that the shares concerning the warrants be subscribed in accordance with the following initial timetable, it being indicated that the grant to the CEO shall be subject to the same rules as the previous grants of stock option to the same CEO:

- Up to one quarter of the shares on expiry of a period of one year from the date of grant of the options, i.e. starting from 18 ^th May 2007.

- Next, the balance, in proportion to 1/48^th of the shares on expiry of each subsequent one-month period, starting from 18^th May 2007, in such manner that all the shares eligible be fully subscribed after the 36 ^th month has elapsed.

- And at the latest within 10 years from the date of grant by the Board of the stock options, i.e. at the latest 17th May 2016.

(…)

Following discussion, the Board unanimously:

(…)

decides to grant for no consideration 302.700 BCEs to Ron Black (…)

(…)

decides that the exercise periods of these BCEs should follow the timetable fixed by the shareholders’ meeting. Therefore, the BCE can be exercised by Mr. Ronald Black according to the following timetable:

- (…)

- in the event of a negotiated merger, acquisition of the Company, or hostile takeover bid on the shares of the Company (the “Transaction”) that results in Mr. Ronald Black being terminated or if Mr. Ronald Black is not offered an opportunity to perform functions of an equivalent level, within six months following the Transaction, Mr. Ronald Black would be able to exercise that number of BCEs that would have become exercisable in the two years following such date, within 90 days following the termination of his position,

(…)

2

Non-binding unofficial translation into English for Information purposes only. Original in French.

WAVECOM

French “Société Anonyme”

Registered capital 15.531.813 euros

Registered Office: 3, Esplanade du Foncet

92442 Issy les Moulineaux Cedex

RCS Nanterre 391 838 042

EXTRACT OF

MINUTES

OF THE MEETING OF THE BOARD OF DIRECTORS

OF 17th MAY 2006

In the year two thousand and six

On 17th May at 09.00 AM

At the registered office

The members of the Board of Directors of WAVECOM (“the Company”) convened by the Chairman, Mr. Michel ALARD met.

(…)

With the physical presence of half of its members, the Board is declared regularly constituted and can legitimately deliberate.

(…)

3. Grant of stock options

(…)

3.2 Grant of stock options

(…)

[The Chairman] also proposes that the shares concerning the warrants be subscribed in accordance with the following initial timetable, it being indicated that the grant to the CEO shall be subject to

3

the same rules as the previous grants of stock option to the same CEO:

- Up to one quarter of the shares on expiry of a period of one year from the date of grant of the options, i.e. starting from 18 ^th May 2007.

- Next, the balance, in proportion to 1/48^th of the shares on expiry of each subsequent one-month period, starting from 18^th May 2007, in such manner that all the shares eligible be fully subscribed after the 36 ^th month has elapsed.

- And at the latest within 10 years from the date of grant by the Board of the stock options, i.e. at the latest 17th May 2016.

(…)

Following discussion, the Board unanimously:

(…)

decides the stock options granted to the CEO may be exercised in accordance with a timetable identical to the previous grant of stock options to the CEO and shall in addition be governed by all the provisions of the 2006 Plan

(…)

4

EX-99.E.10

Exhibit 99(e)(10)

Non-binding unofficial translation into English for information purposes only. Original in French.

WAVECOM

French “Sociéte Anonyme” with a capital of 15 796 591 euros

Registered Office: 3, Esplanade du Foncet

92442 Issy les Moulineaux Cedex

Company Registrar of Nanterre 391 838 042

EXTRACT OF

MINUTES

OF THE BOARD MEETING

HELD ON JUNE 17, 2008

The year two thousand and eight

The 17^th of June, 6.00 p.m. CET

At the head office

The Directors of WAVECOM met at a Board Meeting convened by the Chairman, Mr. Michel Alard.

(…)

A quorum of more than half the members of the Board being present, the Chairman declared the meeting open and regularly constituted.

(…)

#1 Review of the Base Salary and bonus (or Annual Incentive—item 5 of the term sheet)

The Compensation Committee discussed the overall fixed and variable compensation of Ron Black. It is agreed that this compensation should be reviewed and increased. However, it is

1

agreed that, in order to encourage the CEO to meet certain objectives, only the variable part of his compensation (or Annual Incentive) shall be re-evaluated.

It is therefore proposed to the board that the Annual Incentive be increased by €120,000 and therefore fixed at €401,000.

The criteria for paying the Annual Incentive would be reviewed year by year, but should be slightly more detailed than by the past. In addition to the current criterion which was to achieve the annual business plan and budget as approved by the board, it would be proposed to fix the following objectives:

- finalize one or several acquisitions

- maintain profitability

#2 Expatriation package (item 10 of the term sheet)

It is quite common that expatriation packages have duration of five years. Therefore, the Committee proposes the renewal of the CEO’s expatriation package for one year (meaning the school fees for school year 2008-09 and the housing until July 2009). Such an advantage in kind is evaluated at a maximum amount of €180,000.

(…)

#5 Special Incentive

The Committee proposes to the Board to fix a special incentive (hereafter “Special Incentive”) linked to the achievement of a tender offer on the shares of the company resulting in the acquisition by a third party of the company at a premium of at least 40%. This Special Incentive would be fixed at one year of salary (therefore the addition of the Base Salary and the Annual Incentive).

(…)

After deliberation, the Board unanimously (the CEO not taking part to the vote):

- decides to accept the proposals made and presented by the Compensation and Nomination Committee and, as a consequence, modifies certain elements of the CEO’s compensation and the related objectives.

(…)

2