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) ordinary 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) zero-coupon 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 December 15, 2008, there were 15,828,524 Shares issued and outstanding, of which ADSs represented 623,838.

The OCEANEs are not registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of December 15, 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 Sierra Wireless France SAS, (the “Purchaser”), a company organized under the laws of France and an indirect wholly owned subsidiary of Sierra Wireless, Inc., a corporation organized under the laws of Canada (together with its subsidiaries, “Sierra Wireless”), disclosed in a Tender Offer Statement on Schedule TO dated January 8, 2009 (as may be amended or supplemented from time to time, the “Schedule TO”), to purchase (i) Shares, at a price of 8.50 euros per Share including any dividends payable, that are held by holders who reside in the United States, (ii) ADSs held by holders wherever located, at a price equal to the U.S. dollar equivalent of 8.50 euros per Share including any dividends payable, and (iii) OCEANEs held by holders who reside in the United States at a price of 31.93 euros plus unpaid accrued interest (defined in the Schedule TO as the interest accrued but unpaid calculated pro rata from the number of days from the last interest payment date to the day of settlement for the OCEANEs) per OCEANE, in each case, net to the seller in cash (U.S. dollars in the case of the ADSs

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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 the Purchaser’s U.S. Offer to Purchase, dated January 8, 2009 (the “U.S. Offer to Purchase”), the related ADS letter of transmittal, and the related forms of acceptance for Shares and OCEANEs (which, together with the U.S. Offer to Purchase and any 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 (the “French Offer”) for (i) any and all Shares that are traded on Euronext Paris Compartiment B under ISIN code FR0000073066, at a price of 8.50 euros per Share; and (ii) any and all outstanding OCEANEs issued by the Company and traded on Euronext Paris under ISIN code FR0010497131, at a price of 31.93 euros 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, to be dated on or about January 9, 2009 (the “French Offer to Purchase”). According to the Schedule TO, the French Offer will be 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 “Offers”.

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 stock options cannot be exercised to acquire Shares (or the Shares issued upon the exercise of such securities cannot be transferred in accordance with their terms) by their holders during the period of the Offers and any extension thereof, they are not subject to the Offers, and (ii) the free Shares granted to certain employees and directors of the Company and of certain of its subsidiaries are not subject to the Offers.

The Offers are both conditioned upon there being validly tendered in accordance with the terms of the Offers and not withdrawn prior to the expiration date of the Offers that number of Shares that represent at least 50% plus one voting right of the Company as of the date of closing of the last of the two Offers, which takes into account (i) all the Shares validly tendered to the Offers (including Shares represented by ADSs) as of the date of closing of the last of the two Offers, and (ii) all existing Shares of the Company as of the date of closing of the last of the two Offers, including the Shares represented by ADSs (less all treasury shares).

According to the French Offer to Purchase, in the event Shares not tendered in the Offers do not represent more than 5% of the share capital or voting rights of the Company, the Purchaser intends to request that the French Autorité des marchés financiers (the “AMF”), within three months following the closing of the Offers, 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 Offers, implement a squeeze-out of the OCEANEs if OCEANEs not tendered in the Offers do not represent more than 5% of the outstanding Shares on an as converted, fully diluted basis. Furthermore, according to the French Offer to Purchase, the Purchaser reserves the 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 Offers and if a squeeze-out procedure is initiated following the expiration of the Offers, or in the event the liquidity of the Shares would be considerably reduced, the Purchaser intends to put in place a liquidity mechanism on the basis of the price set forth in the Offers or multiples derived from such price for the benefit of the holders of Shares issuable upon exercise of outstanding BSAs, BCEs or stock options, if permitted and in

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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 Offers 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).

The Offers are being made in connection with a Memorandum of Understanding, dated as of December 1, 2008, by and between the Company and Sierra Wireless (the “MOU”). A copy of the MOU is filed as Exhibit 99(e)(1) hereto and is incorporated herein by reference.

As set forth in the Schedule TO, the principal executive offices of the Purchaser are located at 13811 Wireless Way, Richmond, British Columbia Canada V6V 3A4 and the Purchaser’s business telephone number at that address is +1 (604) 231-1100.

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

Except as described in this Item 3, 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 executive officers, directors, or affiliates or (ii) the Purchaser, Sierra Wireless or their respective executive officers, directors, or affiliates.

Certain members of management and the Board of Directors of the Company may be deemed to have certain interests in the transactions contemplated by the MOU that are different from or in addition to the interests of the Company’s shareholders generally. The Company’s Board of Directors was aware of these interests and considered that such interests may be different from or in addition to the interests of the Company’s shareholders generally in, among other matters, approving the MOU and the transactions contemplated thereby.

The Company’s executive officers and directors 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 Company’s Board of Directors and its specialized committees. Pursuant to a proposal by the Compensation and Nominations Committee, the Company’s 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 Company’s Board of Directors decided to distribute a one-time bonus of 10,000 euros to both the Chairman and Deputy Chief Executive Officer.

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    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. In addition, the terms of Dr. Black’s compensation were further modified in 2008 as explained in more detail below.

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 or 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, pursuant to a resolution of the Company’s Board of Directors on June 17, 2008, 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.

The Company’s Board of Directors also decided on June 17, 2008, that a special bonus equal to Dr. Black’s annual fixed and variable salary for one year would be 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. Pursuant to the terms of the MOU, a successful completion of the Offers will result in payment of the bonus.

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 negligence 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 law and any applicable collective bargaining agreements. Because the severance payment was approved by the Company’s Board of Directors before the French “TEPA” law was adopted, it must be revised before February 22, 2009 to conform with the law’s requirements, which, among other things, requires that severance payments be subject to performance conditions determined by the Company’s Board of Directors, approved by the shareholders and disclosed publicly.

The Company’s Board of Directors, after hearing the findings presented by the chairman of the Company’s Nomination and Compensation Committee following their reflection begun in February 2008, decided on November 17, 2008 to amend the terms of Dr. Black’s service

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agreement to, among other things, make the severance payment described in the service agreement contingent on performance criteria as follows, each of which must be met at the time of Dr. Black’s departure in order for his severance to be payable:

- The Company’s activity having generated a greater net cash balance (i.e., cash, cash equivalents and marketable securities less long-term and short-term debt) at the time of Dr. Black’s departure than such balance three years earlier (on the basis of the most recent quarterly closing and excluding the effects of any exceptional business expenditures, such as, for example, the financing of an acquisition), and

- The Company having remained in the top three leaders of its market, as recognized by any market analyst (such as Gartner or ABI) in the three years preceding Dr. Black’s departure from the Company.

In addition, in order to more properly reflect the mutual understanding of Mr. Black and the Company’s Board of Directors as to the circumstances under which the severance payment becomes payable, the Company’s Board of Directors approved an amendment to the Service Agreement to provide that Mr. Black is entitled to the severance payment described above if he resigns within six (6) months following a change in control of the Company.

Pursuant to article L.225-42-1 of the French Commercial Code these commitments must be submitted to the shareholders for their approval during a shareholders’ meeting.

As announced by the Company in the notice published in the Bulletien des annonces légales obligatoires on December 5, 2008, the shareholders’ meeting of the Company scheduled for December 8, 2008, called to, among other things, approve those commitments, was adjourned.

Sierra Wireless approved in the Memorandum of Understanding signed on December 1, 2008 with the Company (see section 1.2.2 above), the terms and conditions of these commitments and as a result, undertook to have the new board of directors of the Company which will be put in place following the change in control, to confirm such commitments and vote in favor of their approval at the first general shareholders’ meeting to take place following the expiration of the Offers.

An excerpt of the November 17, 2008 Board meeting is attached to this Statement as Exhibit 99(e)(11) and is hereby incorporated by reference in its entirety.

    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. In addition to the severance payment for the Chief Executive Officer described above, one other executive officer is entitled to a severance payment, unrelated to any change of control, of a variable amount based on the date of termination.

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(b)     Equity compensation.

The following table indicates the number of BCEs, BSAs, stock options, free shares and ordinary shares held as of December 15, 2008 by the members of the Board of Directors and Executive Officers:

	BCEs, BSAs, stock options and free shares granted but not exercised at December 15, 2008							Ordinary shares at December 15, 2008
	BCEs		BSAs		Stock options		Free shares
	Number	Weighted   Average Exercise Price (€)	Number	Weighted   Average Exercise Price (€)	Number	Weighted   Average Exercise Price (€)	Number
Holders
Aram Hékimian (1)	0	-	0	-	0	-	0	1,800,381
Michel Alard (1)	0	-	0	-	0	-	0	1,538,533
Ronald Black*	302,700	5.39	0	-	255,844	6.40	77,650	78,173
Olivier Beaujard	5,000	4.19	0	-	23,530	58.88	0	0
Chantal Bourgeat	15,000	4.19	0	-	25,000	10.27	0	0
Andres Franzen	0	-	0	-	50,000	10.62	0	0
Didier Dutronc	0	-	0		51,500	8.16	0	2,500
Bernard Gilly** (1)	0	-	33,334	12	0	-	0	2,000
Philippe Guillemette	20,000	4.19	0	-	72,750	27.64	35,000	0
Stephen Imbler** (1)	0	-	40,000	11.43	0	-	0	10,000
Anthony Maher** (1)	0	-	36,667	11.87	0	-	0	100
Etienne Menut	5,000	4.19	0	-	31,000	10.04	0	5
Yann Merceron	0	-	0	-	2,000	39.18	0	0
Pierre Piver	0	-	0	-	41,000	7.60	0	0
Pierre Teyssier	15,000	4.19	0	-	36,000	18.45	0	0
Emmanuel Walckenaer	0	-	0	-	25,000	6.64	0	0

* The stock options attributed to Dr. 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, that results in Dr. Ronald Black being terminated within six months following the operation or if Dr. 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 BSAs which contain an acceleration clause in the event of a change of control.

(1) Director

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    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 99(e)(5), 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 Offers are 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 Company’s 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 Company’s 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 not exercised during this 15-day period will terminate and cease to represent the right to acquire Shares.

In the event of success of the Offers and if a squeeze-out procedure is initiated following the expiration of the Offers, or in the event the liquidity of the Shares would be considerably reduced, the Purchaser intends to put in place a liquidity mechanism on the basis of the price set forth in the Offers or multiples derived from such price for the benefit of the holders of Shares issuable upon exercise of stock options, if permitted and in accordance with applicable law.

Stock options generally 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 are similar to stock options, have been issued to certain of the Company’s employees who were French residents, expire after five years, as was required under French law. BCEs have been 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 stock 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 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 or 10 years after their issue date. In the event of a change in control of the Company, in connection with which 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 in the two years following the change of control become exercisable for 90 days after the date on which such person’s duties ceased and any unexercised BSAs terminate upon the expiration of such 90-day period.

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    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 Offers.

The members of the Company’s Board of Directors and executive officers of the Company who tender their Shares, ADSs or OCEANEs in the Offers will receive the same cash consideration on the same terms and conditions as other security holders of the Company. As of December 15, 2008, to the Company’s knowledge, the members of the Board and executive officers of the Company owned an aggregate of 3,431,692 Shares, in the form of Shares or ADSs (excluding BSAs, BCEs, options to purchase Shares and restricted or free shares), and no OCEANEs. As described under Item 4(d) below, the members of the Board and the executive officers of the Company have indicated that they intend to tender all of their Shares and ADSs in the Offers. Furthermore, as described under Item 3(d)(ii) below, the Company’s founders and some of their family members have signed undertakings to tender with Sierra Wireless in which they have committed to tender all of their Shares into the Offers. Assuming all such Shares and ADSs are purchased by the Purchaser at the price stated in the Offers, the members of the Board and executive officers of the Company will receive an aggregate of approximately €29,169,382 in cash before any required withholding deductions.

(d)     Relationships with the Purchaser.

    i.     Memorandum of Understanding

On December 1, 2008, Sierra Wireless and the Company entered into the MOU whereby Sierra Wireless (or one of its direct or indirect subsidiaries) undertook to launch a tender offer in France and a distinct offer in the United States, to acquire all the Shares and OCEANEs issued by the Company. Pursuant to the MOU, the Company’s Board of Directors unanimously resolved to (i) determine that the acquisition of the Company by the Purchaser is in the best interests of the Company and its employees and (ii) recommend to all holders of Securities to tender such Securities to the Offers, subject to consideration of a fairness opinion drawn up by an independent expert appointed in accordance to the articles 261-1 et seq. of the AMF General Regulations.

Pursuant to the MOU, the Company also granted an exclusivity right for the benefit of Sierra Wireless and undertook to, among other things, (i) postpone the shareholders’ meeting of the Company scheduled for December 8, 2008 which had been called on November 21, 2008 by a meeting notice equivalent to a convocation notice, and (ii) inform the Purchaser of any proposals received from third parties regarding any competing offer and grant Sierra Wireless the right to match such competing offer.

In addition, the Company undertook not to (i) tender its treasury shares in the Offers or (ii) transfer the treasury shares to a third party.

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The Company also agreed to pay Sierra Wireless a break-up fee of 3.27 million euros, in the event:

- the Company’s Board of Directors withdraws or modifies its recommendation dated December 1, 2008; the Company’s Board of Directors withdraws or modifies its recommendation that it has undertaken, pursuant to the MOU, to adopt upon receipt of the fairness opinion that will be made by the independent expert appointed on December 1, 2008; or the Company’s Board of Directors fails make a recommendation to its shareholders following receipt of such fairness opinion;

- the Company recommends a tender offer or a takeover proposal from a third party and/or enters into an agreement with a third party with respect to such a competing takeover proposal; or

- the French Offer is withdrawn pursuant to Article 232-11 of the AMF General Regulations; or

- the AMF announces that the results of a competing offer for the Company’s securities made by a third party that is successful or another takeover proposal is consummated in breach of the MOU.

The MOU is attached as Exhibit 99(e)(1) hereto and is incorporated herein by reference. It should be read in its entirety for a more complete description of the matters summarized herein.

    ii.     Company Founders’ Undertakings to Tender

In connection with the execution of the MOU, on December 1, 2008, Mr. Michel Alard and some members of his family signed an undertaking to tender with Sierra Wireless whereby they undertook to tender all of their Shares to the Offers, which amounts to 1,538,533 Shares and represents approximately 9.7% of the outstanding share capital and approximately 10.4% of the voting rights of the Company (excluding the treasury shares held by the Company).

In addition, on December 1, 2008, Mr. Aram Hékimian and some members of his family signed a substantially similar undertaking to tender whereby they undertook to tender all of their Shares to the Offers, which amounts to 1,800,381 Shares and represents approximately 11.4% of the outstanding share capital and approximately 12.2% of the outstanding voting rights of the Company (excluding the treasury shares held by the Company).

Pursuant to these undertakings to tender, Messrs. Alard and Hékimian and their respective family members undertook not to solicit or facilitate any competing third party offer.

The undertakings to tender shall be void in the event that a third party files a tender offer competing with and higher than the Offers and that such superior offer is declared compliant by the AMF unless the Purchaser makes a higher bid than such third party competing offer that is declared compliant by the AMF. In this case, Messrs. Alard and Hékimian and their respective family members shall observe such undertakings and would be required to tender all the Shares to the Purchaser’s higher bid, as if such undertakings had never been void.

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Pursuant to the undertakings described above, in the event that a competing third party offer is filed with the AMF, and any of Mr. Alard, Mr. Hékimian or their respective family members (i) tenders any or all of their Shares to such third party offer or (ii) sells (on the market or off-market) or transfers in any way their Shares to a third party, such person shall pay to the Purchaser an amount equal to the number of shares sold or transferred in any of the acts referred to in paragraphs (i) and (ii) above, multiplied by 35% of the difference between the price per Share obtained by the transferor of such Shares and 8.50 euros.

The description of the undertakings to tender set forth above is qualified in its entirety by reference to the undertakings to tender, which are attached as Exhibit 99(e)(2) and Exhibit 99(e)(3) hereto, and are incorporated herein by reference. The undertakings to tender should be read in their entirety for a more complete description of the matters summarized herein.

    iii.     Confidentiality Agreement.

The Company and Sierra Wireless entered into a confidentiality agreement, dated October 24, 2008 (the “Confidentiality Agreement”), pursuant to which each of the Company and Sierra Wireless 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.

The foregoing summary is qualified in its entirety by reference to the Confidentiality Agreement which is filed as Exhibit 99(e)(4) hereto and is incorporated herein by reference. The Confidentiality Agreement should be read in its entirety for a more complete description of the matters summarized above.

Item 4. The Solicitation or Recommendation.

(a)     Recommendation of the Board

At a meeting of the Company’s Board of Directors held on December 1, 2008, the Company’s Board of Directors unanimously resolved that the offer made by Sierra Wireless to acquire the Company is in best interests of the Company, its employees and, subject to consideration of a fairness opinion drawn up by an independent expert, its shareholders.

At a meeting of the Company’s Board of Directors held on December 23, 2008, it unanimously determined that the proposed acquisition of the Company by Sierra Wireless is in the best interest of the Company, its shareholders, its employees, and its other stakeholders, and it recommended that the owners of Securities tender their Securities in the Offers.

In addition, the Board resolved that the treasury shares held by the Company and its subsidiaries not be tendered in the Offers pursuant to the MOU.

Accordingly, the Company’s Board of Directors unanimously recommends that the holders of Securities tender their Securities in the Offers.

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(b)     Background of the Recommendation

The terms and conditions of the MOU and the Confidentiality Agreement are the result of arm’s length negotiations between the Company and Sierra Wireless. Set forth below is a summary of the background of these negotiations and certain related matters preceding these negotiations.

On February 27, 2008, Mr. Jason Cohenour, Chief Executive Officer of Sierra Wireless, contacted Mr. Ronald Black, Chief Executive Officer of the Company, by telephone to discuss the M2M industry generally and to discuss the possibility of an acquisition of the Company by Sierra Wireless.

On May 5, 2008, by email to Mr. Black, Mr. Cohenour discussed the merits of an acquisition of the Company by Sierra Wireless. Additionally, Mr. Cohenour requested that the Company allow Sierra Wireless to commence due diligence and hold presentation meetings with the Company’s management. Further emails were exchanged between Mr. Black and Mr. Cohenour between May 15 and May 18, 2008 in the course of which Mr. Black informed Mr. Cohenour that he was not sure that the Company’s Board of Directors would support the proposed transaction at this stage.

On June 11, 2008, Mr. Cohenour met Mr. Black at the Company’s offices in Paris. During the meeting, Mr. Black and Mr. Cohenour discussed the M2M industry in general and again discussed the potential for an acquisition of the Company by Sierra Wireless.

On July 6, 2008, Mr. Cohenour sent an email to Mr. Anthony Maher, Chairman of the Company’s M&A Sub-Committee, introducing him to Mr. Charles Levine, Chairman of Sierra Wireless’ board of directors.

On August 1, 2008, Mr. Levine proposed to Mr. Maher that Sierra Wireless offer to acquire the Company. The proposal described in particular the conclusions of the due diligence performed by Sierra Wireless using publicly available documents and presented drafts of agreements that could be entered into with the Company, Mr. Black, the Company’s founders and certain other shareholders of the Company, as well as new employment and non-compete agreements with certain key Company employees and significant shareholders.

By letter dated August 19, 2008 Mr. Maher responded to Mr. Levine that, although he understood the strategic potential of the proposed acquisition, the Company’s founders and the Board of Directors of the Company felt that the proposed purchase price was not satisfactory. Nevertheless, Mr. Maher invited other informal discussions with Sierra Wireless.

On October 6, 2008, Gemalto N.V. (“Gemalto”) announced its intentions to commence an unsolicited tender offer to purchase the Shares of the Company for 7 euros per share and the OCEANEs issued by the Company for 20 euros per OCEANE.

On October 7, 2008, Mr. Cohenour telephoned Mr. Black to discuss Gemalto’s offer and the potential for a friendly acquisition of the Company by Sierra Wireless.

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On October 17, 2008, Gemalto issued a press release raising the offer price for the OCEANEs to 31.30 euros per OCEANE.

On October 24, 2008, Sierra Wireless sent the Company a letter confirming its serious interest in pursuing the acquisition of the Company. On that same date, the Company and Sierra Wireless entered into the Confidentiality Agreement.

On October 26, 2008, Mr. Black and Mrs. Chantal Bourgeat, Chief Financial Officer of the Company, met Mr. Cohenour, Mr. Dave McLennan, Chief Financial Officer and Mr. Trent Punnett, Senior Vice President, Marketing and Corporate Development of Sierra Wireless, in Toronto to further discuss Gemalto’s offer and the possibility of a friendly acquisition of Wavecom by Sierra Wireless.

On November 12, 2008, Mr. Cohenour and Mr. Black met in London together with representatives from their respective financial advisors (Lazard and Merrill Lynch) to discuss potential terms of a proposed acquisition of the Company by Sierra Wireless.

On November 20 and 25, 2008, Mr. Cohenour and Mr. Black exchanged emails further discussing the possibility of a friendly acquisition of the Company by Sierra Wireless.

On November 27, 2008, Mr. Cohenour and Mr. Black spoke by telephone to discuss further the potential terms and mechanics of a friendly acquisition of the Company by Sierra Wireless.

On November 28, 2008, a conference call was held between Mrs. Bourgeat and Mr. Trent Punnett, Senior Vice President, Marketing and Corporate Development of Sierra Wireless, and others from both parties, to discuss certain aspects of the proposed acquisition.

On November 29 and 30, 2008, Mr. Punnett, Mr. Cohenour, Mr. Black, and Mrs. Bourgeat met in Paris, together with their financial and legal advisors, to negotiate the terms of the MOU.

On November 30 and December 1, 2008, Sierra Wireless and the Company’s respective boards of directors met and approved the proposed acquisition of the Company by Sierra Wireless. At a meeting of the Company’s Board of Directors on December 1, 2008, it unanimously resolved that the offer made by Sierra Wireless to acquire the Company is in the best interests of the Company, its employees and, subject to consideration of a fairness opinion drawn up by an independent expert, its shareholders. Following this meeting, the two companies entered into the MOU.

In addition, on December 1, 2008, the Company’s founders executed undertakings to tender, committing to tender all of their Shares in the Offers in support of the transaction.

On December 2, 2008, Sierra Wireless and the Company publicly announced that they had entered into the MOU and representatives from Sierra Wireless and the Company held conference calls with investors and analysts to discuss the proposed business combination.

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On December 3, 2008, Gemalto announced that it would not raise its bid for the Company and that it would inform the AMF of its intention to terminate the Gemalto Offer.

On December 9, 2008, the AMF announced that it would extend the expiration date of the Gemalto Offer until at least the opening of the French Offer.

On January 6, 2009, the AMF granted its visa to the French offer document.

On January 8, 2009, the U.S. Offer was commenced.

(c)     Reasons for the Recommendation

In evaluating the MOU and the Offers contemplated thereby, the Company’s Board of Directors consulted with the Company’s senior management and legal and financial advisors, and considered a number of factors in recommending that all holders of Securities accept the Offers and tender their Securities in the Offers.

In accordance with its obligations under French law and the AMF General Regulations, at its meeting on December 23, 2008, the Company’s Board of Directors delivered a reasoned assessment (avis motivé) of the Offers. The following is an unofficial translation from French of the original reasoned assessment of the Company’s Board of Directors. Certain terminology has been conformed to the defined terms used in this Statement and certain typographical conventions have been conformed to United States usage.

“The Company’s Board of Directors met on December 23, 2008, with Mr. Michel Alard as Chairman, to consider the terms and conditions of Sierra Wireless’s proposed public tender offer for the Shares and OCEANEs (the “Securities”) of Wavecom (the “Sierra Wireless Offer”). All of the directors were present or represented.

In response to the unsolicited offer for the Securities initiated by Gemalto on October 6, 2008, the M&A sub-committee of the Company’s Board of Directors, presided over by Mr. Anthony Maher, an independent director, and the Company’s Chief Executive Officer, Dr. Ronald Black, actively sought, from the beginning of October to the beginning of December, other potential acquirers (“white knights”) and studied different strategic alternatives, including a stand-alone strategy. Over the course of this process, the Company studied several different potential opportunities that presented the possibility of greater industrial and financial compatibility with the interests of the Company, its shareholders, its employees and its other stakeholders than the Gemalto Offer. In this context, the Company’s management and advisors held exploratory discussions with Sierra Wireless, during which the Company’s management saw the rationale and desirability such a combination between the two companies could present. As a result, the two management teams, together with their advisors, negotiated, between November 29 and December 1, 2008, an agreement (the MOU) regarding the terms and conditions of the Sierra Wireless Offer.

During the Board of Directors meeting on December 1, 2008, the M&A sub-committee presented its observations and the Board of Directors assessed the merits of the Sierra Wireless Offer. The content and the main clauses of the draft MOU were then detailed and

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discussed by the members of the Board of Directors, in the presence of the Company’s legal and financial advisors. After considering these observations and discussions, the Company’s Board of Directors authorized Dr. Ronald Black, the Company’s Chief Executive Officer, to sign on the same day the MOU, and unanimously determined that the proposed acquisition of the Company by Sierra Wireless was in the best interest of the Company, its shareholders, its employees and its other stakeholders, and, subject to consideration of the fairness opinion from an independent expert designated during the same meeting in accordance with the requirements of articles 261-1 et seq. of the general regulation of the Autorité des marchés financiers (the “AMF”), its shareholders.

During its meeting on December 23, 2008, the Company’s Board of Directors considered once again the terms and conditions of the Sierra Wireless Offer whereby Sierra Wireless offered to acquire the Shares issued or to be issued during the Sierra Wireless Offer for a price per share of 8.50 euros (including any dividends payable) and the Company’s OCEANEs for a price per OCEANE of 31.93 euros plus accrued but unpaid interest, as such terms were set forth in the draft offer document filed with the AMF by Sierra Wireless on December 2, 2008.

Sierra Wireless also announced its intention to initiate a separate Offer in the United States (the “U.S. Offer” and, together with the Sierra Wireless Offer, the “Offers”) to the holders of the Company’s Shares and OCEANEs residing in the United States and the holders of all of Wavecom’s American Depositary Shares wherever located, subject to terms and conditions, according to Sierra Wireless, that are “substantially similar” to those of the Sierra Wireless Offer.

The Company’s Board of Directors noted that the Offers are subject to the condition of a minimum number of Shares representing, at the date of expiration of the later of the two Offers, the majority of the Company’s voting rights. As a general matter, the result of the Offers, which may only be withdrawn under very limited circumstances as provided under French regulations, will not be officially set until the AMF certifies that such condition has been met.

On the basis of the above, the Board of Directors, after deliberating, unanimously considered that:

¡        The Company and Sierra Wireless are two significant players in the field of wireless communications, with highly complementary geographical exposures, products and competencies.

¡        As a result, a combination of the two companies would enable the creation of one of the world leaders in wireless modules/solutions, with a significant presence in Europe, North America and Asia, comprehensive products and services portfolios (including M2M (“machine to machine”) products and services, embedded modules, “air cards”, etc.), a diversified customer base and a presence in several key vertical markets (mobile telecommunications, automotive, aeronautics, industrial, etc.).

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¡        Key benefits for the Company would include:

o     An extension of the range of offered solutions – GSM, CDMA, modules, software, services, subsystems;

o     Faster deployment of third generation (3G) technologies;

o     A reduction of the “design” costs due to the combination of Sierra Wireless’s know-how in third generation (3G) technologies and the Company’s industrialization experience;

o     Manufacturing consolidation resulting in higher efficiency;

o     Improved purchasing power with main suppliers due to higher volumes;

o     Faster and more efficient certifications with operators;

o     Better customer support and broader geographic coverage;

o     Savings in external research & development costs by eliminating, for example, duplicate expenses;

o     Synergies in communication and marketing expenses; and

o     Lower administrative costs in general.

¡        The Company’s Board of Directors has taken due note of Sierra Wireless’s intention not to materially restructure the Company beyond the recently announced reorganization currently contemplated by the Company as part of its industrial strategy.

¡        The Company’s Board of Directors has also taken due note of Sierra Wireless’s intention to integrate the Company as an operational division, whose headquarters would remain in France.

¡        The Company’s Board of Directors has considered that the two companies should benefit from numerous synergies, in particular in product development, distribution channels and other complementary resources. These assets should permit the group to accelerate its growth, in a profitable manner, with an improved offering in modules and M2M modems, as well as in software, solutions and associated services.

¡        The Sierra Wireless Offer represents a premium of 21% compared to the price of 7.00 euros per share offered by Gemalto and a premium of 108% compared to the Company’s share price at closing on the day prior to the announcement of the Gemalto Offer (October 3, 2008).

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¡        The Sierra Wireless Offer follows a comprehensive seven-week process of searching for an alternative acquirer initiated by the M&A sub-committee and the Chief Executive Officer, during which the Company studied different potential opportunities, including a stand-alone strategy, representing a greater industrial and financial compatibility with the interests of the Company, its shareholders, its employees and its other stakeholders than the Gemalto offer.

¡        Although the Company’s Board of Directors continues to have confidence in the future of the Company, the Sierra Wireless Offer would offer immediate liquidity to the shareholders and other holders of securities in the context of a difficult financial environment and lack of visibility on the automotive and housing (alarms) markets.

¡        The Company’s founders Aram Hékimian and Michel Alard have undertaken to tender their shares, representing approximately 21.1% of the Company’s outstanding shares, in the Sierra Wireless Offer.

¡        The fairness opinion delivered by Ricol Lasteyrie & Associés, in the context of its independent assessment report regarding the Offers and the mandatory squeeze-out of non-tendering shareholders, if any, in accordance with the terms of articles 237-14 et seq. of the general regulation of the AMF, which, on the basis of the factors and assumptions stated therein, states that as of December 23, 2008, concludes that, under the present market conditions and given the more uncertain business outlook for the Company following a year of sharply falling sales and earnings,

o      the price of 8.50 euros per share that Sierra Wireless plans to offer under the Offers is fair from a financial standpoint for Wavecom’s shareholders insofar as the OCEANEs have to be redeemed at nominal value plus accrued interest in the event of a change of control (which will be the case in the event the Offer is successful, the Offer being subject to the condition that at least 50% plus one of the voting rights of the Company’s securities calculated on an undiluted basis are tendered); and

o     the price of 31.93 euros (plus accrued and unpaid interest) per OCEANE that Sierra Wireless plans to offer under this Offer is fair from a financial stand point for the Company’s OCEANE holders.

As a result, the Company’s Board of Directors unanimously determined that the proposed acquisition of the Company by Sierra Wireless is in the best interest of the Company, its shareholders, its employees, and its other stakeholders, and recommended that the owners of Securities tender their Securities in the Offers.”

During the course of its various discussions with respect to the Offers, the Company’s Board of Directors unanimously concluded that overall, the risks, uncertainties, restrictions and potentially

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negative factors associated with the Offers were outweighed by the potential benefits of the Offers. In particular, the Company’s Board of Directors identified and considered the following factors:

- The MOU precludes the Company from actively soliciting alternative acquisition proposals and limits the Company’s ability to engage in negotiations with parties that may make alternative acquisition proposals and the break-up fee that would be payable by the Company to Sierra Wireless pursuant to the MOU under certain circumstances.

- The various interests that the Company’s executive officers and directors may have with respect to the Offers, in addition to their interests as holders of the Company’s Securities, including those described in the Company’s SEC and AMF filings.

The foregoing discussion of information and factors considered and given weight by the Company’s Board of Directors is not intended to be exhaustive, but is believed to include all of the material factors considered by the Company’s Board of Directors. In view of the variety of factors considered in connection with its evaluation of the Offers, the Company’s Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. In addition, individual members of the Company’s Board of Directors may have given different weights to different factors. In arriving at their respective recommendations, the directors of the Company were aware of the interest of executive officers and directors of the Company described under Item 3 hereof.

(d)     Intent to Tender

To the best of the Company’s knowledge, after reasonable inquiry, all of the Company’s executive officers, directors, affiliates and subsidiaries currently intend, subject to the receipt of any required approvals, to tender or cause to be tendered all Shares held of record or beneficially owned by them prior to the closing of the Offers pursuant to the terms of the Offers. Some of these individuals may choose to exercise any of their BSAs, BCEs and stock options that are, or will be, exercisable prior to the expiration date of the Offers and tender the underlying Shares in the Offers. Furthermore, as described under Item 3(d)(ii) above, the Company’s founders and some of their family members have signed undertakings to tender with Sierra Wireless in which they have committed to tender all of their Shares into the Offers.

(e)     Report of Independent Financial Expert, Ricol, Lasteyrie & Associés

Prior to making its recommendation, the Company’s Board of Directors received the written report of Ricol, Lasteyrie & Associés (the “Independent Financial Expert”) in accordance with Article 261-1 et seq. of the AMF General Regulations, dated as of December 23, 2008, to the effect that, as of the date of the report and based upon and subject to the assumptions, qualifications and considerations set forth therein, in connection with the Offers as of December 23, 2008, (i) the consideration to be paid to the holders of Shares pursuant to the French Offer is fair to such holders; and (ii) the consideration to be paid to the holders of OCEANEs pursuant to the French Offer is fair to such holders, each from a financial point of view. An unofficial English translation of the full text of the written report of the Independent Financial Expert, dated December 23, 2008, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the report, is attached hereto as Exhibit 99(a)(9), and is hereby incorporated by reference.

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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 Offers.

With the exception of Ricol, Lasteryrie & Associés, who was appointed by the Company on December 1, 2008 as an independent expert pursuant to Article 261-1 et seq. of the AMF General Regulations, the Company retained the persons listed below in the context of the unsolicited hostile tender offer initiated by Gemalto on October 6, 2008. Such persons continue to assist the Company with respect to the Offers.

The Company retained Merrill Lynch Capital Markets (France) SAS (the “Advisor”) as its financial advisor in connection with the Offers 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 reasonable 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 Sierra Wireless 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 retained Brunswick Group LLP as its financial public relations advisor in connection with the Offers. Brunswick Group will receive reasonable and customary compensation for its services and, potentially, a success fee, and reimbursement of reasonable out-of-pocket expenses in connection therewith. The Company has also agreed to indemnify Brunswick Group against any liabilities relating to, or arising out of, the engagement.

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

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

The Company retained Ricol, Lasteyrie & Associés, represented by Mrs. Sonia Bonnet-Bernard, on December 1, 2008 as independent expert, pursuant to article 261-1 et seq. of the AMF General Regulations. The Company has agreed to pay customary fees to Ricol, Lasteyrie & Associés for its services and to reimburse reasonable out-of-pocket expenses in connection therewith.

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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 December 15, 2008:

Shareholder	Number of shares	Percentage of capital	Percentage of voting rights
Aram Hékimian*	1,800,381	11.37	12.22
Michel Alard*	1,538,533	9.72	10.44
Sloane Robinson**	898,654	5.68	6.10
Lansdowne Partners**	831,455	5.25	5.64
Jo Hambro Capital Management Limited**	777,487	4.91	5.28
Treasury shares***	1,091,861	6.90	0
Public	8,890,153	56.17	60.33
Total	15,828,524	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 employees.

Except as described below, no transaction in the Shares, ADSs or OCEANEs has been effected since September 1, 2008 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	€	4.9392	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	€	4.6660	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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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. Furthermore, in the context of their personal asset management, over the course of the following weeks Messrs. Michel Alard and Aram Hékimian may sell or otherwise transfer a portion of their Shares, subject to their agreement to tender signed with Sierra Wireless, as described in more detail under Item 3(d)(ii) above, in which they have committed to tender all of their Shares into the Offers, and in particular, subject to the condition that the recipients of any Shares sold or transferred shall agree to tender the Shares in the Offers.

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

Since September 1, 2008, four employees of the Company have exercised an aggregate total of 10,082 BCEs (with an exercise price of 4.19 euros per Share), resulting in an increase in the Company’s share capital by a total amount of 10,082 euros following the issuance of a total of 10,082 new Shares.

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 Offers 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. In addition, 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 Offers that relate to one or more of that matters referred to in this Item 7.

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While the Company has received indications of interest from third parties with respect to possible business combination transactions involving the Company, has had exploratory conversations regarding such transactions, and has entered into confidentiality agreements with third parties, the MOU restricts the Company’s ability to continue any such exploratory conversations or to enter into any additional confidentiality agreements with other third parties without Sierra Wireless’s consent. Accordingly, no such conversations are currently ongoing. In addition, the Company is required to provide certain notifications to Sierra Wireless of any further indications of interests or other contact with potential competing bidders pursuant to the terms of the MOU.

Item 8. Additional Information.

(a)     Board of Directors.

The Purchaser has stated in the Schedule TO that it intends to propose a Sierra Wireless-chosen slate of board members for the Company’s Board of Directors if the Offers are successful.

(b)     Regulatory Approvals.

Under the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended (the “HSR Act”), and the rules promulgated thereunder, certain acquisition transactions may not be consummated unless Premerger Notification and Report Forms have been filed with the Antitrust Division of the Department of Justice and the Federal Trade Commission (collectively, the “Antitrust Agencies”), and certain waiting period requirements have been satisfied. The purchase of the Securities pursuant to the Offers is subject to such requirements and, as such, the Offers may not be completed until the expiration of a fifteen (15) calendar day waiting period following the filing of the Premerger Notification and Report Forms by Sierra Wireless.

Sierra Wireless and the Company filed a Premerger Notification and Report Form under the HSR Act with respect to the Offers with the Antitrust Agencies on November 14, 2008. On December 12, 2008, the Antitrust Agencies granted early termination of the HSR Act waiting period with respect to the Offers.

(c)     Squeeze-Out, Delisting and Deregistration

According to the French Offer to Purchase, in the event Shares not tendered in the Offers 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 Offers, 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 Offers, implement a squeeze-out of the OCEANEs if OCEANEs not tendered in the Offers 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 Offers and a squeeze-out procedure is initiated following the expiration of the Offers, or in the event the liquidity of the Shares would be considerably reduced, the Purchase intends to put in place a liquidity

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mechanism on the basis of the price set forth in the Offers or multiples derived from such price for the benefit of the holders of Shares issuable upon exercise of outstanding BSAs, BCEs 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 Offers 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).

In case it is not able to implement a squeeze-out after the closing of the Offers, the Purchaser has stated that it reserves the right to request NYSE Euronext to delist the Shares from the Euronext Paris market. It should be noted that NYSE Euronext will only approve such a request if the liquidity of the Shares is greatly reduced following the closing of the Offers, in such a way that delisting would be in the interest of the market.

Following the closing of the Offers, depending upon the aggregate market value and the number of Securities not purchased pursuant to the Offers or any subsequent open market or privately negotiated purchases, as well as the number of public holders of Securities, the ADSs may no longer meet the quantitative requirements for continued listing on the NASDAQ Global Market and may become eligible for deregistration under the Exchange Act. The Purchaser has stated that it reserves the right to request the delisting of the Company’s ADSs from the NASDAQ Global Market, whether or not the Shares are delisted from the Euronext Paris market. If this occurs, the ADSs would no longer be quoted on the NASDAQ Global Market and the Purchaser could seek to terminate the registration of the Shares and the Company’s ADSs under the Exchange Act.

The ADSs and the underlying Shares are currently registered under the Exchange Act. After the Offers are completed, the registration of the ADSs and Shares with the SEC may be terminated by the Company upon application to the SEC if the U.S. average daily trading volume of Shares (including Shares represented by the ADSs) has been no more than 5% of the average daily trading volume of the Shares on a worldwide basis for a recent twelve-month period, or if Shares and/or ADSs are held by fewer than 300 persons resident in the United States, determined based upon a look-through analysis. Alternatively, the Company may qualify for termination of reporting duties if its securities are held by fewer than 500 persons worldwide, determined without a look-through analysis. Termination of registration of the ADSs and the underlying Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to the holders of Securities and to the SEC and would make certain provisions of the Exchange Act no longer applicable to the Company. Such provisions include the requirement to furnish an annual report on Form 20-F to the holders of Company’s equity securities and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of the Company and persons holding “restricted securities” of the Company to dispose of such securities pursuant to Rule 144 promulgated under the U.S. Securities Act of 1933, as amended, may be impaired or eliminated. If registration of ADSs and the underlying Shares under the Exchange Act were terminated, ADSs and the underlying Shares would no longer be eligible for listing on NASDAQ. Sierra Wireless and the Purchaser have stated that they reserve the right to seek to cause the Company to terminate the registration of ADSs and the underlying Shares under the Exchange Act as soon after consummation of the Offers as the requirements for termination of registration are met.

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(d)     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 Offers. While Sierra Wireless and the Company have agreed to work together to obtain any necessary consent, approval or assignments, such material contracts may not remain in full force and effect after completion of the Offers.

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 manufacturing 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 Offers 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. However, Sierra Wireless and the Company will seek to ensure that these contracts remain in full force and effect after the closing of the Offers.

The Company has a number of important long standing clients, distributors and suppliers with which it signed contracts or with which it contracts under its general sales conditions. The Company has also obtained licenses to third parties’ intellectual property rights, including some “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, while pursuant to the MOU Sierra Wireless and the Company will seek to retain all key client, distributor and supplier relationships, some of these counterparties might not wish to continue their relationships with the Company after it is acquired by the Purchaser.

(e)     Cautionary Note Regarding Forward-Looking Statements.

Certain statements in this Statement that are not based on historical facts constitute forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian and French securities laws (“forward-looking statements”). These forward-looking statements are not promises or guarantees of future performance but are only predictions that relate to future events, conditions or circumstances or future results, performance, achievements or developments and are subject to substantial known and unknown risks, assumptions, uncertainties and other factors that could cause the actual results, performance, achievements or developments in the Company’s business or in its industry to differ materially from those expressed, anticipated or implied by such forward-looking statements. These forward-looking statements appear in a number of different places in this Statement and can be identified by words such as “may”, “outlook”, “potential”, “emerging”, “believes”, “seeks”, “forecasts”, “estimates”, “goal”, “projects”, “expects”, “intends”, “believes”, “plans”, “anticipates”, “continue”,

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“growing”, “expanding” or their negatives or other comparable words. Forward-looking statements include, among other things, all statements regarding the offers for the Shares, ADS, and OCEANEs of the Company, the future of the wireless modem, machine-to-machine communications and other industries, future economic and market conditions, the promise of the Company’s strategic initiatives, the business pipeline, the likelihood of a successful completion of the Offers, the risks involved in integrating the Company with Sierra Wireless, the reaction of the Company’s employees, customers, suppliers, contracting parties and other stakeholders to events surrounding the Offers, projections and assumptions underlying its financial analysis of its value and the Offers, the future value of the Company’s tax assets, the outlook for its future operations, and other expectations, intentions and plans that are not historical fact. The risk factors and uncertainties that may affect the Company’s actual results, performance, achievements or developments are many and include, amongst others, the combined company’s ability to develop, manufacture, supply and market new products that it does not produce today that meet the needs of customers and gain commercial acceptance, its reliance on the deployment of next generation networks by major wireless operators, the continuous commitment of its customers, and increased competition. These risk factors and others are discussed in Sierra Wireless’ and Wavecom’s respective filings and reports, which may be found on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, on the AMF’s website at www.amf-france.org, and in each of their other respective regulatory filings with the Securities and Exchange Commission in the United States, the Provincial Securities Commissions in Canada and the Autorité des marchés financiers in France. Many of these factors and uncertainties are beyond the Company’s control. Consequently, all forward-looking statements in this Statement are qualified by this cautionary statement and are made only as of the date they are made. Forward-looking statements are based on management’s current plans, estimates, projections, beliefs and opinions and the Company does not undertake any obligation to update forward-looking statements should the assumptions related to these plans, estimates, projections, beliefs and opinions change, except as required by law.

(f)     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 Statement, 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 Statement, except for any information superseded by information contained directly in this Statement.

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Item 9. Exhibits.

The following Exhibits have been filed with this Statement:

Exhibit Number	Description
99(a)(1)*	Joint press release issued by the Company and Sierra Wireless on December 2, 2008 entitled “Sierra Wireless Agrees to Acquire Wavecom in Friendly Deal” (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on December 2, 2008)
99(a)(2)*	Investor Presentation, dated December 2, 2008, entitled “Sierra Wireless and Wavecom Creating a Global Leader in Wireless Data” (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on December 2, 2008)
99(a)(3)*	Transcript of investors and analysts conference call held on December 2, 2008 at 10:30 a.m. (Paris Time) (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on December 3, 2008)
99(a)(4)*	Transcript of investors and analysts conference call held on December 2, 2008 at 8:00 a.m. (Eastern Standard Time) (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on December 3, 2008)
99(a)(5)*	Letter to Customers, Partners and Suppliers, dated December 5, 2008 (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on December 5, 2008)
99(a)(6)*	Article included in the Company’s internal employee newsletter, dated December 10, 2008 (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on December 10, 2008)
99(a)(7)*	Unofficial English translation of the Company’s Draft Reply Document (Projet de Note d’Information en Réponse) (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on December 24, 2008)
99(a)(8)*	Unofficial English translation of the Company’s Reply Document (incorporated by reference to the Company’s Schedule 14D-9 filed with the SEC on January 7, 2009)
99(a)(9)	Unofficial English translation of Independent Expert’s Report, dated January 6, 2009
99(a)(10)	Unofficial English translation of the Company’s Legal, Financial and Accounting Information Document (Autres Informations) as filed with the AMF on January 7, 2009 and released on January 8, 2009
99(e)(1)	Memorandum of Understanding, dated December 1, 2008, by and between the Company and Sierra Wireless
99(e)(2)	Undertaking to Tender, dated December 1, 2008, by and among Michel Alard, Jean-Francois Alard, Laurene Alard and Sierra Wireless France S.A.S.
99(e)(3)	Undertaking to Tender, dated December 1, 2008, by and among Aram Hékimian, Marie-Helene Hékimian, Benjamin Hékimian, Raphael Hékimian, and Sierra Wireless France S.A.S.
99(e)(4)	Confidentiality Agreement, dated October 24, 2008, by and between the Company and Sierra Wireless
99(e)(5)	Form of the Company’s Subscription and Purchase Stock Option Plan
99(e)(6)	Form of the Company’s Plan for Free Shares

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Exhibit Number	Description
99(e)(7)	Form of Founder’s Warrants (“BCE”)
99(e)(8)	Form of Terms Relating to the Warrants (“BSA”) awarded to the Company’s Independent Directors
99(e)(9)	Service Agreement between the Company and Ronald D. Black
99(e)(10)	Amendment No. 1 to the Service Agreement between the Company and Ronald D. Black, effective January 1, 2006
99(e)(11)	Extract of Minutes of the Meetings of the Board of Directors of January 19, 2005 and of May 17, 2006 (unofficial English translation)
99(e)(12)	Extract of Minutes of the Meeting of the Board of Directors of June 17, 2008 (unofficial English translation)
99(e)(13)	Extract of Minutes of the Meeting of the Board of Directors of November 17, 2008 (unofficial English translation)

*Previously filed.

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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: January 8, 2009

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

EX-99.A.9

Exhibit 99(a)(9)

TENDER OFFER

FOR WAVECOM SHARES AND OCEANES

BY SIERRA WIRELESS FRANCE SAS

AN INDIRECT SUBSIDIARY OF SIERRA WIRELESS, INC

INDEPENDENT EXPERT’S REPORT

Original text in French

English translation for information purposes only

Tender offer for Wavecom shares and OCEANEs

Independent Expert’s Report

INDEPENDENT EXPERT’S REPORT

RE: TENDER OFFER FOR WAVECOM SHARES AND OCEANES

BY SIERRA WIRELESS FRANCE SAS

AN INDIRECT SUBSIDIARY OF SIERRA WIRELESS, INC

Pursuant to the tender offer (hereinafter “the Offer”) made by Sierra Wireless France SAS (hereinafter “Sierra Wireless” or “the Acquirer”), an indirect subsidiary of the Canadian company Sierra Wireless, Inc, for the shares and bonds convertible into new shares (“OCEANEs”) of Wavecom (hereinafter “the Company” or “Wavecom”), we were appointed as independent expert by the Company’s Board of Directors on December 1, 2008 to assess the fairness of the financial terms offered to Wavecom shareholders and OCEANE holders.

Our appointment was made in accordance with article 261-1 I of the General Regulation of the French Financial Markets Authority (AMF), in view of potential conflicts of interest within the Board of Directors that could affect the objectivity of the Board of Directors’ recommendation. We were also asked to provide an opinion on the indemnification of shareholders and holders of OCEANEs in the event of a squeeze-out.

The price offered to Wavecom shareholders and bondholders is €8.50 per share (with coupon) and €31.93 plus accrued and unpaid interest per OCEANE.

We performed due diligence in accordance with the provisions of article 262-1 of the AMF’s General Regulation and its implementation regulation no. 2006-08 of July 25, 2006 regarding independent appraisals (which are supplemented by the AMF’s recommendations of September 28, 2006, amended October 19, 2006). The details of this due diligence are presented in chapter 3 and Appendix 5 below.

To fulfill our fairness mission, we relied on the documents and information provided by the Company and its advisors, without being responsible for their accuracy. In accordance with generally accepted practices, we did not attempt to verify the accuracy of historical data and future estimates used, and limited ourselves to verifying their reasonable nature and consistency.

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1. Description of the transaction

1.1 Companies involved in the transaction

1.1.1 Description of the Acquirer

Sierra Wireless, Inc is a company incorporated under Canadian law with its registered office at Suite 2600 Three Bental Centre, 595 Burrard Street, P.O. Box 49314, Vancouver, British Columbia, V7XIL3, Canada. It has a share capital of USD 324,406,000, divided into 31,031,954 fully paid up shares admitted for trading on the Toronto Stock Exchange in Canada and on Nasdaq in the United States.

The Acquirer, Sierra Wireless France SAS, an indirectly held wholly-owned subsidiary of Sierra Wireless, Inc, is a French limited liability company (Société par Actions Simplifiée) registered at the Paris company registry under number 509 232 146, having its registered office at 1 Rue Favart, 75 002 Paris.

Sierra Wireless is specialized in wireless connectivity and supplies new generation wireless modem solutions to the mobile telecommunications and Machine-to-Machine (M2M) sectors. In 2007, it generated sales of USD 440 million.

1.1.2 Description of the Company

Wavecom is a limited liability company (société anonyme) incorporated in 1993 with a share capital of €15,820,442, listed at the Nanterre company registry under number 391 838 042, having its registered office at 3, Esplanade du Foncet, 92442 Issy-les-Moulineaux, Hauts de Seine, France.

The Company’s share capital is owned as follows at September 30, 2008¹: 10.45% by the Alard family (Michel Alard is Chairman of the Board of Directors), 12.22% by the Hékimian family, 5.28% by Jo Hambro Capital, 5.65% by Lansdowne Partners, 6.10% by Sloane Robinson, with the free float making up the balance.

Wavecom shares have been listed on Eurolist Compartment B of NYSE-Euronext since June 14, 1999. In the United States, Wavecom shares have been traded on Nasdaq in the form of American Depositary Shares (ADS) since June 9, 1999.

The OCEANE are traded on Euronext Paris’s Eurolist market.

Activity

Wavecom is a technology firm that develops and markets embedded wireless solutions for industrial applications (Machine-to-Machine-M2M).

¹ Percentage of voting rights on an undiluted basis

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M2M applications use mobile and computing technology to communicate between machines without human intervention. These applications can be embedded in a large number of machines and devices, enabling them to transmit and receive voice and data through wireless network operators. The wireless solutions are sold in the form of central processing units.

The M2M market is rapidly expanding. ABI Research, an independent market research firm, expects the market to grow by an average of almost 30% a year from 2007 to 2010.

The Company targets six main product applications in vertical markets:

- Automotive applications

- Automated meters (electricity, fuel, water)

- Security and alarm systems

- Wireless applications

- Vendor and payment terminals

- Control and surveillance

Quantitative data

2007 sales came to €202.3 million compared with €188.8 million in 2006. The Company generates 44.6% of its sales in Europe, 34.8% in the Americas, 15.8% in Asia and 4.8% in the rest of the world.

The ten largest customers account for around 50% of total sales.

2008 has been a particularly difficult year. Sales for the first three quarters came to €101.9 million, 35% lower than the same period the previous year. Although the gross margin has continued to grow (to more than 50%), the operating margin in US GAAP—which had reached a record 6.7% in 2007—decreased sharply in 2008 (a negative margin of 8.8%). Given this difficult backdrop, visibility is limited, making forecasts difficult to establish. The Company nonetheless expects to return to growth in 2009 with the launch of its Box activity (sub-systems that can be embedded directly).

Recent events

On February 1, 2008 Wavecom announced that it had finalized the acquisition of Anyware Technologies, a Toulouse-based company reputed for its open source technology and which markets advanced software solutions for optimizing business processes. Wavecom paid €11.4 million (before potential earn-outs) for Anyware Technologies, which had generated sales of €5 million in 2007.

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1.2 Context and terms of the Offer for Wavecom shares

Context

For several years, Wavecom has been examining the various strategic opportunities available to it. To this end, the Company entered into discussions with several financial and industrial investors with a view to a strategic transaction.

In 2008, contacts between Sierra Wireless, one of the leading companies in providing wireless modem solutions to the mobile telecommunications sector in the North American market, and Wavecom took place starting in February. These talks ended in August 2008 because of differences between the two parties regarding the financial terms and conditions of such a deal.

On October 6, 2008, Gemalto announced that it had filed a tender offer for Wavecom at a price of €7 per share and €20 per OCEANE (subsequently raised to €31.30 plus accrued interest).

On the basis that Gemalto’s offer was not in the best interests of the Company nor its shareholders and employees, the Board of Directors advised shareholders not to tender their shares to the offer and asked its Strategic Committee to examine other options that would make better business and financial sense than Gemalto’s offer. Accordingly, an invitation to tender procedure was initiated by the Strategic Committee with the help of Merrill Lynch, appointed at the end of October to look for a “white knight”.

Around thirty companies were contacted. Four of them issued letters of indication of interest and contacted the Company’s management. At the end of this procedure, Sierra Wireless made an offer to acquire Wavecom’s shares for €8.50 each, i.e. around 21% more than Gemalto’s offer. A Memorandum of Understanding (“MoU”) was signed between Sierra Wireless and Wavecom on December 1, 2008.

Memorandum of Understanding (MoU)

In a joint press release issued on December 2, 2008, Sierra Wireless and Wavecom announced they had concluded a MoU pursuant to which Sierra Wireless would file two tender offers, one in France for Wavecom shares (shares and OCEANE convertible bonds) and one in the United States for the shares and OCEANEs held by American holders and ADS issued by Wavecom.

Under the MoU signed on December 1, 2008, Wavecom undertakes to support the deal and agrees to non-solicitation and the right to match proposals. The MoU also provides for payment to Sierra Wireless of a break fee of €3.27 million in certain circumstances described in the draft information memorandum.

The offers are subject to the condition that at least 50% plus one of all voting rights of Wavecom securities are tendered.

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In France, the Offer was filed with the AMF on December 2, 2008. This draft Offer is a competing offer to the €7 per share and €31.30 per OCEANE offer filed by Gemalto SA on October 6, 2008.

Under the terms of the draft information memorandum, the Acquirer proposes to make an irrevocable offer for all the securities issued by the Company, i.e.:

- all the Company’s outstanding or authorized shares, i.e. a maximum of 18,768,903 shares (excluding the 1,091,861 treasury shares which the Company has undertaken not to tender to the Offer),

- all the OCEANE convertible bonds issued by the Company, i.e. a maximum of 2,571,884 bonds.

The terms of the Offer are:

- €8.50 per share (with coupon);

- €31.93 per OCEANE plus accrued and unpaid interest.

Undertaking to tender shares

Wavecom’s founders, Messrs Alard and Hékimian, respectively Chairman and Director of the Company, signed the memorandums of agreement on the same date, undertaking to tender all their shares in the Company to the Offer, respectively around 9.7% and 11.4% of the capital, based on a price of €8.50 per share.

These memorandums provide for expiry of these undertakings in the event of a rival offer filed by a third party and approved by the AMF, and in the event that Sierra Wireless does not file a higher offer. If the two founder-shareholders were to tender their shares to a rival offer filed by a third party, they would each have to pay Sierra Wireless compensation corresponding to 35% of the difference between the price received and €8.50.

Potential synergies

The Information Memorandum mentions the substantial potential synergies that would be created by the deal (§ 1.2.3 (v)) “The combined company would leverage complementary geographic channels to drive revenue growth and cost savings would result from the rationalization of geographic footprint overlap and more cost-efficient geographic expansion and deployments. The combination would also mitigate Sierra Wireless’ customer concentration. The increased customer coverage would allow for significant cross-selling of products, and manufacturing scale would provide for the opportunity to drive lower product costs to increase market share. The combined entity would be able to take advantage of the large and growing M2M market, and leverage Wavecom’s capabilities, market position, and growth prospects in the M2M space.”

Sierra Wireless has informed us in writing that it is not in a position to quantify the potential synergies.

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2. Statement of independence and impartiality

2.1 Summary of previous assignments with persons involved in the transactions and their advisors

We have not performed any services for the Company or the Acquirer or for any person or entity controlled by either company within the meaning of Article 233-3 of the French commercial code in the last two years.

Ricol, Lasteyrie & Associés has no legal or financial relationship with the companies involved in the tender offer or with their advisors and has no financial interests in the outcome of the Offer or any receivables or liabilities on either of the companies involved in the Offer or any person or entity controlled by these companies within the meaning of Article 233-3 of the French commercial code.

In accordance with AMF recommendations concerning relations with the banks advising the Acquirer or the Company, we specify that, over the last two years:

- in December 2007 we acted as Independent Expert in the context of the simplified cash offer (OPAS) made by BT Group Plc for Net2S, in which Lazard bank acted as the presenting bank;

- in April 2008 we acted as Independent Expert in the context of the tender offer (OPA) made by SNCF Participations for Geodis, in which Lazard bank acted as advising bank for the target company.

We consider that, in addition to the missions referred to above, the fairness mission entrusted to us by Wavecom does not constitute repeated involvement with the said institution, within the meaning of Article 261-4 I of the AMF’s General Regulation.

2.2 Attestation

The firm of Ricol, Lasteyrie & Associés attests to the absence of any past, present or future ties known to it with the persons involved in the draft Offer or their advisors that might affect the independence and impartiality of its opinion in the context of the current expertise.

3. Due diligence

Our due diligence consisted primarily of assessing the context of the transaction and adopting a multi-criteria valuation approach for Wavecom.

We spoke on various occasions with the Company’s management, Strategic Committee and advisors to gain an understanding of the background to the Offer as well as of the possibilities open to the Company in terms of its future development or takeover by a

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potential buyer, and understand the resulting business prospects and financial projections.

The management described the discussions held, notably since the beginning of the year, with various players in the sector, and the advising bank described the procedure implemented following the offer filed by Gemalto to find alternative solutions with a stronger industrial and financial commonality than that offered by Gemalto. These background elements are described in paragraph 1.2 above. We found that the Offer came after seven weeks of intensive efforts to seek alternative solutions, initiated by the Strategic Committee and coordinated by Wavecom’s advising bank, during which time the Company examined all possible scenarios.

We took into account all financial information (financial statements and reports, press releases, etc.) published by the Company for the fiscal year ended December 31, 2007 and for the nine months ended September 30, 2008.

Concurrently with the defense against Gemalto’s offer, the Company established a business plan as from mid-November. The Company provided us with a business plan for the period from 2009 to 2011, which we examined in depth with the Chief Executive Officer and the Chief Financial Officer; we subsequently extrapolated it to the end of 2018, on the basis of discussions with the two executives referred to above.

For the comparable and market valuation approaches, we carried out a detailed review of publicly available information in our database about the Company, its peers and comparable transactions.

We performed due diligence on the legal documentation provided to us, for the strict and sole purpose of gathering information related to our assignment. In this context, we were informed of the MoU between the parties and the various agreements between the Acquirer and the main shareholders described in paragraph 1.2.

We noted that the MoU provides for:

- A liquidity mechanism for stock options, free shares and founders’ warrants that cannot be tendered to the Offer due to tax constraints. This liquidity mechanism had not been definitively established at the date of this report. The Acquirer nonetheless confirmed that it would be extended on the basis of the Offer price or multiples derived by such Offer price;

- The Acquirer’s agreement for the Company’s commitments to its Chief Executive Officer as set out in the first resolution scheduled for submission to the General Meeting of Shareholders on December 8, 2008, which has since been adjourned.

We have no particular comment to make on the undertakings to tender signed by Wavecom’s founders Messrs Alard and Hékimian (respectively Chairman and Director of the Company) and their families. By undertaking to tender their Wavecom shares to the Offer the two main shareholders, who in their respective capacities as Chairman and Director have extensive information about the Company and its prospects, recognize the financial interest of this Offer.

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Lastly, we took note of the valuation work performed by Lazard, presenting bank for the Offer, as described in the offer price assessment report dated December 1, 2008 and summarized in the Acquirer’s draft information memorandum. We have, in that context, met with Lazard’s representatives.

A detailed presentation of our due diligence is provided in Appendix 5.

4. Wavecom valuation

In accordance with the provisions of article 262-1 of the AMF’s General Regulation, we carried out our own valuation of the Company’s shares.

Our valuation of Wavecom concerns the Company at its present scope: we did not take into account either the costs of the transaction or any possible synergies that could be achieved following its acquisition by Sierra Wireless. Neither did we take into account the value of possible future acquisitions.

We rejected the following valuation methods:

- Net book value method;

- Revalued net asset value method;

- Dividend yield method;

- Comparable transactions method;

We used the following methods to value the Company:

- Primary method: listed market price and discounted cash flow (“DCF”) method;

- Secondary reference method: peer comparison.

In our analysis we also took into account the undertakings to tender shares signed by the Company’s two main shareholders and founders.

4.1 Rejected valuation methods

Our work led us to reject the following methods:

4.1.1 Net book value method

This method did not strike us as relevant, since the intangible value of Wavecom’s activities is not reflected in the Company’s balance sheet or in the consolidated balance sheets.

At September 30, 2008, the consolidated net book value was €85.33 million for 14.73 million shares outstanding², resulting in a value per share of €5.79.

² 15,820,442 shares outstanding on September 30, 2008 minus 1,091,861 treasury shares

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4.1.2 Revalued net asset value method

The revalued net asset value method consists in valuing a company’s equity on the basis of the market value of its assets and liabilities.

This method is not appropriate given the absence of property and financial assets to be revalued.

The value of its business goodwill and technology is more accurately appraised by discounting cash flows, one of the methods we used.

4.1.3 Dividend yield method

The dividend yield valuation method assumes that a company’s value can be determined by discounting the value of future dividends. This method is appropriate for companies that pay dividends on a regular basis.

The method was not appropriate in this case as Wavecom has never paid any dividends in cash.

4.1.4 Comparable transactions method

The comparable transactions method is based on an analysis of the multiples applied for acquisitions of companies operating in the same sector as the company being valued. This approach is limited by the difficulty of obtaining full information on the target companies and the terms and conditions of the deals.

In March 2008, Siemens AG sold its wireless modules business (since renamed Cinterion) to a consortium of investors (Joint Operations for Mobile Applications or JOMA). This recent deal is highly comparable in terms of the sector, since Cinterion is Wavecom’s main competitor. However, the amount of the deal has not been disclosed, and we have been unable to determine any reliable implied multiples.

We did not use this approach, since there have been no recent transactions involving companies sufficiently similar to Wavecom for which we have the necessary information.

4.2 Primary valuation methods used

To value Wavecom, we opted for the following primary valuation methods:

- Listed market price method;

- Discounted cash flow method (DCF).

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The peer comparison method was used as a secondary reference method (see § 4.3 below).

We applied these methods based on the following:

Accounting standards

Given its listing on both the French and US stock markets, Wavecom prepares two sets of financial statements, one under IFRS and the other under US GAAP.

The main differences between these two sets of financial standards relate to the posting of research and development expenses and the recognition in shareholders’ equity of a portion of convertible bonds (OCEANE), under IFRS.

For the historical data, we used the US GAAP financial statements as these were available for the period ended September 30, 2008.

Number of shares

Our calculations are based on the number of shares outstanding after adding the shares to exist after exercise of in-the-money stock options, after deducting the number of treasury shares. The number of diluted shares is determined using the full dilution method after taking into account cash from options exercised. The subscription price of shares resulting from the exercise of stock options was added to the Company’s cash.

The number of shares thus calculated was 15,822,620.

Reconciliation of enterprise value and equity value

Reconciliation of the enterprise value and the equity value resulted in a positive adjustment of €70.2 million (net cash), comprising the following:

- Cash (and cash equivalents) estimated at €125.5 million at September 30, 2008;

- plus the value of Anyware, at its purchase price, i.e. €11.4 million;

- plus €15.4 million in discounted tax losses brought forward;

- plus €2.7 million corresponding to research tax credits at September 30, 2008;

- plus €4.1 million in cash proceeding from exercise of dilutive instruments;

- minus €6.5 million corresponding to estimated consumption of cash in the fourth quarter of 2008;

- minus €81.6 million, corresponding to the debt linked to the OCEANE bonds issued in July 2007 plus accrued interest;

- minus €0.9 million corresponding to other debts (finance leases and provisions payable).

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The shares in Anyware Technologies acquired in February 2008 have been valued at purchase price as no gain or loss could be identified on this shareholding at the end of 2008, a DCF analysis having backed up the acquisition price. In contrast, the aggregates used for the valuation relate solely to Wavecom’s business, excluding Anyware Technologies.

The debt linked to the OCEANE bond has been retained for its US GAAP book value, although its market value is lower. Indeed, the issue contract of July 2007 provides for redemption at nominal value plus accrued interest in case of a change of control; the Offer being subject to the condition that at least 50% plus one of all existing voting rights of Wavecom securities are tendered, the non tendered OCEANEs will be redeemed by the Company at nominal value plus accrued interest in the event the Offer is successful.

4.2.1 Market price method

Wavecom’s shares were first listed on the Nouveau Marché of the Paris Stock Exchange on June 14, 1999 at €13.50 per share. They are currently listed on the Eurolist Compartment B of NYSE Euronext Paris and are included in the CAC IT index. In addition, ADS representing Wavecom shares have been listed on Nasdaq’s Global Market since June 9, 1999.

At September 30, 2008³, the free float was estimated at around 72%. The Company’s founders-shareholders, Aram Hékimian and Michel Alard, own respectively 11.38% and 9.72%⁴ of the capital. Treasury shares account for the balance (6.9%).

We believe the stock market price is a relevant criterion for assessing the Offer, given that:

- the share is traded regularly. The annual trading volume was 17,892 thousand shares on October 3, 2008, the last trading day before Gemalto’s offer was filed. Relative to the number of shares outstanding, the share turnover rate is 113% of the capital and 157% of the free float;

- the free float is substantial (72% of the capital);

- the share is followed regularly by three analysts⁵, and from time to time by two other analysts.

The charts below⁶ show Wavecom’s share price performance:

- since the initial public offering, compared with a benchmark index (CAC IT index) over the same period;

- over one year, from December 17, 2007 to December 15, 2008.

³ Source: Legal, financial and accounting information

⁴ Percentage of capital on an undiluted basis

⁵ Natixis, Fortis, Exane BNP Paribas

⁶ Source Datastream

Ricol, Lasteyrie & Associés page 11

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Wavecom: share price performance versus CAC IT index since its initial public

offering on the Nouveau Marché

Wavecom: share price performance over one year to December 15, 2008

Wavecom shares rose very sharply in the period immediately following its initial public offering, in line with the general trend in the technology sector (see CAC IT index), reaching its highest point (€166.9) in June 2000.

The bursting of the Internet bubble brought the share price down to €20 at the beginning of 2001 in a difficult economic environment (slowing growth, resulting in a more uncertain outlook for its customers, etc.), subsequently aggravated by the events of September 11, 2001.

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In 2001 and 2002, the share traded in a range of €20 to €40 according to business reports and order book levels.

In December 2002, the share price once again entered a downward phase, dropping sharply from €30.6 to €14.5 (close to the initial offering price) due to order cancellations by one of its largest customers and the suspension of deliveries to a South Korean customer.

From January 2003 to December 2006, the share remained relatively volatile, ranging from a low of €2.42 in August 2004 to a high of €13 in December 2005.

Good results pushed the share price up again at the beginning of 2007. But from the summer of 2007, Wavecom began to feel the impact of the subprime crisis, showing a fall in both sales and order intake with the share price down from €28 to around €12 at the end of the year.

2008 has been a disappointing year in terms of sales and margin; the share price fell steadily until Gemalto’s offer was announced on October 6, 2008. Since then, it has been boosted by the offers made or announced.

The market price has not reached the Offer price of €8.50 since February 26, 2008.

Our share price analysis was carried out on October 3, 2008, the last trading day before Gemalto’s draft tender offer was filed:

	Wavecom share price
Period	in €	Premium
October 3, 2008
Spot	4.08	108.33	%
1-month weighted average	4.39	93.74	%
3-month weighted average	4.66	82.35	%
6-month weighted average	5.52	53.87	%
12-month weighted average	8.99	-5.44	%
12-month high	19.51	-56.43	%
12-month low	3.90	117.95	%
Source	Datastream

The Offer price represents a premium of 108.3% to the spot price on October 3, 2008 and a discount/premium interval of between -5.4% and +93.7% relative to the weighted average market price over different periods.

Between the date Gemalto’s offer was filed (October 6, 2008) and the date Sierra Wireless’s competing offer was announced (December 2, 2008), 4,428 thousand shares were traded, corresponding to 39% of the free float in approximately two months at an average weighted price of €6.54 per share (unweighted average of €6.44).

We note that at the close of the first trading day after the competing offer was announced, the share price had risen 20% to €8.2, coming closer to the Offer price.

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From the date the competing Offer was announced on December 2, 2008 to December 15, 2008, more than 34.7% of the free float changed hands at a weighted average price of €8.11 per share. At no time during this period did the share price rise above the Offer price of €8.50.

Analysts’ target prices

We examined target prices in the recent analysts’ reports we have received.

These show target prices of:

- between €4.5 and €6.0⁷ before Gemalto’s offer was announced (and after release of Q2 2008 results);

- between €4.6 and €5.0⁸ since Gemalto’s offer was announced.

4.2.2 Discounted cash flow (DCF) method

This method consists of determining the intrinsic value of a company by assessing the present value of budgeted cash flows using a rate that reflects the market cost of capital with respect to the company, taking into account an exit value at the end of the period covered by the budget.

Our valuation work was based on the revised 2008 budget and the 2009-2011 business plan provided by Wavecom’s management.

Management’s business plan was reviewed and approved by the Strategic Committee on December 15, 2008. We extrapolated this plan over seven additional years to bring it up to ten years, so as to avoid a sudden halt in business growth.

4.2.2.1 Assumptions used for the Business Plan

2009-2011e budget

The figures retained for the 2009-2011 budget period are those of the business plan established by Wavecom’s management in November 2008 and approved by the Strategic Committee on December 15, 2008.

Sales

Wavecom’s business has felt the full impact of the economic crisis in 2008 due to its significant presence in the automotive market, whose short-term outlook is not encouraging, and in the alarm systems market, which has been hurt by the downturn in real estate markets, notably in the United States.

⁷ Natixis (July 24, 2008), Fortis (July 24, 2008), Chevreux (July 25, 2008), Jefferies (July 23, 2008)

⁸ Natixis (November 19, 2008), Fortis (October 22, 2008)

Ricol, Lasteyrie & Associés page 14

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Over the longer term, however, M2M is a very promising market that is expected to grow in volume (according to the ABI report referred to earlier) at a rate of around 30% per year. The Company is also planning to develop a new activity in “Box” sub-systems, which will make a smaller contribution in terms of margin but will boost sales growth.

The average annual sales growth rate forecast for 2008-2011 is 15.7% after a drop in revenue in 2008 of about 36% relative to 2007 (in line with the fall recorded over the first three quarters). This average growth rate takes into account the outlook for growth in volume in the M2M market, price tensions, the launch of the “Box” activity and a euro/dollar exchange rate (around €1.30) that is more favorable to Wavecom than that in the first half of 2008.

We retained a decline in the gross margin over the period, given a less favorable product mix following the launch of the Box at the beginning of 2009. Operating profit is nonetheless expected to grow due to the implementation in 2009 of the cost reduction plan announced with the third quarter 2008 results. This plan is designed to adapt Wavecom’s operating costs to its activity under present economic conditions; it is expected to produce part of its effect in 2009 and the full effect in 2010.

We did not modify the company’s projections over the specified budget period.

Capital expenditure

Since research and development (R&D) expenses are charged to operating income, capital expenditure is relatively low and mainly concerns the equipment necessary for R&D, licence purchases and some specific investments for factories (which are held by subcontractors). We have assumed annual capital expenditure of around €5 million, in line with the historical data.

Working capital requirements (WCR)

In recent years, the business generated an excess working capital.

However, change in WCR is not significant in the Company’s business. We thus estimated the change in WCR at 0 over the period.

Extrapolation over the period from 2012 to 2018

After in-depth discussions with the Company’s management, we extrapolated the business plan over an additional seven years, factoring in a linear decline in sales growth as from 2012 to reach a growth rate of 2% in 2018.

This linear approach gave us an annual growth rate of around 5% over the extrapolation period and of nearly 8% over the ten-year period (2009-2018), which seems consistent with Wavecom’s position in the M2M market.

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We retained a gross margin of around 38%, consistent with the new product mix, over the entire extrapolation period.

Given the company’s cost structure, mainly fixed costs, we assumed that the operating margin⁹ would grow over the period to around 7%, which we consider to be sustainable over the long-term.

With regard to capital expenditure, we retained a growth rate similar to the inflation rate and a depreciation allocation rate in line with capital expenditure over the period.

Final year

We determined a final year by applying a growth rate of 2% to 2018 estimated sales.

We retained an EBITDA margin of 7%, in line with the forecast rate at the end of the business plan. This seems a normative level, given Wavecom’s track record and its position in the M2M sector. Note that a normative margin is not a maximum margin level. It is the margin level that is considered to be sustainable over the long term.

Capital expenditure was assumed to be equal to depreciation allocations.

4.2.2.2 Valuation approach

Weighted average cost of capital

We estimated the weighted average cost of capital on the following basis:

- A debt-free financing structure, given that the financial structures of peers generally show a positive cash position;

- Beta of 1.24 based on the average betas of our sample of comparable listed companies (see 4.3) and of Wavecom (source: Datastream);

- A risk premium of 7.62% (Associés en Finance average from June to November 2008);

- A risk-free rate of 3.58% (Associés en Finance, average from June to November 2008), calculated as the difference between expected returns¹⁰ and the risk premium given above.

Based on the above, we obtained a discount rate of 13%.

Cash flows were discounted from January 1, 2009 and at mid-year.

⁹ EBIT before stock options expense and amortisation of intangible assets/Sales

¹⁰ E(Rm) according to Associés en Finance data

Ricol, Lasteyrie & Associés page 16

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Growth to infinity

We used a rate of 2%, which is consistent with the European Central Bank’s medium-term target inflation rate for the euro zone.

Valuation calculations

Based on these factors, we obtained the following per-share valuations:

	in €	Growth rate
		1.5%	2.0%	2.5%
	12.50%	8.35	8.62	8.91
	12.75%	8.20	8.46	8.74
	13.00%	8.07	8.32	8.58
	13.25%	7.93	8.17	8.42
	13.50%	7.81	8.04	8.28

The terminal value represents 42% of Wavecom’s enterprise value and 28% of its equity value.

Based on this method, the value of a Wavecom share ranges between €7.93 and €8.74, with an average value of €8.32 per share.

The Offer price represents a 7.1% premium on the low end and a 2.7% discount on the high end of the price range obtained using the discounted cash flow method.

4.3 Methods used for secondary reference purposes: peer comparison method

Under the peer comparison method, a company is valued by applying the multiples observed for other listed companies in the same sector to results deemed relevant.

Listed companies can be used as peers when they have real similarities with the analyzed company in terms of:

- business activity (products, customer base, geographic sector);

- size (sales or market capitalization, invested capital, market share);

- margins and margin structure; and

- sales and earnings outlook.

In the present case, there is no company that is a true Wavecom peer. The most similar companies are not listed: Cinterion, Siemens’s wireless modules division, sold in 2008 (see 4.14 Comparable transactions) and, to a lesser extent, Simcom (owned by Sim Technologie and operating in the Chinese market) and Enfora (operating in the North American market).

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Although there are significant differences in terms of markets, geographic sectors and growth, four companies in the M2M wireless communications sector can be compared with Wavecom. Our peer group therefore includes Telit, which competed with Wavecom in the European M2M market and in the United States, and Sierra Wireless, with particularly strong presence in North America. We also included two companies that have no strong presence in the M2M market, but whose business models are very similar to that of Wavecom: Novatel Wireless (United States) and Option (Belgium).

Given the differences between Wavecom and the companies in the peer group, we have only used this method as a secondary approach.

The sector’s very mediocre stock market performance in recent months means that the enterprise value of Novatel Wireless and Sierra Wireless is very low or close to zero, and did not allow the calculation of reliable multiples. The final peer group therefore consists of Telit and Option.

Application of the method

Peer group sales, growth and EBITDA and EBIT margins are shown in the table below:

Company (m€)	MV	EV	Sale 2007	2007-09e		%EBITDA / Sales						%EBIT / Sales
				Sales gr.		2007		2008		2009		2007		2008		2009
Telit Comms	14	24	52	55.8	%	2.7	%	5.3	%	9.9	%	-1.7	%	n/a		n/a
Option NV	102	58	302	-0.7	%	7.4	%	4.5	%	7.2	%	0.8	%	-2.0	%	1.4	%
Average				27.6	%

Enterprise value (EV) is based on market capitalization plus net debt plus minority interests after deduction of financial assets and losses carried forward, recorded under assets.

For market capitalization, we used the average price over three months weighted by trading volumes at December 15, 2008 instead of the spot price, in order to offset some of the present volatility in the financial markets.

For the purpose of this valuation, we gave priority to the EV/sales multiple, since the other multiples usually used were not very relevant given Wavecom’s low profitability in the short term. This sales multiple, although not very precise, has the advantage of not introducing any distortion arising from the accounting standards applied.

The following table summarizes the average reference multiples:

Company	EV / Sales
	2008		2009	2010
Telit Comms	0.33	x	0.24x	na
Option NV	0.21	x	0.19x	0.18
Average	0.27		0.22x	0.18x

Ricol, Lasteyrie & Associés page 18

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Values obtained using the stock market comparison method

By applying the sales multiples shown above we obtained an equity valuation of between €101.3 million and €105.2 million corresponding to a share price of between €6.40 and €6.65.

Based on the peer group’s market capitalizations (3-month weighted average) at December 15, 2008, the Offer price corresponds to a premium of between 27.8% and 32.8% on the price range obtained using this method.

For information, the following share values were obtained:

- between €5.41 and €5.93 per share using the spot capitalization at December 15, 2008 to value the peers;

- between €5.79 and €6.19 per share using the 1-month weighted average on December 15, 2008 to value the peers;

- between €7.09 and €7.42 per share using the 6-month weighted average on December 15, 2008 to value the peers.

5. Valuation of OCEANEs issued by Wavecom

The price of €31.93 plus accrued and unpaid interest offered for each convertible bond corresponds to the expected redemption price as defined in the issue contract, i.e. €31.30, increased by 2% in accordance with Article 232.7 of the AMF’s General Regulation.

With regard to the valuation of the OCEANE, we have rejected the following methods:

- Conversion value

- Market price

We chose the following methods:

- Theoretical value

- Early redemption price

- Yield to maturity

5.1 Rejected methods

5.1.1 Conversion value

This method, which consists of determining the implied value of the OCEANEs based on the conversion rate and the Offer price, is not appropriate. Conversion seems highly unlikely given the very substantial difference between the redemption value of the bonds (€31.3) and the Offer price per share (€8.5).

For information purposes, this method would value the OCEANE at €8.50 each.

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5.1.2 Market price

Wavecom’s OCEANEs have been traded on Euronext Paris’s Eurolist market since July 13, 2007 (ISIN code FR0010497131).

We note that prior to Gemalto’s offer, the liquidity of these bonds was low with 171,676 bonds traded since the issue date, corresponding to 6.7% of the total number of bonds, over a period of 16 months. Under these circumstances and given the bond’s low liquidity, the market price is provided solely by way of information.

Between the issue date and October 3, 2008, the price fell from €34.0 to €16.8, with an average price of €23.3 (source Datastream).

Since the announcement of Gemalto’s offer until the announcement of Sierra Wireless’ Offer, 66,881 bonds were traded over a 46 day period at a weighted average price of €23.54.

On December 2, 2008 (first trading day following announcement of Sierra Wireless’s Offer) the price rose by 21% to €30.3. Since then it has ranged between €29.90 and €30.45.

5.2 Valuation methods used

5.2.1 Theoretical value

The main features of the OCEANE bonds are as follows:

- Maturity date: January 1, 2014

- Nominal value: €31.3

- Redemption at maturity: at nominal value

- Interest rate: 1.75 %

In addition, the issue contract provides for two cases of early redemption by bondholders (see. 4.9.4.1 of the issue prospectus):

- at a set date: all bondholders may of their own free will request early redemption in cash on January 1, 2012 of all or part of the bonds they own. The bonds will be redeemed at their nominal value plus accrued interest.

- in the event of a change of control (see 5.22 below)

The value of the OCEANE can be calculated as the sum of the bond’s value and that of the conversion option.

Option component

The option component has been calculated using the Black and Scholes model and applying 50% volatility, in line with historical volatility over 12 months. A sensitivity

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test was carried out using volatilities of 30% and 70%. The values obtained ranged between €0.1 and €2.4 (average value €1.0).

Bond component

The theoretical value of the bond component is obtained by discounting expected revenues (interest and redemption price), using an appropriate discount rate.

Based on the option values given above, the Offer price of €31.93 values the bond component at between €29.48 and €31.82 (average value of €30.92). These values lead to a discount rate ranging between 1.8% and 4.4%, corresponding to a negative or very low implicit¹¹ credit margin, which shows that the Offer price is higher than the OCEANE’s theoretical value.

For information purposes, applying a credit margin of 870 base points¹² values the bond component at €24.24.

We consider the theoretical value method appropriate to assess the Offer price with regard to OCEANE bonds. It supports an Offer price of €31.93 per bond.

5.2.2 Early redemption price

The information memorandum relating to the OCEANE issue and to admission to trading on Euronext Paris’s Eurolist market stipulates that in the event of a change in control of the Company, bondholders will be entitled to request early redemption.

Under these circumstances, the OCEANEs would be redeemed at their nominal value plus interest due for the period from the last Interest Payment Date before the early redemption date to the effective redemption date (see 4.9.4.2).

For information purposes, assuming January 31, 2009 as the settlement date, the early redemption value would amount to €31.98.

5.2.3 Yield to maturity

Given the features of the OCEANEs, the yield to maturity is 1.75%.

Using January 31, 2009 as the hypothetical settlement date, the price per OCEANE would be €31.98 and the yield to maturity would be 3.04%.

6. Analysis of valuation performed by the presenting bank

Lazard, the presenting bank, prepared the appraisal items that appear in paragraph 3 of the draft information memorandum prepared by Sierra Wireless.

¹¹ Relative to Euro vs Euribor Zero curve 5 Y – source: Datastream as at December 11, 2008

¹² Itraxx Europe Crossover on November 18, 2008

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We analyzed these items and discussed them with representatives of the bank. The bank also provided us with a full valuation report.

The presenting bank used the following approach to value Wavecom’s shares:

Rejected valuation methods:

- Net book value and revalued net asset value:

- Dividend yield.

Valuation methods used:

- Comparable transactions,

- Premiums of comparable tender offers made in France,

- Market price,

- Analysts’ target prices,

- Discounted cash flow analysis,

- Peer comparisons.

Diluted shares and adjusted net debt

The presenting bank calculated the number of diluted shares as 15,018 thousand, taking into account treasury shares and allocated stock options now exercisable according to the treasury stock method.

For our purposes, we calculated the number of diluted shares as 15,822,620 based on full dilution, taking into account all the warrants, founders’ warrants, in-the-money stock options and free shares. In contrast, for the calculation of net debt we took into account the cash generated by the theoretical exercise of options (€4.1 million).

The presenting bank’s reconciliation of Enterprise Value and Equity Value resulted in a positive difference of €41.2 million. Our assessment resulted in a positive difference of €70.2 million.

The discrepancy in the reconciliation of enterprise value and equity value relates to the following items:

M€	Ricol Lasteyrie	Lazard
Convertible bonds	-81.6	-81.6
Finance leases	-0.5	-0.5
Provisions for risk and charges payable	-0.4
Cash, cash equivalents and short-term investment securities	125.5	125.6
Estimated Q4 2008 cash	-6.5	-2.3
Cash generated by the exercise of dilutive instruments	4.1
Research tax credit	2.7
Recognized and unrecognized discounted deferred tax assets	15.4
Acquisition price of Anyware	11.4
Total	70.2	41.2

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Other than the discrepancy arising from the different methods used (number of fully diluted shares or treasury stock method), the main differences arise from our taking into account in our calculation of:

- Deferred tax items: discounted value of tax losses carried forward, carry backs and research tax credits;

- The acquisition price of Anyware Technologies, which we did not value using the cash flow method. Since the transaction is very recent, the acquisition price is in our view the best indication of its value.

The other differences are not material.

6.1 Valuation methods rejected by presenting bank

Since we also rejected the net book value, revalued net asset value and dividend yield valuation methods, we have no assessment discrepancies to present here.

In contrast, the bank retained two methods that we had rejected:

- Comparable transactions;

- Premiums of comparable tender offers made in France.

Comparable transactions

The bank applied this method using a sample comprised of two transactions:

- Wavecom’s acquisition of Sony Ericson’s M2M activity in March 2006;

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

We, like the bank, consider the target companies comparable to Wavecom in terms of activity.

However, we consider the March 2006 transaction to be too stale, given the significant changes in economic conditions since that time.

With regard to the acquisition of Siemen’s M2M activity, the bank determined the implied multiple based on the median value of the indicative price range reported in the press, i.e. between €150 million and €200 million. This range represents a possible difference of around 33% relative to the low price. We therefore consider that we are unable to determine a reliable implied multiple which would enable us to use this method.

We were unable to identify any other sufficiently comparable transactions and therefore rejected this method.

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Premiums on comparable tender offers made in France

We find that calculating the premiums on offers relative to their last known prices before they are made is a method of assessing the premium offered, not a valuation method per se.

Accordingly, we did not retain this method.

However, we note that given the present market conditions, the premiums offered by the present Offer compared with the market price are significantly higher than the average of the premiums shown by the bank.

6.2 Valuation methods used by the presenting bank

6.2.1 Market price method

Presenting bank’s assessment

The presenting bank assessed the Offer price based on the stock market performance of Wavecom shares, relying on the spot market price as at October 3, 2008 and weighted average prices over one, three and six months as at that date.

Based on this method, the presenting bank valued Wavecom at between €4.08 and €5.52 per share as at October 3, 2008.

Assessment discrepancy

We do not differ in our assessment with regard to this method. However, our assessment included the weighted average price over twelve months.

6.2.2 Target prices

Presenting bank’s assessment

The presenting bank used target prices as a reference for assessing the Offer price. The reference prices ranged from €4.5 to €6.0 per share.

Assessment discrepancy

We presented the target prices as a supplement to our market price analysis, but we do not differ concerning the values indicated.

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6.2.3 Discounted cash flow method

Presenting bank’s assessment

The presenting bank applied the discounted cash flow method based on an analysts’ consensus comprising the two available analysts’ reports.

The presenting bank based its extrapolation over the period from 2011 to 2017 on the following assumptions:

- a gradual decline in sales growth to 2.5% in 2017;

- linear growth in the EBITDA margin to 8.5% in 2013 and reaching 8.7% in 2017;

- working capital requirements equal to 8.2% of sales;

- a decline in capital expenditure as a percentage of sales, to 3% in 2013 and flat after that date.

Valuation range

The valuation ranged from €5.6 to €7.1 per share, with a median value of €6.2.

Assessment discrepancies

The main discrepancy concerns the business plan used: we used the management’s business plan for 2008 to 2011, whereas the bank used an analysts’ consensus covering 2008 to 2010.

Moreover, the business plan we used related solely to Wavecom’s activity, whereas the business plan used by the bank included Anyware Technology’s business. Note that we added the value of Anyware (at acquisition price) to the adjustments made for reconciling the enterprise value and the equity value.

Discrepancies arising from the 2008-2011 business plan

Management’s projections for 2008 to 2011 factor in stronger sales growth than forecast by the analysts (CAGR of around 18% including Anyware versus 10% in the bank’s report for the same period).

In contrast, in the management’s projections the recovery in the EBITDA margin (EBITDA/sales) is somewhat slower than forecast by the analysts (a lag of around one year). Management’s projections take into account the implementation of the cost reduction plan designed to reduce operating expenses to allow for the difficult economic conditions and the present level of sales.

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Extrapolation 2012—2018

We, like the bank, gradually reduced sales growth to reach a normalized growth rate at the end of the period.

The bank retained linear growth in the EBITDA margin to 8.5% in 2013 and almost flat thereafter. Our assumptions relating to trends in expenses result in steady growth in the EBITDA margin over the entire extrapolation period, reaching 9.3% at the end of the period (or EBITA margin of 7%).

Other discrepancies

We retained annual capital expenditure of around €5 million. However, given the low level of capital expenditure, this item has little impact on the value.

We considered the change in working capital requirements to be nil, whereas the bank retained a working capital requirement equivalent to 8.2% of sales.

Financial assumptions

To determine beta, the presenting bank used Wavecom’s beta (source Datastream), i.e. 1.1. In our assessment we used the average beta of Wavecom and its peer group, which came to 1.24. The risk premium used by the bank was 8.3% (average of Bloomberg and Journal des Finances) whereas the risk premium we used was 7.6%, corresponding to the average risk premium over the past six months published by Associés en Finance.

Overall, these differences offset each other and the discount rate was the same at 13%.

We assumed a growth rate to infinity of 2% (median value) as from the end of 2018 versus 2.5% calculated by the presenting bank.

Note that the business plan we used results in an average annual growth rate of 8% compared with 6% for the bank.

Our calculations resulted in a valuation range of between €7.93 and €8.74 (median value of €8.32), corresponding to a premium/discount range of between +7.1% and -2.7%.

6.2.4 Peer comparison

Presenting bank’s assessment

The peer group used by the bank was similar to our own.

The bank used the average sales multiple on 2008 and 2009 sales.

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The bank calculated the market capitalization of the comparable companies as at November 28, 2008, based on the number of diluted shares. It obtained a valuation range of between €5.6 and €6.1 per share.

Assessment discrepancies

Calculation of market capitalization

The presenting bank used the average over one month as at November 28, 2005. We used the averages over three months as at December 15, 2008.

Reconciliation of enterprise value and equity value

The main discrepancy is related to the adjustments made to reconcile the enterprise values and equity values of peers. The bank restated provisions linked to pensions, which we consider to be an element of WCR. On the other hand, our enterprise value included deferred tax assets recognized on the balance sheet, which were not taken into account by the bank.

Our calculations result in a valuation range of between €6.40 and €6.65.

6.2.5 Valuation of OCEANEs

The bank applied the usual valuation methods for valuing the OCEANEs, i.e.:

- conversion value

- market price

- yield to maturity

- theoretical value

- early redemption price

In our assessment we considered that the market price method was not relevant given the bond’s low liquidity. Similarly, the conversion value did not seem representative of the value of the OCEANEs, given the difference between the Offer price for shares and the redemption price of the OCEANE.

We do not differ in our assessment with the presenting bank concerning the yield to maturity and early redemption price methods.

Lastly, regarding the theoretical value method, the main discrepancy concerns the credit margin used to value the bond component. The presenting bank retained a credit margin of 2,000 basis points corresponding to the implicit margin as at October 3 on the OCEANE’s last known market price. As we have already indicated above, we do not consider the market price to be relevant, thereby limiting the meaningfulness of the implicit margin. We used a credit margin of 870 basis points in our calculations.

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We nonetheless agree with the bank in concluding that the Offer price is higher than the OCEANEs’ theoretical value.

7. Summary of our assessment and Statement as to the fairness of the offer price

7.1 Summary of our assessment

According to our assessment, an Offer price of €8.50 represents a premium or discount on the values obtained by the valuation methods we consider appropriate, as summarized in the table below:

€ per share	Lazard		RLA		Offer price
	Low	High	Low	High	Premium/Discount
Primary valuation methods
Market price as at October 3, 2008	4.1	5.5	4.1	9.0	108.3	%	-5.4	%
Discounted cash flows	5.6	7.1	7.9	8.7	7.1	%	-2.7	%
Secondary reference method
Peer comparison	5.6	6.1	6.4	6.6	32.8	%	27.8	%

The premium or discount is calculated relative to the value of Wavecom’s share before the takeover, i.e. on a standalone basis, without taking into account the synergies that could be created by the deal or the costs linked to the deal.

Regarding the OCEANEs, the offer price corresponds to the early redemption price plus 2%. It represents a significant premium over the indicative values obtained using the usual valuation methods for this type of instrument.

7.2 Statement on the fairness of the offer price

Our report was prepared in response to the risk of potential conflicts of interest within Wavecom’s Board of Directors that could be considered to affect the impartiality of the Board of Directors’ recommendation. We were also asked to offer an opinion on the indemnification of shareholders in the event of a squeeze out.

Having concluded our assessment, we observe that:

- The offer price of €8.50 per share represents a significant increase – more than 21%– on the price offered by Gemalto a few weeks earlier;

- The undertaking by Wavecom’s founder-shareholders to tender their shares to the Offer shows that the main shareholders, who respectively hold the positions of Chairman and Board member and therefore have extensive knowledge of the Company’s situation and outlook, consider the Offer price to be attractive;

- The Offer price represents a premium of 108% over the spot price on October 3, 2008, the last trading day before Gemalto’s offer was filed, and a premium and a discount ranging from +93.7% to -5.4% on the weighted average price over different periods including a one year period. The transaction offers

Ricol, Lasteyrie & Associés page 28

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Independent Expert’s Report

Wavecom shareholders immediate liquidity at a price well above the trading price in recent months;

- The Offer price corresponds to a discount of 2.7% on the high end and a premium of 7.1% on the low end of the valuation range obtained using the discounted cash flow (DCF) method, bearing in mind that drawing up a business plan is complicated under the present market conditions. Nonetheless, the DCF value we determined takes into account all identified sources of value (including losses carried forward), except for the synergies that can be expected from business combination with Sierra Wireless. The DCF value otherwise takes into account the debt linked to the OCEANE at its US GAAP book value, although its market value is lower. Indeed, the issue contract of July 2007 provides for an early redemption at nominal value plus accrued interest in the event of a change of control; the Offer being subject to the condition that at least 50% plus one of all voting rights of Wavecom securities on an undiluted basis are tendered, the OCEANEs not tendered will be redeemed by the Company at nominal value plus accrued interest in case the Offer is successful;

- The Offer price represents a premium of between 27.8% and 32.8% on the values calculated using the peer comparison method, bearing in mind that this was retained as a secondary method;

- With regard to the OCEANEs, the price of €31.93 plus accrued and unpaid interest represents a premium of 2% on the early redemption price according to the issue contract. This assessment is supported by all the valuation methods generally used to value this type of instrument.

Under the present market conditions and given the more uncertain business outlook for the Company following a year of sharply falling sales and earnings, we consider that:

- the price of €8.50 per share that Sierra Wireless plans to offer under this Offer is fair from a financial standpoint for Wavecom’s shareholders insofar as the OCEANEs must be redeemed at nominal value plus accrued and unpaid interest in the event of a change of control (which will be the case in the event the Offer is successful, the Offer being subject to the condition that at least 50% plus one of all voting rights of Wavecom securities on an undiluted basis are tendered);

- the price of 31.93 euros (plus accrued and unpaid interest) per OCEANE that Sierra Wireless plans to offer under this Offer is fair from a financial stand point for Wavecom’s OCEANE holders.

If the Acquirer holds more than 95% of the Company’s capital and voting rights at the close of the present Offer, a squeeze out could automatically be implemented on the same basis, taking into consideration the reimbursement of the nominal value of the OCEANEs plus accrued interest. In this context, we believe the proposed price is fair to Wavecom’s shareholders in the context of a possible squeeze out.

Paris,

Ricol, Lasteyrie & Associés page 29

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January 6, 2009

Ricol, Lasteyrie & Associés

Sonia Bonnet-Bernard

Ricol, Lasteyrie & Associés page 30

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APPENDICES

APPENDIX 1: PRESENTATION OF RICOL, LASTEYRIE & ASSOCIÉS

Made up of a close-knit team of professionals recognized in their respective fields, the firm of Ricol, Lasteyrie & Associés has since its founding been active in all areas related to financial audits, company valuations and fairness opinions, whether in the context of:

- legal assignments: court-appointed merger auditor;

- contractual assignments: independent appraisal, company valuation and arbitrage.

Over the years, Ricol, Lasteyrie & Associés has acquired proven experience in transactions that require a specific fairness assessment in matters involving shareholders and, more generally, in matters of independent appraisal and fairness opinions.

Ricol, Lasteyrie & Associés has its own quality charter, available on its web site: www.ricol-lasteyrie.fr.

APPENDIX 2: LIST OF INDEPENDENT EXPERTISE PERFORMED BY RICOL, LASTEYRIE & ASSOCIÉS SINCE SEPTEMBER 2006

Since publication of the AMF’s new General Regulation, Ricol, Lasteyrie & Associés has served as an independent expert in the following transactions involving companies whose shares are listed on a regulated market:

Date	Target	Acquirer	Presenting bank	Type of offer
October 08	GL TRADE	SunGard	Oddo Corporate Finance	Simplified cash offer
August 08	Ilog	CITLOI (filiale détenue indirectement à 100% par IBM)	UBS / Natixis	Public tender offer
April 08	Geodis	SNCF Participations	UBS / Deutsche Bank	Public tender offer
April 08	Neuf Cegetel	SFR	JP Morgan / Calyon / Société Générale / Natixis / Crédit Mutuel-CIC	Simplified cash offer
February 08	Genesys	West International Holding Ltd	Lehman Brothers	Public tender offer
February 08	Siparex Croissance	Siparex Croissance	Neuflize OBC (groupe ABN)	Repurchase of own shares
January 08	Net2S	BT Group Plc	Lazard Frères	Simplified cash offer
October 07	IB Group	Overlap Group	ODDO Corporate / Aforge Finance	Merger
September 07	Completel	Altice B2B	HSBC / Calyon	Simplified cash offer
June 07	AGF	Allianz SE	Goldman Sachs / Rothschild / Calyon	Squeeze out
April 07	Forinter	OFI PE Commandité	Cazanove	Squeeze out
April 07	Foncia	Banque Fédérale des Banques Populaires	ABN Amro / Natexis Bleichroeder	Price guarantee / Squeeze out
March 07	AGF	Allianz SE Allianz Holding France SAS	Goldman Sachs / Rothschild / Calyon	Simplified cash offer
January 07	Sasa Industrie	Sasa Holding & Management	CM-CIC Securities	Simplified cash offer
December 06	Siparex Croissance	Siparex Croissance	Oddo Corporate Finance	Repurchase of own shares
December 06	Foncière Massena	Massena Property	CM-CIC Securities	Simplified cash offer

Ricol, Lasteyrie & Associés page 31

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Independent Expert’s Report

APPENDIX 3: MEMBER OF A PROFESSIONAL ASSOCIATION RECOGNIZED BY THE FRENCH FINANCIAL MARKETS AUTHORITY (AMF)

Since July 1, 2008, Ricol, Lasteyrie & Associé is a member of APEI (Association Professionnelle des Experts Indépendants), a professional association recognized by the French Financial Markets Authority pursuant to article 263-1 of its General Regulation.

In addition, the firm has a quality charter that specifies procedures aimed at protecting the firm’s independence and impartiality, avoiding conflicts of interest and for each audit controlling the quality of the work performed and of reports prior to their publication.

APPENDIX 4: AMOUNT OF COMPENSATION RECEIVED

For this audit, our compensation totaled €160,000, excluding taxes and expenses.

APPENDIX 5: DESCRIPTION OF DUE DILIGENCE PERFORMED

Itemized presentation of audit program

We implemented the following audit program:

Familiarization with the transaction and acceptance of audit mission

Identification of risks and orientation of the audit

Gathering of information and necessary data:

-      Familiarization with sector research and analyses of the Company, its peer group and other comparables

Assessment of the Offer environment:

-      Discussions with Wavecom’s Chief Executive Officer and with the legal and finance directors

-      Meeting with the Acquirer’s advisors

-      Review of the legal documentation:

-      Review of the Memorandum of Understanding

-      Familiarization with the undertakings signed by the main shareholders

Analysis of stock prices:

-      Liquidity analysis

-      Analysis of price trends

-      Familiarization with analysts’ reports

Discounting of cash flows (DCF):

-      Analysis of the Company’s business plan

-      Analysis of EBIT margins

-      Establishing cash flow projections beyond 2011

-      Valuation work

-      Sensitivity analysis

Implementation of comparables methods:

-      Peer comparisons

Receipt of management representation letters from representatives of Wavecom and the Acquirer

Ricol, Lasteyrie & Associés page 32

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Independent Expert’s Report

Analysis of presenting bank’s price assessment and valuation report

Consistency check between the independent expert’s report and the Acquirer’s draft information memorandum and the response

Summary memorandum

Independent review

Drafting of report

Presentation of conclusions to the Company

APPENDIX 6: AUDIT SCHEDULE

¡ November 28, 2008: meeting with the management of Wavecom and the representatives of its advisor, Merrill Lynch;

¡ December 1, 2008: Ricol, Lasteyrie & Associés is appointed by the Company’s Board of Directors;

¡ December 1, 2008: telephone contacts with Wavecom’s legal director and meetings with representatives of Wavecom’s advisor, Merrill Lynch, and the Acquirer’s advisor, Lazard;

¡ December 4, 2008: conference call with representatives of Merrill Lynch;

¡ December 5 and 8: telephone contacts with Wavecom’s Chief Financial Officer;

¡ December 9, 2008: meeting with Lazard, the Acquirer’s advisor;

¡ December 10, 2008: meeting with Wavecom’s management;

¡ December 15 and 16, 2008: telephone contacts with Wavecom’s advisors;

¡ December 19, 2008: delivery of draft report;

¡ December 23, 2008: delivery of final report.

APPENDIX 7: LIST OF PERSONS MET AND/OR CONTACTED

Wavecom

¡ Michel Alard, Chairman

¡ Antony Maher, Independent Director

¡ Ron Black, Chief Executive Officer

¡ Chantal Bourgeat, Finance Director

¡ Pierre Cosnier, Legal Director

Wavecom’s advising bank, Merrill Lynch

¡ Emmanuel Hasbanian, Managing Director

¡ Jean Rivière, Associate

¡ Samy Khouadja, Associate

¡ Xavier Lemonnier, Analyst

Ricol, Lasteyrie & Associés page 33

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Independent Expert’s Report

Presenting bank, Lazard

¡ Alexandre Benais, Head of Financial Affairs

¡ Gautier Preney, Deputy Director of financial affairs

¡ François Funck-Brentano, Managing Director European General Counsel

¡ Cyrille Pichot de Cayeux, Authorized Representative for financial affairs

Wavecom’s lawyers, Jones Day

¡ Renaud Bonnet, Partner

¡ Charles Gavoty, Lawyer

APPENDIX 8: SOURCE OF INFORMATION USED

¡ Material information provided by Wavecom :

- Company presentation;

- Memorandum of Understanding ;

- Undertakings to tender of main shareholders;

- Business plan;

- Draft response memorandum;

- Minutes of Board and Shareholders’ meetings.

¡ Material information provided by the Acquirer:

- Draft information memorandum for the Offer on Wavecom shares

¡ Material information provided by the presenting bank:

- Valuation report.

¡ Market information:

- Financial analysis and memoranda on comparable transactions: Thomson One Banker;

- Market data: Datastream and Associés en Finance.

APPENDIX 9: STAFF PARTICIPATING IN THE AUDIT

Signing partner: Sonia Bonnet Bernard, assisted by:

- a senior manager and certified public accountant who has been with Ricol, Lasteyrie & Associés for 10 years and has participated in some 20 expertises certifying the fairness of tender offers;

- a member of the staff with eight years of professional experience;

- an analyst with two years of professional experience.

The independent review was performed by Jean-François Sablier (partner).

Ricol, Lasteyrie & Associés page 34

EX-99.A.10

Exhibit 99(a)(10)

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

TENDER OFFER

FOR THE SHARES AND CONVERTIBLE BONDS ISSUED BY

INITIATED BY

SIERRA WIRELESS FRANCE

An indirect wholly-owned subsidiary of

Wavecom’s legal, financial and accounting information

This document regarding the information concerning Wavecom SA has been submitted to the Autorité des marchés financiers (“AMF”) on January 7, 2009, and published on January 8, 2009, pursuant to article 231-28 of the General Regulations of the AMF and AMF instruction 2006-07 of July 25, 2006. This document has been established under the responsibility of its signatories.

The present document is an update of the reference document submitted by Wavecom to the AMF on April 8, 2008, under number D.08-0211, including information about Wavecom, particularly legal, financial and accounting information.

The present document is available on the websites of the Autorité des marchés financiers (www.amf-france.org) and Wavecom SA (“Wavecom” or the “Company”) (www.wavecom.com) 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

TABLE OF CONTENTS

1.	INFORMATION REQUIRED PURSUANT TO ARTICLE 231-28 OF THE GENERAL REGULATIONS OF THE AMF
2.	STATEMENT OF THE PERSON RESPONSIBLE FOR THE DOCUMENT
3.	INFORMATION REGARDING THE SHARE CAPITAL
4.	CORPORATE GOVERNANCE, DIRECTORS AND OFFICERS
5.	ACTIVITY REPORT AS OF JUNE 30, 2008
6.	FUTURE PROSPECTS
7.	OTHER RECENT EVENTS

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1. INFORMATION REQUIRED PURSUANT TO ARTICLE 231-28 OF THE GENERAL REGULATIONS OF THE AMF

Pursuant to article 231-28 of the General Regulations of the AMF, the information relating to the Company, and particularly its legal, financial and accounting information, is included in the reference document (the “Reference Document”) of the Company for the fiscal year 2007, submitted to the AMF on April 8, 2008.

The significant recent developments that have occurred since the Reference Document was filed are included in sections 3 to 7 of this document.

2. STATEMENT OF THE PERSON RESPONSIBLE FOR THE DOCUMENT

[INTENTIONALLY LEFT BLANK]

3. INFORMATION REGARDING THE SHARE CAPITAL

As of the date of this document, the Company’s share capital was comprised of 15,828,524 euros, divided into 15,828,524 ordinary shares with a nominal value of 1 euro per share, all fully paid and of the same category. The total number of voting rights was 14,736,663.

Wavecom’s shares are listed on NYSE Euronext (Eurolist compartment B) Paris and have been since June 14, 1999. The Company’s ADSs are listed on the Nasdaq Global Market and have been since June 9, 1999.

3.1 Share capital and voting rights

On December 15, 2008, to the Company’s knowledge, the Company’s share capital was held as set forth below:

Shareholder	Number of shares	Percentage of capital	Percentage of voting rights
Aram Hékimian*	1,800,381	11.37	12.22
Michel Alard*	1,538,533	9.72	10.44
Sloane Robinson**	898,654	5.68	6.10
Lansdowne Partners**	831,455	5.25	5.64
Jo Hambro Capital Management Limited**	777,487	4.91	5.28
Treasury shares***	1,091,861	6.90	0
Public	8,890,153	56.17	60.33
Total	15,828,524	100	100

3

* 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 employees.

The Company has not issued any shares with double voting rights. The difference between the percentages in capital and in voting rights is due to the fact that the shares held by the Company do not have any voting rights.

3.2 Potential dilution of the capital

3.2.1 Warrants, founders’ warrants, stock options and free shares as of December 15, 2008

On December 15, 2008, the securities or other rights giving access to the Company’s capital, in force, were as set forth below:

• 110,001 warrants (all of which are attributed to a Director or chief executive officer (a “mandataire social” or, collectively, “mandataires sociaux”)), giving the right to subscribe to 110,001 shares of the Company;

• 391,230 founders’ warrants (of which 302,700 founders’ warrants are attributed to a mandataire social), giving the right to subscribe to 391,230 shares of the Company;

• 1,264,625 stock options (of which 255,844 stock options are attributed to a mandataire social) giving the right to subscribe to 1,264,625 shares of the Company; and

• 154,900 free shares (of which 77,650 free shares are attributed to a mandataire social) giving the right to purchase 154,900 shares of the Company.

With the exception of the bonds convertible into and/or exchangeable for new or existing shares (“OCEANE”) mentioned in paragraph 3.2.3 below, there are no other securities or rights giving access to the Company’s capital.

3.2.2 Warrants, founders’ warrants, stock options and free shares issued since December 31, 2007

3.2.2.1 Warrants

The Wavecom shareholders’ meeting held, on May 14, 2008, decided on the free issue of 30,000 warrants for ordinary shares (hereinafter designated as the “BSA” or “Bons de Souscription d’Actions”), for a period of 10 years, for the benefit of the following independent directors as set forth below:

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• Mr. Stephen Imbler: up to 10,000 BSA,

• Mr. Bernard Gilly: up to 10,000 BSA, and

• Mr. Anthony Maher: up to 10,000 BSA.

Each BSA entitles its holder to subscribe for one ordinary share of the Company with a nominal value of 1 euro per share, at a subscription price equal to the higher of the following two values:

(i) the average of the closing prices of the Company’s shares on Euronext Paris, or on any regulated market that might be substituted for it, quoted during the 20 trading days prior to the date of the shareholders’ meeting held on May 14, 2008, and

(ii) the closing price of the Company’s share on Euronext Paris, or on any regulated market that might be substituted for it, quoted on the last trading day prior to the date of the shareholders’ meeting held on May 14, 2008.

The BSAs may be exercised by their holder, as long as he has continuously served as a Director between the date of the shareholders’ meeting held on May 14, 2008 and the date of exercise of the BSA, pursuant to the following schedule:

• as from May 15, 2009, for up to one-third of the BSAs,

• then for the balance, up to one-third from the end of each complete year starting on May 15, 2009, and this during a period of 24 months,

• until 10 years following their date of issue, it being specified that the BSAs that have not yet been exercised at the end of such 10 year period shall automatically lapse.

3.2.2.2. Founders’ warrants

No founders’ warrants have been issued by the Company since December 31, 2007.

3.2.2.3. Stock options

On May 14, 2008, Wavecom also granted stock options for the subscription of 80,000 shares of the Company to management and employees. The exercise price is at 6.64 euros. The exercise calendar is 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 May 15, 2009; the balance, in proportion to 1/48th of the shares on expiry of each subsequent one-month period, starting from May 15, 2009, in such manner that all the shares eligible be fully subscribed after the 36th 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 May 14, 2018, included.

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3.2.2.4. Free shares

No free shares have been granted by the Company since December 31, 2007.

The table below sets forth the potential dilution of Wavecom’s share capital at December 15, 2008:¹

Shareholder	Number of shares	Percentage of capital on a non-diluted basis	Percentage of capital on a fully diluted basis*
Aram Hékimian**	1,800,381	11.37	10.14
Michel Alard**	1,538,533	9.72	8.67
Sloane Robinson***	898,654	5.68	5.06
Lansdowne Partners***	831,455	5.25	4.68
Jo Hambro Capital Management Limited***	777,487	4.91	4.38
Treasury shares****	1,091,861	6.90	6.15
Public	8,890,153	56.17	50.09
Shares that may be subscribed for or issued upon exercise of founders’ warrants, free shares, or stock options by employees who are not mandataires sociaux	1,174,561	0	6.62
Shares that may be subscribed for or issued upon exercise of founders’ warrants, free shares, or stock options by mandataires sociaux	746,195	0	4.20
Total	17,749,280	100	100

* Excluding OCEANEs.

** 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 employees.

¹ Excluding the potential dilution of any conversion of the OCEANEs into the Company’s shares.

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At December 15, 2008, the shares and other securities giving access to the share capital held by the Directors and employees members of the Executive Committee were held as follows:

	Founders’ warrants, warrants, stock options and free shares granted but not exercised at December 15, 2008							Ordinary shares at December 15, 2008
	Founders’ warrants		Warrants		Stock options		Free shares
	Number	Weighted Average Exercise Price (€)	Number	Weighted Average Exercise Price (€)	Number	Weighted Average Exercise Price (€)	Number
Holders
Aram Hékimian (1)	0	—	0	—	0	—	0	1,800,381
Michel Alard (1)	0	—	0	—	0	—	0	1,538,533
Ronald Black*	302,700	5.39	0	—	255,844	6.40	77,650	78,173
Olivier Beaujard	5,000	4.19	0	—	23,530	58.88	0	0
Chantal Bourgeat	15,000	4.19	0	—	25,000	10.27	0	0
Andres Franzen	0	—	0	—	50,000	10.62	0	0
Didier Dutronc	0	—	0	—	51,500	8.16	0	2,500
Bernard Gilly** (1)	0	—	33,334	12	0	—	0	2,000
Philippe Guillemette	20,000	4.19	0	—	72,750	27.64	35,000	0
Stephen Imbler** (1)	0	—	40,000	11.43	0	—	0	10,000
Anthony Maher** (1)	0	—	36,667	11.87	0	—	0	100
Etienne Menut	5,000	4.19	0	—	31,000	10.04	0	5
Yann Merceron	0	—	0	—	2,000	39.18	0	0
Pierre Piver	0	—	0	—	41,000	7.60	0	0
Pierre Teyssier	15,000	4.19	0	—	36,000	18.45	0	0
Emmanuel Walckenaer	0	—	0		25,000	6.64	0	0

* 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 or 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 BSAs which contain an acceleration clause in the event of a change of control.

(1) Director.

3.2.3 Convertible bonds

On July 13, 2007, Wavecom issued bonds convertible into and/or exchangeable for new or existing shares (“OCEANE”) due January 1, 2014. The principal amount of the issue was 80.5 million euros, in the form of 2,571,884 bonds with a par value of 31.30 euros each. The bonds bear interest at a rate of 1.75% per annum. The issuance of the OCEANEs was the object of a prospectus which received visa n^o 07-242 from the Autorité des marchés financiers.

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3.3 Share repurchase program

At the Wavecom annual shareholders’ meeting held on May 14, 2008, the Board of Directors was authorized, for a period of 18 months starting on that date, to repurchase shares representing up to 10% of the Company’s share capital, i.e. a maximum of 1,579,659 shares. These purchases may take place on or off market, at any time, including during a period of tender offer for the shares of the Company, and may be effected by any means.

The purchase price per share may not exceed 30 euros, excluding fees and commissions, representing a maximum total amount of 47,389,770 euros.

The share repurchase program may be used, inter alia, for the purpose of:

(i) making shares available to an investment services provider in order to provide volume in the shares on the stock market or enhance the liquidity of the shares under a liquidity contract conforming to the code of ethics recognized by the AMF;

(ii) delivering shares upon the exercise of any convertible debt instruments;

(iii) delivering shares to Wavecom’s senior managers and employees as well as to the senior managers and employees of the companies affiliated with it, within the framework of stock option plans, free share plans pursuant to the conditions defined in articles L.225-197-1 to L.225-197-3 or Company savings plans pursuant to the conditions defined in articles L.443-1 et seq. of the French Labor Code;

(iv) holding the shares so as to deliver them in payment or in exchange in connection with external growth projects;

(v) cancelling the shares within a limit of 10% of the share capital of the Company for each 24 month period.

The number of shares acquired by the Company with a view to holding them for later delivery as consideration or in exchange in the event of a merger, de-merger, or conveyance transaction, may not exceed 5% of the Company’s share capital.

Wavecom’s Board of Directors met on July 22, 2008, to sub-delegate to the Company’s Chief Executive Officer the authority to utilize the share repurchase program in view of cancelling the shares, subject to a later decision by the Board of Directors regarding this objective.

8

Between July and September 2008, the share repurchase program resulted in the acquisition (on and off market) by the Company of a total of 700,212 shares, representing 4.4% of its share capital. In application of its share repurchase program, during the course of the past 60 days, the Company undertook the following transactions:

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	€4.9392	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	€4.6660	Share buyback
Wavecom	09/11/2008	12,042	€4.6074	Share buyback
Wavecom	09/12/2008	14,723	€4.5280	Share buyback

Following these share repurchases, on December 15, 2008, the Company held 1,091,861 shares representing 6.9% of its share capital on a non-diluted basis.

3.4 Share capital reduction authorization

Wavecom shareholders’ meeting held on May 14, 2008, satisfying the quorum and voting majority requirements for extraordinary shareholders’ meetings, authorized the Board of Directors to reduce the share capital by up to 10% for each 24 month period, by cancelling Company shares that it might hold under the share repurchase program.

The present authorization was granted for a period of 18 months as from such meeting and terminated the authorization granted by the combined shareholders’ meeting held on May 16, 2007, as provided by the eleventh resolution passed at the meeting.

3.5 Authorizations to increase share capital

The shareholders’ meeting held on May 14, 2008 authorized the Board of Directors:

• for a period of 26 months, to decide on one or several, immediate and/or future share capital increases by issuing, in France or abroad, ordinary shares of the Company or any securities granting access by any means, whether immediately and/or in the future, to the share capital of the Company or to the share capital of any company which may, directly or indirectly, hold more than half of its share capital or of which it may, directly or indirectly, hold more than half of the share capital, while respecting the shareholders’ preferential subscription right, without exceeding a total limit of 7,000,000 euros (eleventh resolution);

• for a period of 26 months, to proceed, in France or abroad, with one or several immediate and/or future share capital increases by way of a public issuance, by issuing ordinary shares of the Company or any securities granting access by any means, whether immediately and/or

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in the future, to the Company’s share capital or the share capital of any company which may, directly or indirectly, hold more than half of its share capital, while cancelling the shareholders’ preferential subscription right, without exceeding a total limit of 7,000,000 euros (twelfth resolution);

• for a period of 26 months, to increase the amount of any issuance, with or without preferential subscription rights, that may be decided pursuant to the terms of the eleventh and twelfth resolutions above, pursuant to the conditions defined in article L. 225-135-1 of the French Code of Commerce (to such date, within 30 days following the closing of the subscription period and within the limit of 15% of the initial issuance). The nominal amount of any share capital increase decided pursuant to this resolution will be applied against the total limit of 7,000,000 euros common to all share capital increases that might be realized pursuant to the eleventh and twelfth resolutions above (thirteenth resolution);

• for a period of 26 months, to issue ordinary shares and/or securities granting access to the Company’s share capital in consideration for securities contributed to the Company within the framework of a public exchange offer or contributions in kind made to the Company within the limit of a total amount of 7,000,000 euros. The present authorization to increase the capital will be applied against the maximum amount in the eleventh resolution voted at the combined shareholders’ meeting held on May 14, 2008; and

• for a period of 26 months, to proceed, to one or several share capital increases, by incorporating, into the share capital, all or part of the premiums, reserves, profits or other means of which capitalization will be allowed by law and as per the articles of incorporation, in the form of allocation of free shares or by increasing the nominal value of existing shares, or else by combined use of those two procedures, within the limits of the amount of the accounts relating to premiums, reserves, benefits or other items mentioned above, existing at the time of the share capital increase (fifteenth resolution).

Moreover, it is specified that none of the resolutions voted at the combined shareholders’ meeting held on May 14, 2008, mentions the possibility of using the authorizations granted to the Board of Directors during a tender offer. Therefore, these authorizations cannot be used in the context of the current Offer resulting from the filing of Sierra Wireless’s Offer for the shares and OCEANEs of the Company.

No issuance of shares or other securities giving right to Wavecom’s capital pursuant to these authorizations is in process or currently contemplated.

3.6 Shareholders agreements

To the knowledge of the Company, there are no shareholders agreements currently in force.

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3.7 Wavecom’s share price

Changes in Wavecom’s share price since the beginning of 2008:

The following table sets forth the monthly changes in Wavecom’s share price as shown on NYSE Euronext (Eurolist compartment B) Paris since January 1, 2008. The prices indicated in the “high” and “low” columns are the prices at the close of the trading day. The average is the average of the closing prices of each of the trading days for the month concerned. The column “volume of transactions” is the total number of securities traded during the month.

Month	High	Low	Average	Volume of transactions
January 2008	12.13	8.12	10.12	1,852,527
February 2008	11.32	8.15	8.98	1,993,315
March 2008	7.82	6.68	7.29	1,088,428
April 2008	8.43	6.12	7.30	1,617,600
May 2008	6.83	6.10	6.46	1,011,704
June 2008	6.74	5.66	6.29	1,075,060
July 2008	5.72	4.42	4.96	1,689,284
August 2008	4.95	4.25	4.54	1,359,760
September 2008	4.99	3.90	4.45	1,286,230
October 2008	6.65	3.98	6.11	2,244,525
November 2008	7.09	6.24	6.44	1,985,838
December 2008	8.27	6.81	8.08	4,765,303

4. CORPORATE GOVERNANCE, DIRECTORS AND OFFICERS

4.1 Board of Directors

The shareholders’ meeting that took place on May 14, 2008, renewed the terms of Mr. Bernard Gilly and Mr. Stephen Imbler for a period of three years expiring at the end of the annual ordinary shareholders’ meeting to approve the financial statements for the year ending December 31, 2010.

Mr. Jean-François Heitz, whose term was also expiring, expressed his desire not to renew his term. The Board of Directors of the Company is now composed of the following Directors:

• Mr. Michel Alard: Chairman of the Board of Directors,

• Mr. Ronald Black: Chief Executive Officer, Director,

• Mr. Aram Hékimian: Director,

• Mr. Bernard Gilly: Director,

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• Mr. Stephen Imbler: Director, and

• Mr. Anthony Maher: Director.

4.2 Executive Committee

The day to day operations of the Company are managed by the Executive Committee, presided over by the Chief Executive Officer.

The current members of the Executive Committee are:

• Mr. Ronald Black: Chief Executive Officer,

• Mr. Anders Franzén: Vice President, Americas Region

• Ms. Chantal Bourgeat: Chief Financial Officer and Group Vice President, Finance and Administration,

• Mr. Olivier Beaujard: Group Vice President, Business Development,

• Mr. Didier Dutronc: Group Vice President, Asia-Pacific Region and Chief Sales Officer,

• Mr. Philippe Guillemette: Group Vice President, Strategy and Chief Technology Officer,

• Mr. Etienne Menut: Group Vice President, Human Resources,

• Mr. Yann Merceron: Director Quality Group,

• Mr. Pierre Piver: Group Vice President, Europe, Middle East and Africa Region,

• Mr. Herbert Scheitler: Group Vice President, Automotive,

• Mr. Pierre Teyssier: Group Vice President and Chief Operating Officer,

• Mr. Emmanuel Walckenaer: Vice President, Intelligent Device Services, CEO Anyware Technologies.

4.3 Committees of the Board of Directors

4.3.1 Audit Committee

The Audit Committee provides assistance to the Board of Directors in fulfilling its oversight responsibility to Wavecom’s shareholders, potential shareholders, the investment community, and others relating to:

• the integrity of Wavecom’s financial statements,

• the financial reporting process,

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• the systems of internal accounting and financial controls and the services provided by the independent auditors, and

• the independent auditors’ qualifications and independence and the Company’s compliance with ethics policies and legal and regulatory requirements.

In this context, the Audit Committee must maintain open and free lines of communication between itself, the independent auditors and Wavecom’s management.

In the exercise of its oversight mission, the Audit Committee is authorized to undertake any investigation with respect to any matter brought to its attention, with the power to access all books and records and use any equipment or services of Wavecom personnel.

In addition, whenever the Audit Committee may deem it necessary to its mission, it may hire independent consultants or other advisors. In this context, the Audit Committee has the authority, without the intervention of the Board of Directors, to have the Company bear the cost of these services.

The current members of the Audit Committee are:

• Mr. Stephen Imbler (Chairman), and

• Mr. Bernard Gilly.

4.3.2 Nomination and Compensation Committee

The Nomination and Compensation Committee was created in 2000. The Board meeting held on October 21, 2002, specified the purpose and missions of this Committee.

The Nomination and Compensation Committee:

• proposes the appointment of independent Directors,

• opines upon the compensation of the mandataires sociaux and the most important managers and senior officers.

The Committee is also responsible for proposing the level of directors’ fees (jetons de presence) to be attributed to the Directors, by conducting comparative research among companies with similar businesses and that operate in the United States.

The Board of Directors have named the following people to the Nomination and Compensation Committee:

• Mr. Bernard Gilly (Chairman), and

• Mr. Anthony Maher.

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4.3.3 Strategic Studies Committee

The Board of Directors, at its meeting held on April 22, 2002, created the Strategic Studies Committee which is composed of members of the Board as well as external experts with recognized experience in Wavecom’s business sector. The Committee has the task of sharing information and strategic points of view on Wavecom’s business and activities.

The current members of the Strategic Studies Committee are:

• Mr. Ronald Black (Chairman),

• Mr. Aram Hékimian,

• Mr. Michel Alard,

• Mr. Bernard Gilly,

• Mr. Stephen Imbler,

• Mr. Anthony Maher.

4.3.4 Corporate Governance Committee

The Corporate Governance Committee’s role is to discuss the conditions of operations of the Board and the organization of its work. It also assists the Board of Directors with the development and implementation of Company’s corporate governance principles, to determine the composition of Board Committees and to monitor a process to assess Board effectiveness.

The members of the Corporate Governance Committee are:

• Mr. Stephen Imbler (Chairman),

• Mr. Michel Alard.

4.3.5 Compliance Committee

The Board of Directors, at its meeting held on October 21, 2002, created the Compliance Committee and simultaneously adopted the Compliance Committee Charter which specifies its objectives, missions and modes of operation.

The Compliance Committee assists the Chief Executive Officer and the Chairman of the Board, in order to ensure that the Company complies with applicable laws and the provisions of its internal Code of Ethics and Business Conduct.

The members of the Compliance Committee, who are appointed by the Board of Directors, are set forth below:

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• Mr. Pierre Cosnier: Legal Affairs Director (Chairman),

• Ms. Chantal Bourgeat: Chief Financial Officer and Group Vice President, Finance and Administration,

• Mr. Jérome Thuillier: Representative of Wavecom’s Workers’ Council,

• Mr. Etienne Menut: Group Vice President Human Resources,

• Mr. Bertrand Vasseur (Wavecom Inc. representative).

4.3.6 Risk Committee

The Risk Committee provides assistance to the Chief Executive Officer and the Board of Directors to identify, analyze, assess and propose management strategies with respect to risks that the Company faces.

The members of the Risk Committee are:

• Ms. Chantal Bourgeat (Chairman),

• Mr. Pierre Cosnier,

• Mr. Vincent Laurentin,

• Mr. Gil Croisille,

• Mr. Emmanuel Maçon-Dauxerre,

• Mr. Frédéric Farago.

4.3.7 M&A Sub-Committee

At its November 22, 2006 meeting, the Strategic Studies Committee created a sub-committee called the “M&A Sub-Committee” made up exclusively of Wavecom independent directors with the goal of independently and objectively reviewing the Company’s strategic projects. This sub-committee established its own charter and elected a Chairman, currently Anthony Maher.

The members of the M&A Sub-Committee are:

• Mr. Anthony Maher, Chairman,

• Mr. Bernard Gilly, Independent Director,

• Mr. Stephen Imbler, Independent Director.

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4.4 Agreements between the Company and its Directors

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 (the “Service Agreement”). The terms of his compensation were further modified in 2008 as explained below.

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, pursuant to a decision of Wavecom’s Board of Directors dated June 17, 2008, 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 3.2.2.4)

The Board of Directors of Wavecom also decided on June 17, 2008, that a special bonus equal to Mr. 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 Sierra Wireless Offer would result in payment of the bonus.

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 this event, and if Mr. Black is not offered an opportunity to perform functions of an equivalent level, the Company has undertaken to pay 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 his annual fixed salary (approximately 1,264,500 euros based on Mr. Black’s annual fixed salary for the calendar year ended December 31, 2008), including the severance payment provided by law and any applicable collective bargaining agreements.

The Company’s Board of Directors, after hearing the findings presented by the chairman of the Company’s Nomination and Compensation Committee, decided on November 17, 2008 to amend the terms and conditions of the service agreement relating to this severance payment, to, among other things, make the severance payment described in the Service Agreement contingent on performance criteria as follows, each of which must be met at the time of Mr. Black’s departure in order for his severance to be payable:

- The Company’s activity having generated a greater net cash balance (i.e., cash, cash equivalents and marketable securities less long-term and short-term debt) at the time of Mr. Black’s departure than such balance three years earlier (on the basis of the most recent quarterly closing and excluding the effects of any exceptional business expenditures, such as, for example, the financing of an acquisition), and

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- The Company having remained in the top three leaders of its market, as recognized by any market analyst (such as Gartner or ABI) in the three years preceding Mr. Black’s departure from the Company.

In addition, in order to more properly reflect the mutual understanding of Mr. Black and the Company’s Board of Directors as to the circumstances under which the severance payment becomes payable, the Company’s Board of Directors approved an amendment to the Service Agreement to provide that Mr. Black is entitled to the severance payment described above if he resigns within six (6) months following a change in control of the Company.

Pursuant to article L.225-42-1 of the French Commercial Code these commitments must be submitted to the shareholders for their approval during a shareholders’ meeting.

As announced by the Company in the notice published in the Bulletien des annonces légales obligatoires on December 5, 2008, the shareholders’ meeting of the Company scheduled for December 8, 2008, called to, among other things, approve those commitments, was adjourned.

Sierra Wireless approved in the Memorandum of Understanding, signed on December 1, 2008 with the Company, the terms and conditions of these commitments and as a result, undertook to have the new board of directors of the Company which will be put in place following the change in control, to confirm such commitments and vote in favor of their approval at the first general shareholders’ meeting to take place following the expiration of the Offers.

Other than those described above, there are no other engagements taken by the Company with respect to its Directors.

5. ACTIVITY REPORT AS OF JUNE 30, 2008

[INTENTIONALLY LEFT BLANK. PLEASE REFER TO THE SIX MONTH FINANCIAL INFORMATION SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 6-K ON SEPTEMBER 23, 2008.]

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6. FUTURE PROSPECTS

In its press release dated October 22, 2008 regarding third quarter results, the Company updated the information with respect to changes in its backlog since June 30, 2008. This information is detailed in section 7.2(iii) below.

7. OTHER RECENT EVENTS

7.1 Recent business activity since June 30, 2008

The following press releases can be found on the website of the Company (www.wavecom.com) under the tab “press releases”.

(i) 08/26/2008:	Wavecom enhances Latin America presence with new office in Brazil. Wavecom announced today the formation of a local office in Sao Paulo, Brazil. Joining Wavecom as Country Manager is Otavio Silva. He will have broad responsibility for driving business growth in this important market. Brazil represents about 70% of the total South American market and is expected to grow exponentially in the coming years to become one of the world’s largest M2M markets.
(ii) 09/02/2008:	Wavecom expands global sales team adding seasoned industry executives to focus on automotive. The Wavecom Group today announced the creation of two new executive positions to bolster worldwide sales in the automotive sector by adding experienced executives to its global sales team.
(iii) 09/09/2008:	Wavecom introduces new 3G GSM and CDMA solutions for wireless alarm, automotive and tracking. Wavecom today introduced two new members of its sleek Q26 Series Wireless CPU® family. The new Q26 Extreme offers dual-mode 2G and 3G to enable data-intensive applications like real-time video streaming for the security or automotive industries.
(iv) 09/16/2008:	Wavecom Wireless Microprocessor® at the heart of latest size- and cost-optimized Telular alarm communicator. Wavecom today announced that the Wavecom Wireless Microprocessor® WMP 100 is the cellular engine at the heart of the newest member of the Telguard® Digital family of alarm communicators: TG-11. Relying on the WMP 100 for cellular connectivity, the UL Listed TG-11 transmits alarm signals over the air if the telephone line has been disrupted, compromised, or when no wireline service is available. Telguard Digital is used in over 400,000 intrusion detection systems in homes and businesses across the U.S.

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(v) 09/18/2008:	Radiocrafts and Wavecom introduce Wireless M-Bus and ZigBee®-enabled GSM/GPRS/EDGE gateway for smart metering. Radiocrafts AS and Wavecom SA today announced the launch of a new GSM/GPRS/EDGE gateway for smart metering which embeds Wireless M-Bus and ZigBee, all in a very compact form-factor. The Wireless M-Bus standard (EN 13757-4:2005) specifies the communication between water, gas, heat and electricity meters and concentrators, whereas ZigBee is a standard for monitoring and control applications using low power radio networking.
(vi) 09/19/2008:	Wavecom Announces World’s First ATEX Approved GSM/GPRS Wireless Microprocessor®. The Wavecom Group today announced the availability of the WMP120 Wireless Microprocessor®, the world’s first ATEX-approved GSM/GPRS solution for wireless machine-to-machine communication. The unique offering will greatly reduce time to market for developers and integrators of smart metering solutions and other devices operating in potentially explosive environments.
(vii) 09/24/2008:	MiX Telematics and Wavecom revolutionize tachograph data harvesting and fleet management. MiX Telematics and Wavecom SA announced the launch of a new tachograph data collection and fleet management solution, marketed exclusively by Continental as the VDO DLD. The VDO DLD is the first in a new breed of intelligent remote data harvesting systems which will make life easier and business more profitable for fleet managers worldwide.
(viii) 10/01/2008:	Avnet Memec and Wavecom Announce Extension of Distribution Agreement for Wireless M2M Solutions. Avnet Memec, the highly specialized semiconductor distributor of Avnet Electronics Marketing EMEA, announced today the extension of its distribution agreement with Wavecom SA. The strategic partnership will be extended to the UK and Ireland. Already one year ago, Wavecom and Avnet Memec extended their existing relationship in Italy, Greece and Turkey to include Germany, France, Switzerland and Austria.
(ix) 10/16/2008:	Wavecom awarded trophy for excellence in Corporate Governance from EthiFinance “Les Etoiles”. Wavecom S.A. received the distinction of being awarded the 2008 trophy for excellence in Corporate Governance from EthiFinance an independent extra-financial research agency dedicated to the Corporate Social Responsibility (CSR) assessment required by Socially Responsible investors (SRI).

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(x) 10/23/2008:	inSIM Technology Will Ensure Reliable Cellular Connections for Machine-to-Machine Devices in Brazil. Vivo, Oberthur Technologies and Wavecom (Paris:AVM) (NASDAQ:WVCM) today announced that the Brazilian carrier is testing with the goal of validation the SIM equipped inSIM® (Subscriber Identity Module) technology for its machine-to-machine (M2M) subscription offer. The 3 companies combine their strengths in their own domains (mobile operator, wireless connectivity, SIM secured element) to deliver one solution, fully integrated, ready to be deployed.
(xi) 10/29/2008:	Innova Card and Wavecom launch an optimized security and communication architecture for EPOS terminals. Innova Card and Wavecom today announced the launch of a ground-breaking hardware reference design for wireless EPOS (Electronic Point of Sale) terminals. The flexible and robust solution provides the possibility to integrate multiple communications technologies without changing the payment and security software. It will simplify the design and certification process and significantly reduce time to market for manufacturers of EPOS terminals.
(xii) 11/12/2008:	Wavecom launches open specification technology to facilitate IP connectivity for M2M devices. Wavecom today announced the introduction of a new technology, RIPlink™ (Remote IP link), which allows applications running on non-IP devices to be connected over IP (Internet Protocol), drastically simplifying M2M (machine-to-machine) application design and deployment.

7.2 Financial information and other recent events

The following press releases can be found on the website of the Company (www.wavecom.com) under the tab “press releases”.

(i) 10/07/2008:

Wavecom comments on Gemalto’s unsolicited offer. Wavecom was informed yesterday that Gemalto filed an unsolicited offer to take control of Wavecom. Contrary to information in the press, Wavecom emphasized that this offer was neither encouraged, endorsed nor discussed with Wavecom and therefore considers the offer hostile. In addition, the management of Wavecom believes that the price offered does not reflect the intrinsic value and prospects of the Company.

(ii) 10/09/2008:

Wavecom board considers Gemalto’s hostile offer inadequate. 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.

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(iii) 10/22/2008: Wavecom Third Quarter 2008 Financial Results and strategic update

[INTENTIONALLY LEFT BLANK. PLEASE REFER TO THE THIRD QUARTER FINANCIAL INFORMATION SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 6-K ON OCTOBER 22, 2008.]

(iv) 10/31/2008:	Wavecom rejects Gemalto’s offer as inadequate 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.
(v) 11/20/2008:	Wavecom, a leading provider of embedded wireless technology for M2M communication, remains confident in the future prospects of the M2M market, the ability of Wavecom to retain and develop its role as a leading player in this market and reiterates its opposition to the hostile takeover bid from Gemalto. Gemalto’s public communications in the last 48 hours (notably interviews given by Olivier Piou on November 18 on BFM radio and to Reuters) contain information including inaccuracies which, in the interest of Wavecom’s shareholders need to be corrected.
(vi) 11/21/2008:	Update of Wavecom’s reply document regarding amendment to Wavecom’s CEO Serverance Pursuant to article 231-37 of the general rules of the Autorité des marchés financiers (the “AMF”), the present press release provides additional elements to the information disclosed by Wavecom under paragraph 5.10 of its note in response to Gemalto’s tender offer approved by the AMF on November 13, 2008 under number 08-238 (the “Reply Document”).
(vii) 11/21/2008:	Wavecom’s Board of Directors convenes a General Shareholders Meeting for December 8th 2008 Wavecom S.A. officially called a combined ordinary and extraordinary general meeting of its shareholders for December 8, 2008.
(viii) 12/02/2008:	Sierra Wireless Agrees to Acquire Wavecom in Friendly Deal Sierra Wireless, Inc., a leading provider of wireless modems for mobile computing and Wavecom S.A., a leading provider of embedded wireless technology for M2M (machine-to-machine) communication, announced today that the companies have reached a Memorandum of Understanding (“MOU”) providing for a business combination that will bring together these two industry innovators to form a global leader in wireless data.

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(ix) 12/02/2008: Notice to Wavecom shareholders: adjournment of the December 8, 2008 combined shareholders’ meeting Following the filing with the AMF by Sierra Wireless of an all-cash tender offer for all of Wavecom’s shares and OCEANEs, the Board of Directors of Wavecom has announced its decision to adjourn the combined ordinary and extraordinary general shareholders’ meeting convened for December 8, 2008. The notice calling the shareholders’ meeting appeared in the Bulletin des annonces légales obligatoires (the “BALO”) No. 141 on November 21, 2008.

8. COMPLEMENTARY INFORMATION ON THE COMPANY

8.1. Disputes

Other than what is described by the Company in its Reference Document for 2007 and the litigation described below, and for the 12 months preceding the publication of this document, Wavecom is not aware of any governmental, judicial or arbitral procedures (including any pending or threatened procedures known to the Company) that could have or that recently had significant effects on the financial situation or the profitability of the Company. Since early December 2008, the Company (and its subsidiary Wavecom Inc.) have been involved in litigation with a contract counterparty, Temic Automotive of North America (Continental Group) which has unjustly withheld payment of a total of slightly more than two million US dollars (i.e. 1,496,140 euros calculated using the dollar/euro exchange rate of 0.748) for products sold by the Company (through its subsidiary Wavecom Inc.). This amount will be accrued as a bad debt in the fourth quarter 2008 accounts. In this context, the Company and its subsidiary Wavecom Inc. filed suit against this client in the Supreme Court of the State of New York (USA) to recover the unpaid receivables. The client, Continental Group, filed a separate suit in state court in North Carolina against the Company, asserting eight claims for relief, alleging breach of both tort and contracts law. Continental has requested damages under the main claim of 1.5 million US dollars (i.e. 1,122,047 euros calculated using the dollar/euro exchange rate of 0.748) to be determined at trial, which is on the same scale as the amount of the unpaid receivables. On the other claims, Continental requests damages of a minimum of 10,000 US dollars (i.e. 7,480 euros calculated using the dollar/euro exchange rate of 0.748) each to be determined at trial, and has also requested treble damages on one claim and punitive damages. While the Company believes such claims to be unfounded and dilatory and it intends to vigorously litigate this matter, the Company cannot predict with certainty the outcome of any litigation.

8.2 Financial results calendar

The Company intends to publish its fourth quarter and full year 2008 revenues and results on February 5, 2009.

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EX-99.E.1

Exhibit 99(e)(1)

Dated 1^st December 2008

Sierra Wireless

and

Wavecom

Memorandum of understanding

This memorandum of understanding is made on 1^st December 2008 (the “Agreement”),

BETWEEN:

(1) Sierra Wireless, Inc., a corporation organised under the Federal laws of Canada, with a share capital of USD324,406,000, whose registered office is at Suite 2600, Three Bentall Centre, 595 Burrard Street, P.O. Box 49314, Vancouver, British Columbia, V7X IL3, Canada, registered under corporation number 292543-5, represented by Jason Cohenour, duly empowered for the purpose thereof, (the “Purchaser”);

On the one hand

AND

(2) Wavecom, a société anonyme with a share capital of €15,796,591, organised under French law, whose registered office is at 3, esplanade du Foncet, 92442 Issy Les Moulineaux, registered under number 391 838 042 RCS Nanterre, represented by Ronald Black, duly empowered for the purpose thereof (the “Company”);

On the other hand

Each a “Party” and together the “Parties”,

WHEREAS:

(A) On 6 October, 2008, Gemalto filed an unsolicited offer on the Company’s shares with the French Autorité des marchés financiers (“AMF”) and subsequently filed a separate offer in the United States (the “US”). The AMF approved Gemalto’s offer on 24 October 2008. Gemalto’s offer has been opened in France since 28 October 2008 and should be closed on December 15, 2008.

(B) On 7 October 2008, 9 October 2008 and 29 October 2008, the board of directors of the Company (the “Company Board”) decided unanimously that Gemalto’s unsolicited offer was not in the best interest of the Company, its shareholders, its security holders and its employees. The Company Board recommended that the Company security holders do not tender any of their securities to Gemalto’s offers. On 7 October 2008, Sierra Wireless contacted Wavecom to discuss Gemalto’s offer and the potential for a friendly acquisition of Wavecom by Sierra Wireless.

(C) The Purchaser, either directly or through a direct or indirect wholly owned subsidiary to be identified in accordance with Section 9.1, is seeking to acquire for cash all (i) the outstanding ordinary shares of the Company (the “Shares”), including the Shares represented by American Depositary Shares (the “ADSs”), and the Shares issuable upon exercise of share options or founders’ warrants (bons de créateur d’entreprise or BCE (the “Founders’ Warrants”) or warrants (bons de souscription d’actions or BSA (the “Warrants”) and upon conversion or exchange of the bonds with a conversion and/or exchange option for newly issued or existing shares (the “OCEANEs”), (ii) the ADSs, and (iii) the OCEANEs (the Shares, the ADSs and the OCEANEs being collectively referred to as the “Securities”), through public tender offers in France and in the United States (as such offers may be amended from time to time hereafter the “Offers”), which will constitute a competing offer to the French and US unsolicited offers launched by Gemalto.

(D) In the offer made in France, the Purchaser is seeking to acquire all Securities (other than ADSs and Shares represented by ADSs) held by (a) holders who are located in France and (b) holders who are located outside of France and the United States, if, pursuant to the local laws and regulations applicable to those holders, they are permitted to participate in the French offer (the “French Offer”).

(E) In the offer made in the United States, the Purchaser is seeking to acquire all Securities (other than Shares represented by ADSs) held by U.S. holders (within the meaning of Rule 14d-1(d) under the Exchange Act (as hereinafter defined)) and all outstanding ADSs, wherever the holder is located (the “US Offer”).

(F) Pursuant to the terms of the Offers, the Purchaser will offer (a) (i) for each Share (other than Shares represented by ADSs) validly tendered and not withdrawn €8.50 in cash, without interest (the “Share Price”) and (ii) for each ADS (each ADS representing one Share) validly tendered and not withdrawn an amount in US dollars equal to the Share Price (as further described in the US Offer Documents (as defined below), without interest, and (b) for each OCEANE validly tendered and not withdrawn €31.93 in cash plus unpaid accrued interests (the “OCEANE Price”, and together with the Share Price, the “Offer Prices”), on the terms and subject to the conditions set forth in this Agreement.

(G) On the date of this Agreement, based amongst others on the information provided by Purchaser including, in particular, the draft French Offer Prospectus (as defined in Section 3.2 below), the Company Board has unanimously (i) determined that the acquisition of the Company by the Purchaser, or an affiliate thereof, through the Offers is in the best interests of the Company, its employees, and, subject to consideration of a fairness opinion, its shareholders and other holders of Securities (the “Initial Company Board Recommendation”), (ii) decided, in compliance with article 261-1 I 2° and 5° of the Règlement général of the AMF (the “AMF General Regulation”), to appoint Ricol Lasteyrie & Associés as independent expert (the “Independent Expert”) to produce a fairness opinion regarding the terms of the French Offer and with a view to a possible subsequent squeeze-out (retrait obligatoire) pursuant to article 237.16.I.1° of the AMF General Regulation (the “Fairness Opinion”), (iii) decided that, upon receipt of the Fairness Opinion and subject to the findings and conclusions of such Fairness Opinion, it would decide upon a final recommendation to all holders of Securities to tender such Securities to the Offers, (iv) decided to adjourn the shareholders’ meeting of the Company to be held on 8 December 2008, called on 21 November 2008, and (v) decided to authorize the chief executive officer to enter into this Agreement on behalf of the Company.

(H) The Purchaser and the Company desire to make certain agreements in connection with the Offers and also to prescribe various conditions to the Offers.

IT IS AGREED AS FOLLOWS:

1 Interpretation

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply:

1.1 Definitions

“Affiliate” means, in respect of any Person, a Person which is controlled by that first company or which controls that first company or which is controlled by the person controlling the first company;

“Business Day” means any day on which both the NYSE-Euronext in France and the NASDAQ in the US are open for trading, which shall not be a Saturday, a Sunday, a legal holiday or other day on which banking institutions are authorized or obligated by Law to close in France or in the US;

“Company Subsidiaries” means each of the Company’s subsidiaries;

“Control” shall have the meaning ascribed to it in article L. 233-3 of the French commercial code (Code de commerce).

“Exchange Act” means US Securities Exchange Act of 1934, as amended, and the related rules and regulations promulgated thereunder;

“Governmental Entity” means any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational;

“HSR Act” means the US Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“Law” means a statute, law (including common law), ordinance, rule, legislation or regulation;

“Person” means an individual, corporation, partnership, joint venture, association, trust, limited liability company, Governmental Entity, unincorporated organization or other entity, including any such entity or entities deemed to be a “person” pursuant to section 13(d) of the Exchange Act;

“SEC” means the US Securities and Exchange Commission;

“Subsidiary” of any person means another person of which 50% or more of any class of capital stock, voting securities, other voting ownership or voting partnership interests (or, if there are no such voting interests, 50% or more of the equity interests) are owned or controlled, directly or indirectly, by such first person;

“Superior Proposal” means a Takeover Proposal which is a good faith unsolicited, fully financed and substantiated offer made in writing by a third party to purchase or otherwise acquire by any means at least a majority of the Shares or all or substantially all the assets of the Company and the Company Subsidiaries taken as a whole, that the board of directors of the Company has determined in its good faith judgment is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and if consummated, would result in a transaction more favourable to the Company, its employees, its Shareholders and other Securities holders than the transaction contemplated by the Purchaser (after taking into account any revisions to the terms of the transaction contemplated by this Agreement in response to the proposal made by the third party and the time likely to be required to consummate such proposal);

“Takeover Proposal” means any offer or proposal or indication of interest in making an offer or proposal from any Person (other than the Purchaser) that relates to, or that could reasonably be expected to lead to, any direct or indirect acquisition, in one or a series of related transactions, including, without limitation, by way of any merger, consolidation, amalgamation, tender offer, exchange offer, stock purchase, asset purchase, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or any other type of transaction, of (a) assets or businesses that constitute or represent 15%

or more of the total revenue or operating income or EBITDA or assets of the Company and its subsidiaries, taken as a whole, for the fiscal year ended 31 December 2007, or (b) 15% or more of the outstanding shares of any class of capital stock of, or other equity or voting interests in, the Company or any class of capital stock of, or other equity or voting interests in, any of the Company or the Company Subsidiaries directly or indirectly holding, individually or taken together, the assets or businesses referred to in clause (a) above, in each case other than the Offers; and

“Treasury Shares” means Shares held, from time to time, by the Company or any member of Company’s group;

2 Principles of Construction

2.1 The Schedules form part of this Agreement and any reference to this Agreement shall include the Schedules.

2.2 The meanings of the defined terms are applicable to both the singular and plural forms thereof.

2.3 The headings used in this Agreement have been adopted by the parties for ease of reference only and the parties declare that these headings are not to be comprised in this Agreement and shall not in any event influence the meaning or interpretation of this Agreement.

2.4 When calculating the period of time within which or following which any act is to be done or step taken, the rules described in articles 640 to 642 of the Nouveau Code de Procédure Civile shall be applied.

2.5 Reference to a “company” shall include any company, corporation or other body corporate wherever and however incorporated (including a Groupement d’Intérêts Economiques).

2.6 A company is a “subsidiary” of another company (its “holding company”) if that other company controls it.

3 UNDERTAKINGS OF THE PURCHASER

3.1 Key terms of the Offers

The French Offer shall be subject to the AMF General Regulation. The key terms and conditions of the Offers are set forth in Schedule 1 (any or all of which such conditions may be waived by the Purchaser, subject to applicable laws and regulations). For the avoidance of doubt, the Purchaser shall have the right to amend the key terms of the Offers once filed with the AMF only with the prior written approval of the Company.

3.2 French Offer

Subject to the terms and conditions of this Agreement, the Purchaser shall instruct Lazard Frères Banque, in its capacity as presenting bank (établissement présentateur) of the French Offer, to file the French Offer together with the draft tender offer prospectus (projet de note d’information or draft “French Offer Prospectus”) substantially in the form presented to the Company Board with the AMF on the next Business Day following the date hereof. For the avoidance of doubt, the Purchaser shall have the right to amend the terms of the draft French Offer Prospectus (other than the key terms set forth in Schedule 1) once filed with the AMF (i) to the extent required to reflect comments from the AMF

and/or the SEC, as the case may be, subject to prior consultation with the Company and (ii) in other cases provided that such amendments shall not make the Offers substantially less favourable to the Company, its employees, its Shareholders and other Securities holders and subject to prior consultation with the Company.

3.3 US Offer

On the date of opening (ouverture) of the French Offer, the Purchaser shall also commence the US Offer, in accordance with the Exchange Act, and the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO-T with respect to the US Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO-T and the documents included therein pursuant to which the US Offer will be made, together with any supplements or amendments thereto, the “US Offer Documents”). For the avoidance of doubt, the Purchaser shall have the right to amend the terms of the US Offer Documents to reflect any changes made to the draft French Offer Prospectus and any comments from the AMF and/or the SEC subject to the same limitations as set out in Section 3.2 above.

3.4 Liquidity mechanism in relation to the Company’s share options, bonus shares, Founders’ Warrants and Warrants

If the Offers are successful and (i) upon implementation of a squeeze-out relating to the Shares or (ii) if the trading of the Company’s Securities is otherwise substantially reduced, the Purchaser and the Company agree that the Purchaser or any of its Subsidiaries will offer the benefit of a liquidity mechanism in relation to the Company’s share options, bonus shares, Founders’ Warrants and Warrants (to the extent the corresponding Shares cannot be tendered to the Offers).

3.5 Company Board

As promptly as practicable upon the settlement and delivery (règlement-livraison) of the Offers, the Company Board shall be restructured so that all members thereof are designated by the Purchaser. Any appropriate actions will be taken as promptly as practicable to that effect.

4 UNDERTAKINGS OF THE COMPANY

4.1 Fairness Opinion—Company Board Recommendation

Upon receipt of the Fairness Opinion stating that the Offer Prices are fair to the holders of Securities from a financial point of view (a “Favourable Fairness Opinion”), the Company Board shall confirm that the Offers are in the interest of the Company, its employees, its shareholders and holders of Securities and shall recommend that all holders of Securities tender such Securities to the Offers (the “Company Board Recommendation”), which Company Board Recommendation shall be included in the documentation for the Offers.

4.2 French Offer

In accordance with applicable Law, the Company shall undertake all necessary information procedures with the Company’s workers’ councils with respect to the Offers.

The Company shall file the draft target prospectus (projet de note en réponse or draft “French Company Prospectus”) as soon as practicable and in any event within two days of receipt of the Fairness Opinion.

4.3 US Offer

On the date the US Offer Documents are filed with the SEC, the Company shall file with the SEC a recommendation or solicitation statement on Schedule 14D-9 with respect to the US Offer, including to the extent required an appropriate information statement (US Information Statement) under Exchange Act Rule 14f-1 (such Schedule 14D-9 and US Information Statement, as amended or supplemented from time to time, the “Schedule 14D-9”) containing the Company Board Recommendation and shall deliver the Schedule 14D-9 to all holders of Securities included in the US Offer in the manner prescribed by the Exchange Act.

4.4 Treasury Shares

The Company shall, and cause its affiliates, (i) not to tender to the French Offer, any of the Treasury Shares it or such affiliates hold and will come to hold from the date hereof to the closing of the French Offer or the closing of its re-opening period and (ii) not to transfer any of the Treasury Shares (through sale on the market or otherwise) to any third party except to beneficiaries in accordance with the terms and conditions of the existing bonus share plan (plan d’attribution gratuite d’actions), and to that effect, shall put the Treasury Shares under escrow with a financial institution of international standing and reputation, until termination of this Agreement pursuant to Section 8 below.

As a result of the undertaking of the Company not to tender the Treasury Shares detailed above in this Section, the Parties agree that the Offers will not target any Treasury Shares.

4.5 Non solicitation

For the Term of this Agreement, the Company shall, and cause the Company Subsidiaries, its and their directors, officers, managers, Affiliates, employees, investment bankers, attorneys, accountants, other advisors, agent or representatives (the “Representatives”):

(i) not to, directly or indirectly, (i) solicit, initiate or encourage, or take any action to facilitate, any Takeover Proposal or any inquiries reasonably likely to result in the making of any Takeover Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations with a third party regarding, or furnish to any third party any information, or take any other action to facilitate any inquiries with respect to, or otherwise cooperate in any way with, any Takeover Proposal;

(ii) immediately cease and cause to be terminated all discussions or negotiations with any Person conducted heretofore with respect to any proposal that constitutes or would reasonably be expected to lead to a Takeover Proposal, and cause all materials and written information communicated by the Company or its advisors and agents to such Person to be returned to the Company or destroyed;

(iii) to notify the Purchaser of the receipt by it, from the date of execution hereof, of each and any Takeover Proposal or of any contact reasonably likely to lead to a Takeover Proposal including the full details thereof (and any subsequent amendment thereof) and the identity of the persons involved, promptly and in any event within 24 hours of such receipt or contact, unless the Company is bound to keep such information confidential pursuant to a confidentiality agreement entered into prior to the date of execution hereof, provided that the Company shall notify the Person making the Takeover Proposal of the provisions of Section 4.5 (i) and (ii) above; and

(iv) to keep the Purchaser reasonably and regularly informed of the status of any such Takeover Proposal or contact, including the material details thereof,

provided, however, that nothing contained in this Section or elsewhere in this Agreement shall (i) prohibit the Company or the Company Board from complying with applicable laws and regulations (including in respect of their fiduciary duties), or (ii) prevent discussions or negotiations with a third party who files with the AMF a Superior Proposal for the Company’s securities.

4.6 Right to match

The Company covenants that it will not accept, approve, recommend or enter into any agreement, in respect of a Takeover Proposal (and shall not make nor allow any public communication about such Takeover Proposal), unless:

(i) the Takeover Proposal is a Superior Proposal;

(ii) the Company has provided to the Purchaser a copy of the Takeover Proposal or the full details thereof (and any subsequent amendment thereof) and the identity of the persons involved, which information Purchaser shall keep strictly confidential; and

(iii) a period (the “Response Period”) of five Business Days shall have elapsed from the date that is the latest of (i) the date on which the Purchaser received written notice from the Company that the Company Board determined, subject only to compliance with this Section 4.6, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal, and (ii) the date the Purchaser received a copy of the Superior Proposal,

provided, for the avoidance of doubt, that, notwithstanding Section 4.5 above, in the event of receipt of any such Takeover Proposal, the Company and its Representatives shall be allowed to provide information to, and participate in discussions and negotiations with the person having made such Takeover Proposal, provided such person has signed a confidentiality agreement with the Company on terms not less restrictive (including standstill provisions) on the other party than the confidentiality agreement signed on October 24, 2008 between the Company and the Purchaser, and provided that all information which is provided to the third party is simultaneously provided to the Purchaser.

During the Response Period, the Purchaser shall have the right, but not the obligation, to offer to amend the terms of this Agreement and/or of the Offers and the Company shall, and shall cause its advisors to, negotiate in good faith with the Purchaser to make such adjustments to the terms and conditions of this Agreement and/or the Offers as would enable the Company to proceed with this Agreement and the Offers as amended, rather than the Superior Proposal.

If during the Response Period, the Purchaser submits a proposal to amend the terms of this Agreement, including an increase in, or modification of, the Offer Prices, the Company Board shall review and determine whether the Takeover Proposal to which the Purchaser is responding would be a Superior Proposal when assessed against this Agreement and/or the Offers as they are proposed by the Purchaser to be amended. If the Company Board does not so determine, the Company Board, subject to Purchaser and Company entering into an amendment to this Agreement, will promptly reaffirm that the Offers, as revised, are in the best interests of the Company, its employees and its shareholders and other holders of Securities by confirming its Initial Company Board Recommendation or its Company

Board Recommendation. If the Company Board does so determine, the Company may approve and recommend that holders of Securities accept such Superior Takeover Proposal and may terminate this Agreement pursuant to Section 8.1 to proceed with the Superior Proposal, provided that such termination shall only be effective if such Superior Proposal, to the extent it is a tender offer, is filed with the AMF and cleared (déclaré conforme) by the AMF.

4.7 Other undertakings

From the date hereof until the earlier of (i) immediately before redemption by the Company and payment for the OCEANEs of the holders who required such early redemption as contemplated pursuant to Section 4.8 below or (ii) announcement of the results of the Offers by the AMF (if the Offers are not successful), the Company shall, and shall cause its Subsidiaries to:

(i) operate its business in the ordinary course consistent with past practice (and in particular not change existing employment agreements and not pay bonuses inconsistent with past practice) and take all commercially reasonable steps available to it to preserve the goodwill of its business, its financial capacities and the relationships with employees and business partners, provided that (i) any plan, action or decision made public as of the date hereof or resulting from any such plan, action or decision (including, in particular, the implementation of the current reorganization), and (ii) the payment of the one-year special bonus to the Company’s CEO decided by the Company Board on 17June 2008 upon completion of the Offers and the grant of reasonable bonuses (not exceeding an aggregate gross amount of €350,000) to the employees most involved in the takeover process shall be deemed in the ordinary course;

(ii) not to (i) declare, authorize, make or pay a dividend (in cash or in kind) or interim dividend or other distribution of a similar nature (such as distribution of the additional paid-in capital (compte primes d’émission) or of reserves) or any repurchase, redemption or other reduction of capital, (ii) except for trade payables incurred in the ordinary course of business consistent with past practice, incur or modify any indebtedness or guarantee or otherwise become liable for the obligations of any other person, (iii) make capital expenditures (including acquisitions of businesses or shares in any entity) or incur any debt in excess in each case of €5,000,000 in the aggregate, (iv) amend its articles of association, (v) make, agree to make or decide upon any change to the capital structure of Company (including by way of redemption, reduction or increase), any issuance of shares or securities (including defensive warrants pursuant to section L.233-32 of the French Code de commerce) or any grant of share options or bonus shares (other than any issuance of Shares upon exercise of share options or Founders’ Warrants or Warrants or share options or upon conversion or exchange of OCEANEs or upon vesting of bonus shares) or the terms of its existing securities and (vi) implement double voting rights with respect to the Shares;

(iii) maintain its cash (or cash equivalents) in an amount not to be less than €110,000,000;

(iv) maintain a minimum cash balance of €30,000,000, after giving effect to the completion of the Offers and the redemption of the OCEANEs as contemplated pursuant to Section 4.8 below;

(v) not take or agree to take any decision or measure which (i) may frustrate the Offers or lead to the withdrawal of the French Offer under Article 232-11 of the AMF Regulations or (ii) may lead to the consummation of a Takeover Proposal (other than a Superior Proposal consummated in compliance with the provisions of Sections 4.5 and 4.6 above);

(vi) fully cooperate with the Independent Expert in order to allow him to establish the Fairness Opinion; and

(vii) promptly furnish to the Purchaser all information concerning the Company requested by the Purchaser to be included in the French Offer Prospectus and the US Offer Documents and in any correspondence between the Purchaser and the AMF and the SEC (including any SEC “no action” letters) in respect of the French Offer and the US Offer respectively.

4.8 OCEANEs

If the Offers are successful and as soon as practicable upon the announcement of the results of the successful Offers by the AMF, the Company undertakes to promptly implement the steps contemplated under paragraph 4.9.4.2 of the prospectus (note d’opération) relating to the issuance OCEANEs, which has been approved by the AMF on 5 July 2007 under the visa n°07-242 and in particular make an announcement within three days of the settlement and delivery of the Offers (i) in the Bulletin des Annonces Légales Obligatoires (BALO), (ii) in a national financial newspaper and (iii) at NYSE-Euronext informing the OCEANEs holders of the change of control of the Company and specify a period not exceeding 30 days during which such OCEANEs holders may require the early cash redemption of their OCEANEs (the “Redemption Request Period”). The Company shall redeem and pay for the OCEANEs of the holders who required such early redemption no later than 5 Business Days after expiry of the Redemption Request Period.

4.9 Change of control

The Company undertakes to use its commercially reasonable efforts (not including the payment of additional consideration) to obtain, prior to announcement of the results of the Offers by the AMF, consents by third parties under change of control clauses in the contracts entered into by the Company where it is necessary to avoid disruption or prejudice to the business of the Company as a result of the change of control of the Company in connection with the Offers.

4.10 Litigation

To the extent permitted by applicable Law, the Company shall give the Purchaser the opportunity to consult with the Company with respect to any litigation commenced prior to, on or after the date hereof against the Company or any of its directors or executive officers by any shareholder of the Company relating to this Agreement or the Offers, and shall not settle or offer to settle any such litigation without the prior written consent of Purchaser (not to be unreasonably withheld or delayed).

4.11 Shareholders meeting

The Company Board has decided on the date hereof to adjourn the shareholders’ meeting called to be held on 8 December 2008 until the earlier of (i) the date when the French Offer is held not compliant (non-conforme), as the case may be, (ii) the filing of a competing offer by any third party declared compliant (conforme) by the AMF, (iii) the withdrawal of the

Offers, and (iv) 30 days following the publication of settlement and delivery of the Offer (règlement-livraison). The Company undertakes to effect the publication no later than on Friday 5 December 2008 of the adjournment notice attached hereto in Schedule 3 in the Bulletin des Annonces Légales Obligatoires (BALO), in a Journal d’Annonces Légales and in a daily financial newspaper to that effect.

It is expressly agreed by the Company that the adjournment of the shareholders’ meeting referred to this Section is an essential condition for the Purchaser, who would otherwise not have entered into this Agreement with the Company.

The Purchaser also expressly agrees with the terms of the first draft resolution of the agenda of the above mentioned shareholders’ meeting and accordingly agrees to present and vote in favour of a resolution substantially similar to such draft resolution at a Company’s shareholders’ meeting to be convened after completion of the Offers, and, as the case may be, procure that the Company Board (once restructured pursuant to Section 3.5 above) will approve a resolution necessary to that effect, to the extent in each case that the Offers are successful and provided that any such actions can be implemented in compliance with French law as in force and effect at the time of their implementation.

4.12 Other confidentiality agreement, standstill or similar arrangements

The Company shall use its reasonable best efforts to ensure that, from the date of execution hereof, all confidentiality agreement, standstill or other similar arrangements to which it is a party be fully complied with by all the relevant parties thereto, and by their relevant representatives.

5 Representations and warranties

The Company represents and warrants that:

(i) the Securities, the Founders’ Warrants and the Warrants have been duly and validly issued or granted and the Securities are fully paid up.

(ii) the Company and the Company Subsidiaries do not carry out any activities as a result of which (i) a filing with the French Ministry of Economy for prior authorization pursuant to article L.151-3 of the French Financial and Monetary Code relating to foreign investment control, or (ii) as far as the Company is aware, after due and careful inquiry, a prior approval from a Governmental Entity (other than the AMF, the SEC and any competent antitrust authorities) prior to closing of the Offers would be required to implement the Offers and the transactions contemplated in this Agreement;

(iii) The Company is not prohibited by contract or otherwise from redeeming the OCEANEs upon the occurrence of a change of control of the Company; and

(iv) as far as the Company is aware, after due and careful inquiry, the Company and the Company Subsidiaries do not provide products or technologies having military, police or other national security applications to the US Government.

No investigation by or on behalf of the Purchase prior to the date of this Agreement shall mitigate, diminish or affect the representations and warranties made by the Purchaser pursuant to this Agreement.

6 Break-Up Fee

6.1 The Company shall pay to the Purchaser a break-up fee of €3,270,000, in order to compensate the Purchaser for a fraction of its costs, if:

(i) the Company Board withdraws or modifies the Initial Company Board Recommendation or the Company Board Recommendation or does not issue the Company Board Recommendation (as contemplated in Section 4.1);

(ii) The Company recommends a tender offer or a Takeover Proposal from a third party and/or enters into an agreement with respect to a Takeover Proposal; or

(iii) the French Offer is withdrawn pursuant to article 232-11 of the AMF General Regulation; or

(iv) the AMF announces that the results of a competing offer for the Company’s securities made by a third party is successful or another Takeover Proposal is consummated in breach of this Agreement.

For the avoidance of doubt, no Break-Up Fee shall be payable in the event (i) the French Offer is held not compliant (non conforme) by the AMF for reasons other than resulting from a breach, by the Company of this Agreement, in particular the provisions of Section 7.1 below or (ii) Purchaser amends the terms and conditions of the Offers in a way which significantly and detrimentally affects the interests of the Company, the Shareholders or the employees of the Company.

Also for the avoidance of doubt, the Break-Up Fee may only be paid once.

6.2 The payment of such Break-Up Fee shall occur within five (5) calendar days of the date on which the event having triggered it shall have occurred. The Company acknowledges that the provisions contained in this Section 6 are an integral part of the Offers and that, without these provisions, the Purchaser would not have entered into this Agreement.

6.3 The payment of the Break-Up Fee shall be without prejudice of any other rights of the Parties hereunder.

7 COOPERATION BETWEEN THE PARTIES

7.1 The Parties undertake to cooperate for the purpose of completing the Offers and the acquisition of the Company by the Purchaser (or an affiliate thereof) described in this Agreement. In particular, the Purchaser and the Company shall cooperate with each other to fulfil all applicable requirements of the AMF, the SEC, Nasdaq and NYSE-Euronext to respond to comments from any of the foregoing, to make such amendments and supplements to filings as may be required. Without limiting the foregoing, to the extent not prohibited by applicable Law, the Company shall furnish to the Purchaser such information and assistance (including updated lists of security holders, security position listings and computer files) as Purchaser may reasonably request in structuring the Offers, communicating the Offers to the holders of Securities or otherwise.

7.2 For the purposes of completing the Offers, the Parties also undertake to cooperate and promptly inform each other with respect to issuing all notifications, making any requests and obtaining all necessary approvals and authorizations under all laws and regulations of any relevant jurisdictions and each of the Parties shall, provided that it does not have adverse consequences for such Party or any member of its group (i) use commercially reasonable efforts to obtain, as soon as practicable after the date of this Agreement, all

necessary no-action letters, approvals and authorizations from governmental entities, including the US Department of Justice and any other local antitrust authority and (ii) take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental entity.

7.3 Each Party shall promptly notify the other Party: (i) if and to the extent it becomes aware that any information supplied by it or included in filings with the AMF in respect of the French Offer or with the SEC in respect of the US Offer shall have become false or misleading in any material respect; and (ii) upon the receipt of any comments from the AMF or the SEC or any request from the AMF or the SEC for amendments or supplements to filings, in each case, in respect of the French Offer or the US Offer.

8 TERMINATION

8.1 Term

8.1.1 Save for Sections 1, 2, 6 and 9, this Agreement shall terminate on the earlier of:

(i) the date when the French Offer is held not compliant (non-conforme), as the case may be;

(ii) the date of announcement of the results of the Offers by the AMF if the Offers are not successful;

(iii) by mutual written consent of Purchaser and the Company;

(iv) a written notice by either Purchaser or the Company to the other Party, if any Governmental Entity issues an order, decree or ruling or takes any other action permanently enjoining, restraining or otherwise prohibiting the acceptance for payment of, or payment for, Shares pursuant to the Offers and such order, decree, ruling or other action shall have become final and non-appealable; or

(v) a written notice of the Company to the Purchaser, if the Company Board determines that a Takeover Proposal qualifies as a Superior Takeover Proposal within the meaning of Section 4.6 above, provided that such termination shall only be effective if (i) the Superior Proposal, to the extent it is a tender offer, is filed with the AMF and cleared (déclaré conforme) by the AMF and (ii) the Company has effectively paid the Break-Up Fee to the Purchaser under Section 6 above.

8.1.2 In addition, the Purchaser shall be entitled to terminate this Agreement (save for Sections 1, 2, 6 and 9) if:

(i) the Purchaser withdraws the French Offer pursuant to article 232-11 of the AMF General Regulation; or

(ii) the Company Board withdraws or modifies the Initial Company Board Recommendation or the Company Board Recommendation and/or recommends a tender offer or a Takeover Proposal from a third party.

8.2 Effect of Termination

In the event of termination of this Agreement by either the Company and/or Purchaser as provided in Section 8.1, this Agreement shall forthwith become void and have no effect (save as contemplated in Section 8.1.1(iv)), without any liability or obligation on the part of

Purchaser or the Company, other than Sections 1, 2, 6 and 9 and this Section 8.2; provided, however, that no such termination shall relieve any Party hereto from any liability or damages resulting from a wilful breach by such Party of any of its undertakings set forth in this Agreement, and all rights and remedies of such non-breaching party under this Agreement in the case of any such breach shall be preserved. The confidentiality agreement (the “Confidentiality Agreement”) between the Parties dated 24 October 2008 shall survive any termination of this Agreement and shall apply to all information and material delivered by any party hereunder, in each case in accordance with its terms.

9 GENERAL PROVISIONS

9.1 Successors and Assigns

This Agreement is personal to the Parties thereto. Accordingly, neither the Purchaser nor the Company may, without the prior written consent of the other Party, assign the benefit of all or any of their obligations under this Agreement, nor any benefit arising under or out of this Agreement except that the Purchaser may assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to any direct or indirect wholly-owned subsidiary of the Purchaser (including designating any such entity to act as Purchaser hereunder), but no such assignment shall relieve the Purchaser of any of its obligations under this Agreement if its transferee does not perform such obligations. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties hereto and their respective successors and assigns.

9.2 Variation etc.

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties to this Agreement.

9.3 Costs

The Purchaser shall bear all investment banking advisory, legal, accountancy and other costs and expenses incurred by it in connection with this Agreement. The Company shall bear all such costs and expenses incurred by it.

9.4 Communication and announcement

Promptly following the execution of this Agreement, the Company and Purchaser shall jointly issue a press release substantially in the form of Schedule 2 (the “Public Announcement”).

The Purchaser and the Company shall, to the extent reasonably practicable, consult with each other before issuing, and provide each other a reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Offers and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, by court process, by obligations pursuant to any listing agreement or market rules of any national securities exchange on which such Party’s shares are traded.

The Parties agree that executives from both Parties will participate in media presentations, analysts presentations and road-shows to explain the Offers.

9.5 Whole Agreement

This Agreement and the other agreements entered into on or subsequent to the date hereof contain the whole agreement between the parties relating to their subject matter to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Agreement to the exception of the Confidentiality Agreement.

9.6 Notices

Any notice or other communication requiring to be given or served under or in connection with this Agreement shall be in writing and shall be sufficiently given or served if delivered or sent:

In the case of the Purchaser, to Sierra Wireless at:

Suite 2600,

Three Bentall Centre,

595 Burrard Street,

P.O. Box 49314,

Vancouver,

British Columbia,

V7X IL3,

Canada

Attention: Dave McLennan

In the case of the Company to, Wavecom at:

3, esplanade du Foncet,

92442 Issy Les Moulineaux

France

Attention: Ronald Black

Any such notice or other communication shall be delivered by hand or sent by courier or fax. If sent by courier or fax, such notice or communication shall conclusively be deemed to have been given or served on the Business Day following the time of despatch. Any fax shall, in addition, be sent by post the day on which it is sent but this shall not alter the time it is deemed served pursuant to this Clause.

The Purchaser and the Company may by notice to the other and in accordance with the above-mentioned provisions of Clause 9.6 specify from time to time a different address for notice within France or Canada upon 10 Business Days notice.

9.7 Severability

If any term or provision of this Agreement is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of Law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected. Furthermore, in lieu of such invalid illegal or unenforceable provision, the parties shall add as part of this Agreement a provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible and be valid, legal and enforceable.

9.8 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with French law.

Any dispute relating to its validity, interpretation or execution shall be submitted to the exclusive jurisdiction of the Tribunal de Commerce de Paris.

Executed in Paris on 1^st December 2008, in two original copies

/s/ Jason Cohenour

Sierra Wireless, Inc.

Represented by: Jason Cohenour

Title: Chief Executive Officer

/s/ Ronald Black

Wavecom

Represented by: Ronald Black

Title: Directeur Général

SCHEDULE 1

KEY TERMS OF THE OFFERS

Share Price	€8.50
OCEANE Price	€31.93 (plus unpaid accrued interest)
Minimum tender condition	50% + 1 voting right of the Company’s voting rights i.e. number of shares tendered to the Offers/(number of outstanding shares on closing of the Offer – number of Treasury Shares)

SCHEDULE 2

FORM OF PUBLIC ANNOUNCEMENT

[INTENTIONALLY OMITTED]

18

SCHEDULE 3

ADJOURNMENT NOTICE

WAVECOM SA

Société anonyme au capital de 15 820 442 €

Siège social : 3, esplanade du Foncet – 92442 Issy Les Moulineaux

391 838 042 R.C.S. Nanterre

Ajournement de l’assemblée générale ordinaire et extraordinaire du 8 décembre 2008

Mesdames et Messieurs les actionnaires sont informés que le Conseil d’administration de la Société Wavecom a décidé d’ajourner l’assemblée générale ordinaire et extraordinaire du 8 décembre 2008 à 10 heures, convoquée par un avis de réunion valant avis de convocation publié au Bulletin des Annonces légales obligatoires du 21 novembre 2008.

Le Conseil d’administration

19

EX-99.E.2

Exhibit 99(e)(2)

UNDERTAKING TO TENDER SHARES TO AN OFFER TO BE MADE BY

SIERRA WIRELESS FOR WAVECOM

THIS UNDERTAKING IS ENTERED INTO BETWEEN:

(1) Michel Alard, born on 5 August 1954, in Plouenan, a French national, residing at 13 Place des Vosges, 75004 Paris, France (the “Founder”);

(2) Jean-François Alard, born on 9 November 1981, in Paris, single, a French national, residing at 43-45 rue Charlot, 75003 Paris;

(3) Laurène Alard, born on 21 October 1983, single, a French national, residing at 17 Place des Vosges, 75004 Paris;

(each hereinafter referred to as a “Shareholder” and collectively the “Shareholders”);

and

(4) Sierra Wireless France S.A.S., a société par actions simplifiée with a share capital of € 37,000, organised under the laws of France, whose registered office is at 1 rue Favart, 75002 Paris, represented by Jason Cohenour, duly empowered hereunder

(hereinafter referred to as the “Offeror”).

WHEREAS

(A) Each of the Shareholders is a shareholder of Wavecom, a company organised under the laws of France, with registered office at 3, esplanade du Foncet, 92442 Issy Les Moulineaux, registered at the Companies Registry of Nanterre under number 391 838 042 RCS Nanterre (hereinafter referred to as “Company” or “Wavecom”). A breakdown as at the date hereof of the number of ordinary shares (the “Shares”) is attached hereto in Schedule. The Shares of the Company are listed on Eurolist by NYSE-Euronext in Paris under the ISIN code FR0000073066.

(B) The Offeror has informed each of the Shareholders of its intention to launch, at the latest on 8 December 2008 a public tender offer in France (the “French Offer”) and in the United States (the “US Offer”, and together with the French Offer, the “Offers”) to acquire for cash all (i) the outstanding Shares, including the Shares represented by American Depositary Shares (the “ADSs”), and the Shares issuable upon exercise of share options or founders’ warrants (bons de créateur d’entreprise or BCE (the “Founders’ Warrants”)) or warrants (bons de souscription d’actions or BSA (the “Warrants”)) and upon conversion or exchange of the bonds with conversion and/or exchange option for newly or existing shares (the “OCEANEs”), (ii) the ADSs, and (iii) the OCEANEs (together the “Securities”), being understood that the Company has undertaken not to tender its treasury shares (actions auto-détenues) to the Offers.

(C) Each of the Shareholders is fully supportive of the Offers.

(D) Each of the Shareholders desires, in accordance with the usual practice in this kind of transaction, to tender to the French Offer all of the Shares of the Company held by each

1

Shareholder on the terms and conditions set forth in this Undertaking to Tender to an Offer (the “Agreement”).

IT IS HEREBY AGREED AS FOLLOWS:

1 UNDERTAKING TO TENDER

1.1 Subject to and in consideration of the Offeror making the French Offer for all of the Shares at a price of €8.50 per Share, each of the Shareholders hereby undertakes, subject to the provisions of Section 2.1 below, that:

(i) being the holder of the Shares as detailed in Schedule and having all power and authority to, and, until the Shares are transferred to the Offeror, continuing to have all relevant power and authority to, accept the French Offer in respect of the Shares, it shall, at the latest ten (10) trading days before the closing of the French Offer, tender to the French Offer all of the Shares by giving irrevocable instructions to the institution holding its share account to tender the Shares to the French Offer immediately, and shall promptly complete, execute and deliver all other documents and take any other action which the Offeror may reasonably require to complete the transfer of the Shares to the Offeror (which tender to the French Offer shall be immediately confirmed in writing to the Offeror);

(ii) it shall not, prior to the closing or lapsing of the French Offer or the withdrawal of the French Offer (whichever is the earlier), sell (on the market or off-market), transfer, donate, charge, pledge, encumber, grant any option over or otherwise dispose of or permit the sale, transfer, donation, charging, encumbering, granting of any option over or other disposition of (save to the Offeror under the French Offer), or accept any other offer in respect of, all or any of the Shares or enter into any agreement or arrangement with any other person, whether conditionally or unconditionally, to do all or any of the acts referred to in this paragraph.

(iii) the Shares shall be acquired pursuant to the French Offer free from all liens, charges and encumbrances and together with all rights attached thereto including all rights to dividends or other distributions hereafter declared, paid or made;

(iv) it shall not (in its capacity as a shareholder of the Company or otherwise) take any step to impede, prevent or delay the Offers becoming successful;

(v) it shall not, whether directly or indirectly, alone or in concert with any third party, prior to the closing or lapsing of the Offers or the withdrawal of the French Offer (whichever is the earlier), solicit nor encourage any general offer for the Shares or any transaction in respect of the issued share capital or assets of the Company from any third party and shall immediately inform the Offeror of any approach by a third party which may lead to such an offer or transaction.

1.2 The expression “Shares” shall include any other ordinary shares in the Company attributable to or derived from the Shares and any other ordinary shares in the Company of which each Shareholder becomes the holder after the date hereof and is able to tender to the Offers.

2

1.3 Notwithstanding the provisions of Section 1.1(ii) above,

(i) each Shareholder may donate all or part of his/her Shares to any person or transfer to a wholly-owned company incorporated in France with effect at the latest ten (10) trading days before the closing of the French Offer or the withdrawal of the French Offer (whichever is the earlier), subject to the transferee or beneficiary of the donation:

• if not already a Shareholder, adhering in writing to the terms and conditions of this Agreement as a “Shareholder” as far as the transferred or donated Shares are concerned, in order, in particular, to evidence his/her/its undertaking to tender any and all such Shares to the French Offer, and

• if already a Shareholder, agreeing in writing that the transferred or donated Shares would be covered by the terms and conditions of this Agreement and, in particular, by the undertaking to tender any and all Shares held by such Shareholder to the French Offer.

(ii) the Shareholders may pledge in aggregate a maximum number of 300,000 shares to the benefit of a bank as a guarantee for financing arrangements, under the condition that such pledge shall not restrict the ability of the relevant Shareholder to comply with its obligations under this Agreement, and in particular under Sections 1.1(i) and 3.4(iii), and provided that the relevant Shareholders shall promptly inform the Offeror of such pledge.

2 THIRD PARTY OFFER

2.1 The undertakings of the Shareholders pursuant to Section 1 above shall be void in the event that a third party (the “Third Party”) files a public offer competing (offre concurrente) with, or higher (surenchère) than, the French Offer, and in each case the relevant offer (the “Third Party Offer”) is declared compliant (“conforme”) by the AMF, provided however that all of the undertakings of the Shareholders under Section 1 above will immediately apply with full force, mutatis mutandis, in the event that Offeror makes a competing offer or a higher bid, as the case may be, that is declared compliant by the AMF, in which case the Shareholders shall observe such undertakings, and tender the Shares to such offer by the Offeror, as if the undertakings of the Shareholders had never been void.

2.2 In the event where a Third Party Offer is filed with the AMF, if any Shareholder either:

(i) tenders all or any of the Shares held by such Shareholder to any such Third Party Offer; or

(ii) sells (on the market or off-market), transfers, donates, charges, pledges, encumbers, grants any option over or otherwise dispose of or permit the sale, transfer, donation, charging, encumbering, granting of any option over or other disposition of, or accept any other offer in respect of, all or any of the Shares or enter into any agreement or arrangement with any other person (including the Third Party or any person controlled by the Third Party within the meaning of article L.233-3 of the French Code de commerce), whether conditionally or unconditionally to do all or any of the

3

acts referred to in this paragraph (other than as set forth in Section 1.3 above),

such Shareholder shall pay to the Offeror an amount equal to the number of Shares having been the subject of any of the acts referred to in paragraphs (i) and (ii) multiplied by 35% of the difference between the price per Share obtained by the Shareholder pursuant to implementation of any of the acts referred to in paragraphs (i) and (ii) and the price per Share detailed in Section 1.1 above (the “Amount”).

2.3 The Amount shall be paid in cash by the relevant Shareholder to the Offeror within five (5) days following transfer of ownership of the Shares and payment for the Shares pursuant to any of the acts referred to in paragraphs (i) and (ii) of Section 2.2 above.

2.4 If the Third Party Offer consists of an exchange offer or a mix and match offer, the Amount shall be calculated by reference to the volume weighted average price of the shares of the Company in respect of the ten (10) trading days preceding the closing date (date de cloture) of the Third Party Offer. The Amount shall otherwise be calculated by reference to the cash consideration per share of the Company offered in the Third Party Offer, or, as the case may be, by reference to the cash component of the Third Party Offer.

2.5 In the event where the terms of the Third Party Offer are made with dividend rights attached to the Shares (coupon attaché) and should a dividend (in cash or in kind) or interim dividend or other distribution of a similar nature (such as distribution of the additional paid-in capital (compte primes d’émission) or of reserves) be paid by the Company prior to the settlement and delivery of such Third Party Offer, the price per Share obtained by the Shareholder (within the meaning of Section 2.2) above shall be equal to the cash consideration per Share offered pursuant to such Third Party Offer increased by the amount of any such dividend or interim dividend or other distribution paid per Share, and the Amount shall be calculated accordingly.

3 MISCELLANEOUS

3.1 This Agreement is entered into for a term expiring on 31 December 2009.

3.2 This Agreement is personal to the parties thereto. Accordingly, neither the Shareholders nor the Offeror may, without the prior written consent of the other parties, assign the benefit of all or any of their obligations under this Agreement, nor any benefit arising under or out of this Agreement except that the Offeror may assign, in its sole discretion and without the prior approval of the Shareholders, any of or all its rights, interests and obligations under this Agreement to its parent company Sierra Wireless, Inc. or to any direct or indirect wholly-owned subsidiary thereof (including designating any such entity to act as Offeror hereunder), but no such assignment shall relieve the Offeror of any of its obligations under this Agreement if its transferee does not perform such obligations. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

3.3 The parties hereby agree that the Company and/or the Offeror may disclose the existence and contents of this Agreement, provided that the name of the Shareholders may not be disclosed, unless the Offeror or the Company, as the case

4

may be, becomes compelled pursuant to any statutory or regulatory provision, court decision, administrative order or stock exchange requirement to disclose such information.

3.4 The Shareholders represent and warrant to the Offeror that:

(i) The Shares are not subject to any proxy arrangement and the Shareholders shall not grant any proxy in respect of the Shares.

(ii) The Shareholders are the full owners of the Shares (subject to pledges existing on the date hereof). They have full power and authority to tender the Shares to the French Offer, transfer the full title of the Shares and to enter into this Agreement and any other documents pursuant hereto.

(iii) Upon tender of the Shares to the French Offer, all the Shares will be free from any encumbrances, charge, lien, pledge, agreement, option, undertaking, or other real or personal right or other obligation which has the purpose or effect of restricting in any manner their ownership or their transferability (for the avoidance of doubt no pledge existing on or after the date hereof will restrict the ability of the Shareholders to comply with their obligations under Section 1.1). The execution and the performance by the Shareholders of their obligations under this Agreement and any other documents to be executed by them pursuant hereto will not result in a breach of any other agreement.

3.5 The Founder agrees to participate in media presentations, analysts presentations and road-shows to explain the Offers.

3.6 This Agreement is entered into intuitu personae.

3.7 This Agreement shall be governed by and construed in accordance with French law.

Any dispute relating to its validity, interpretation or execution shall be submitted to the exclusive jurisdiction of the competent courts in Paris.

5

On 1 December 2008,

Executed in Paris, in 4 original copies

/s/ Michel Alard

Michel Alard

/s/ Jean-François Alard

Jean-François Alard

/s/ Laurène Alard

Laurène Alard

/s/ Jason Cohenour

Sierra Wireless France S.A.S.

Represented by: Jason Cohenour

duly empowered by Luc Faucher

6

SCHEDULE

Breakdown of number of Shares by each of the Shareholders

Shareholder	Number of Shares
Michel Alard	496,619
Jean-François Alard	520,852
Laurène Alard	521,062

7

EX-99.E.3

Exhibit 99(e)(3)

UNDERTAKING TO TENDER SHARES TO AN OFFER TO BE MADE BY

SIERRA WIRELESS FOR WAVECOM

THIS UNDERTAKING IS ENTERED INTO BETWEEN:

(1) Aram Hékimian, born on 11 April 1956, in Istambul (Turkey), a French national, residing at 47, avenue Le Notre, 92330 Sceaux, France (the “Founder”);

(2) Marie-Hélène Hekimian, born Marie-Hélène Bonnin on 20 June 1953, in Aigurande, a French national, residing at 47, avenue Le Notre, 92330 Sceaux, France;

(3) Benjamin Hékimian, born on 25 May 1984, in Paris, single, a French national, residing at 47, avenue Le Notre, 92330 Sceaux, France;

(4) Raphaël Hékimian, born on 28 February 1987, in Paris, single, a French national, residing at 47, avenue Le Notre, 92330 Sceaux, France;

(each hereinafter referred to as a “Shareholder” and collectively the “Shareholders”);

and

(5) Sierra Wireless France S.A.S., a société par actions simplifiée with a share capital of € 37,000, organised under the laws of France, whose registered office is at 1 rue Favart, 75002 Paris, represented by Jason Cohenour, duly empowered for the purpose thereof,

(hereinafter referred to as the “Offeror”).

WHEREAS

(A) Each of the Shareholders is a shareholder of Wavecom, a company organised under the laws of France, with registered office at 3, esplanade du Foncet, 92442 Issy Les Moulineaux, registered at the Companies Registry of Nanterre under number 391 838 042 RCS Nanterre (hereinafter referred to as “Company” or “Wavecom”). A breakdown as at the date hereof of the number of ordinary shares (the “Shares”) is attached hereto in Schedule. The Shares of the Company are listed on Eurolist by NYSE-Euronext in Paris under the ISIN code FR0000073066.

(B) The Offeror has informed each of the Shareholders of its intention to launch, at the latest on 8 December 2008 a public tender offer in France (the “French Offer”) and in the United States (the “US Offer”, and together with the French Offer, the “Offers”) to acquire for cash all (i) the outstanding Shares, including the Shares represented by American Depositary Shares (the “ADSs”), and the Shares issuable upon exercise of share options or founders’ warrants (bons de créateur d’entreprise or BCE (the “Founders’ Warrants”)) or warrants (bons de souscription d’actions or BSA (the “Warrants”)) and upon conversion or exchange of the bonds with conversion and/or exchange option for newly or existing shares (the “OCEANEs”), (ii) the ADSs, and (iii) the OCEANEs (together the “Securities”), being understood that the Company has undertaken not to tender its treasury shares (actions auto-détenues) to the Offers.

(C) Each of the Shareholders is fully supportive of the Offers.

1

(D) Each of the Shareholders desires, in accordance with the usual practice in this kind of transaction, to tender to the French Offer all of the Shares of the Company held by each Shareholder on the terms and conditions set forth in this Undertaking to Tender to an Offer (the “Agreement”).

IT IS HEREBY AGREED AS FOLLOWS:

1 UNDERTAKING TO TENDER

1.1 Subject to and in consideration of the Offeror making the French Offer for all of the Shares at a price of €8.50 per Share, each of the Shareholders hereby undertakes, subject to the provisions of Section 2.1 below, that:

(i) being the holder of the Shares as detailed in Schedule and having all power and authority to, and, until the Shares are transferred to the Offeror, continuing to have all relevant power and authority to, accept the French Offer in respect of the Shares, it shall, at the latest ten (10) trading days before the closing of the French Offer, tender to the French Offer all of the Shares by giving irrevocable instructions to the institution holding its share account to tender the Shares to the French Offer immediately, and shall promptly complete, execute and deliver all other documents and take any other action which the Offeror may reasonably require to complete the transfer of the Shares to the Offeror (which tender to the French Offer shall be immediately confirmed in writing to the Offeror);

(ii) it shall not, prior to the closing or lapsing of the French Offer or the withdrawal of the French Offer (whichever is the earlier), sell (on the market or off-market), transfer, donate, charge, pledge, encumber, grant any option over or otherwise dispose of or permit the sale, transfer, donation, charging, encumbering, granting of any option over or other disposition of (save to the Offeror under the French Offer), or accept any other offer in respect of, all or any of the Shares or enter into any agreement or arrangement with any other person, whether conditionally or unconditionally, to do all or any of the acts referred to in this paragraph.

(iii) the Shares shall be acquired pursuant to the French Offer free from all liens, charges and encumbrances and together with all rights attached thereto including all rights to dividends or other distributions hereafter declared, paid or made;

(iv) it shall not (in its capacity as a shareholder of the Company or otherwise) take any step to impede, prevent or delay the Offers becoming successful;

(v) it shall not, whether directly or indirectly, alone or in concert with any third party, prior to the closing or lapsing of the Offers or the withdrawal of the French Offer (whichever is the earlier), solicit nor encourage any general offer for the Shares or any transaction in respect of the issued share capital or assets of the Company from any third party and shall immediately inform the Offeror of any approach by a third party which may lead to such an offer or transaction.

1.2 The expression “Shares” shall include any other ordinary shares in the Company attributable to or derived from the Shares and any other ordinary shares in the

2

Company of which each Shareholder becomes the holder after the date hereof and is able to tender to the Offers.

1.3 Notwithstanding the provisions of Section 1.1(ii) above,

(i) each Shareholder may donate all or part of his/her Shares to any person or transfer to a wholly-owned company incorporated in France with effect at the latest ten (10) trading days before the closing of the French Offer or the withdrawal of the French Offer (whichever is the earlier), subject to the transferee or beneficiary of the donation:

• if not already a Shareholder, adhering in writing to the terms and conditions of this Agreement as a “Shareholder” as far as the transferred or donated Shares are concerned, in order, in particular, to evidence his/her/its undertaking to tender any and all such Shares to the French Offer, and

• if already a Shareholder, agreeing in writing that the transferred or donated Shares would be covered by the terms and conditions of this Agreement and, in particular, by the undertaking to tender any and all Shares held by such Shareholder to the French Offer.

(ii) the Shareholders may pledge in aggregate a maximum number of 300,000 shares to the benefit of a bank as a guarantee for financing arrangements, under the condition that such pledge shall not restrict the ability of the relevant Shareholder to comply with its obligations under this Agreement, and in particular under Sections 1.1(i) and 3.4(iii), and provided that the relevant Shareholders shall promptly inform the Offeror of such pledge.

2 THIRD PARTY OFFER

2.1 The undertakings of the Shareholders pursuant to Section 1 above shall be void in the event that a third party (the “Third Party”) files a public offer competing (offre concurrente) with, or higher (surenchère) than, the French Offer, and in each case the relevant offer (the “Third Party Offer”) is declared compliant (“conforme”) by the AMF, provided however that all of the undertakings of the Shareholders under Section 1 above will immediately apply with full force, mutatis mutandis, in the event that Offeror makes a competing offer or a higher bid, as the case may be, that is declared compliant by the AMF, in which case the Shareholders shall observe such undertakings, and tender the Shares to such offer by the Offeror, as if the undertakings of the Shareholders had never been void.

2.2 In the event where a Third Party Offer is filed with the AMF, if any Shareholder either:

(i) tenders all or any of the Shares held by such Shareholder to any such Third Party Offer; or

(ii) sells (on the market or off-market), transfers, donates, charges, pledges, encumbers, grants any option over or otherwise dispose of or permit the sale, transfer, donation, charging, encumbering, granting of any option over or other disposition of, or accept any other offer in respect of, all or any of the Shares or enter into any agreement or arrangement with any other person (including the Third Party or any person controlled by the Third

3

Party within the meaning of article L.233-3 of the French Code de commerce), whether conditionally or unconditionally to do all or any of the acts referred to in this paragraph (other than as set forth in Section 1.3 above),

such Shareholder shall pay to the Offeror an amount equal to the number of Shares having been the subject of any of the acts referred to in paragraphs (i) and (ii) multiplied by 35% of the difference between the price per Share obtained by the Shareholder pursuant to implementation of any of the acts referred to in paragraphs (i) and (ii) and the price per Share detailed in Section 1.1 above (the “Amount”).

2.3 The Amount shall be paid in cash by the relevant Shareholder to the Offeror within five (5) days following transfer of ownership of the Shares and payment for the Shares pursuant to any of the acts referred to in paragraphs (i) and (ii) of Section 2.2 above.

2.4 If the Third Party Offer consists of an exchange offer or a mix and match offer, the Amount shall be calculated by reference to the volume weighted average price of the shares of the Company in respect of the ten (10) trading days preceding the closing date (date de cloture) of the Third Party Offer. The Amount shall otherwise be calculated by reference to the cash consideration per share of the Company offered in the Third Party Offer, or, as the case may be, by reference to the cash component of the Third Party Offer.

2.5 In the event where the terms of the Third Party Offer are made with dividend rights attached to the Shares (coupon attaché) and should a dividend (in cash or in kind) or interim dividend or other distribution of a similar nature (such as distribution of the additional paid-in capital (compte primes d’émission) or of reserves) be paid by the Company prior to the settlement and delivery of such Third Party Offer, the price per Share obtained by the Shareholder (within the meaning of Section 2.2) above shall be equal to the cash consideration per Share offered pursuant to such Third Party Offer increased by the amount of any such dividend or interim dividend or other distribution paid per Share, and the Amount shall be calculated accordingly.

3 MISCELLANEOUS

3.1 This Agreement is entered into for a term expiring on 31 December 2009.

3.2 This Agreement is personal to the parties thereto. Accordingly, neither the Shareholders nor the Offeror may, without the prior written consent of the other parties, assign the benefit of all or any of their obligations under this Agreement, nor any benefit arising under or out of this Agreement except that the Offeror may assign, in its sole discretion and without the prior approval of the Shareholders, any of or all its rights, interests and obligations under this Agreement to its parent company Sierra Wireless, Inc. or to any direct or indirect wholly-owned subsidiary thereof (including designating any such entity to act as Offeror hereunder), but no such assignment shall relieve the Offeror of any of its obligations under this Agreement if its transferee does not perform such obligations. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

4

3.3 The parties hereby agree that the Company and/or the Offeror may disclose the existence and contents of this Agreement, provided that the name of the Shareholders may not be disclosed, unless the Offeror or the Company, as the case may be, becomes compelled pursuant to any statutory or regulatory provision, court decision, administrative order or stock exchange requirement to disclose such information.

3.4 The Shareholders represent and warrant to the Offeror that:

(i) The Shares are not subject to any proxy arrangement and the Shareholders shall not grant any proxy in respect of the Shares.

(ii) The Shareholders are the full owners of the Shares (subject to pledges existing on the date hereof). They have full power and authority to tender the Shares to the French Offer, transfer the full title of the Shares and to enter into this Agreement and any other documents pursuant hereto.

(iii) Upon tender of the Shares to the French Offer, the Shares will be free from any encumbrances, charge, lien, pledge, agreement, option, undertaking, or other real or personal right or other obligation which has the purpose or effect of restricting in any manner their ownership or their transferability (for the avoidance of doubt no pledge existing on or after the date hereof will restrict the ability of the Shareholders to comply with their obligations under Section 1.1). The execution and the performance by the Shareholders of their obligations under this Agreement and any other documents to be executed by them pursuant hereto will not result in a breach of any other agreement.

3.5 The Founder agrees to participate in media presentations, analysts presentations and road-shows to explain the Offers.

3.6 This Agreement is entered into intuitu personae.

3.7 This Agreement shall be governed by and construed in accordance with French law.

Any dispute relating to its validity, interpretation or execution shall be submitted to the exclusive jurisdiction of the competent courts in Paris.

5

On 1^st December 2008,

Executed in Paris, in 5 original copies

  /s/ Aram Hékimian

  Aram Hékimian

  /s/ Marie-Hélène Hékimian

  Marie-Hélène Hekimian

  /s/ Benjamin Hékimian

  Benjamin Hékimian

  /s/ Raphaël Hékimian

  Raphaël Hékimian

  /s/ Jason Cohenour

  For Sierra Wireless France S.A.S.

  Represented by: Jason Cohenour

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SCHEDULE

Breakdown of number of Shares by each of the Shareholders

Shareholder	Number of Shares
Aram Hékimian	506,888
Marie-Hélène Hekimian	143,495
Benjamin Hékimian	574,998
Raphaël Hékimian	575,000

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EX-99.E.4

Exhibit 99(e)(4)

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the “Agreement”) is made this 24 October 2008 between

Wavecom SA (“Wavecom”), a French société anonyme, having its registered office at 3 esplanade du Foncet, Issy-les-Moulineaux, 92442 Cedex – France;

And

Sierra Wireless, Inc., a company organized under the laws of Canada, having its registered office at 13811 Wireless Way, Richmond, BC Canada, V6V 3A4 (“Sierra “)

1. In connection with Sierra’s consideration of a possible strategic transaction with Wavecom (the “Transaction”), each party is prepared to furnish and make available to the other party (each disclosing party, a “Disclosing Party,” and each receiving party, a “Receiving Party”, including in each case their respective affiliates and Representatives (as defined below)) certain confidential and proprietary information (whether prepared by the Disclosing Party, its advisors or otherwise) concerning it, its business and the properties of its business. All such information furnished or made available by a Disclosing Party to a Receiving Party in any form (either orally, visually or in writing including, in particular, via e-mail or in the form of electronic files or graphic materials), whether before or after the date of this Agreement, is collectively referred to in this Agreement as “Confidential Information”.

2. As a condition to being furnished or granted access to the Confidential Information of the Disclosing Party, each Receiving Party agrees to keep such Confidential Information (and Notes, as defined below, to the extent derived from the Confidential Information) confidential, and that prior to being given access to Confidential Information, each of its affiliates and each of the directors, officers, employees, agents, advisors and representatives (“Representatives”) of such Receiving Party and its affiliates will be advised of the confidential nature of the Confidential Information and will commit to abide by the terms of this Agreement; provided that each Receiving Party shall be responsible for any breach of this Agreement by it, its Representatives, its affiliates, or its affiliates’ Representatives (except those who shall have adhered to this Agreement or have directly executed a confidentiality agreement with the Disclosing Party and agreed to be bound personally to the Disclosing Party by similar obligation as those imposed on the Receiving Party pursuant to this Agreement). As used in this Agreement, “Affiliate” of a person means any other person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such person. The term “person” as used in this Agreement shall be broadly interpreted to include, without limitation, any individual, corporation, company, partnership, limited liability company or other entity or group.

3. In consideration of Confidential Information being made available to it, each Receiving Party further agrees:

(a) not to use any such Confidential Information, or any notes, summaries, reports, or other material derived by it, its affiliates, or its affiliates’ Representatives in whole or in part in whatever form maintained (collectively, “Notes”), in each case except for the purpose of evaluating, negotiating,

implementing and/or financing a possible Transaction;

(b) to use the same degree of care, but no less than a reasonably high degree of care, as it uses with its own confidential information to prevent the disclosure of any such Confidential Information or Notes except to its affiliates or to its affiliates’ Representatives, in each case only to the extent necessary to permit such affiliates or Representatives to assist the Receiving Party in making the evaluations and conducting the negotiations referred to in clause (a) above; and

(c) not to disclose to any person, other than those persons described in clause (b) above (and then only to the extent described in such clause), that (i) such Confidential Information has been made available to it, its affiliates, or its affiliates’ Representatives, (ii) either of it, its affiliates, or its affiliates’ Representatives may be considering a possible Transaction with or concerning the other party, or any of the possible terms, conditions, or other facts with respect to any such Transaction, including the status thereof, or (iii) the parties hereto have had, are having, or propose to have, any discussions or negotiations with respect to a possible Transaction; it being understood, for the avoidance of doubt, that any information in any form (whether oral or written) relating to the existence of a possible Transaction, discussions between Wavecom and Sierra and structuring, financial, strategic, legal matters or any other pertaining to the Transaction shall be considered as part of the Confidential Information and covered by the provisions of this Confidentiality Agreement.

4. A Disclosing Party may elect at any time by written notice to the Receiving Party to terminate further access by the Receiving Party to, and its review of, the Confidential Information of the Disclosing Party. Each Receiving Party agrees that in either such case it will promptly upon written request of the Disclosing Party return or destroy (with such destruction to be certified to the Disclosing Party upon its written request) all Confidential Information of the Disclosing Party and will destroy all related Notes without retaining any copy thereof (and will promptly instruct its affiliates and its affiliates’ Representatives to do so). No such termination or return or destruction of Evaluation Material or Notes will affect either parties’ obligations under this Agreement, all of which obligations shall continue in effect.

Notwithstanding the foregoing, neither the Receiving Party nor its affiliates or its affiliates’ Representatives shall be obligated to return or destroy any Evaluation Material or related Notes (i) which they must retain to comply with the requirements of any applicable law or regulation or for compliance purposes or in accordance with any bona fide applicable retention policy, subject to otherwise complying with the obligations of this Agreement; or (ii) which are copies stored automatically by centralized IT back-up systems and processes.

5. The confidentiality obligations in this Agreement shall be inoperative as to particular portions of the Confidential Information and Notes if such information (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party, its affiliates, or its affiliates’ Representatives, in breach of this Agreement, (ii) was available to the Receiving Party, its affiliates, or its affiliates’ Representatives on a non-confidential basis prior to its disclosure by the Disclosing Party or its affiliates or Representatives, or (iii) is or becomes available to the Receiving Party, its affiliates, or its affiliates’ Representatives on a non-confidential basis from a source other than the Disclosing Party or its affiliates or Representatives, which such source is, to the best of the Receiving Party’s knowledge, not

subject to a confidentiality agreement with, or other obligation of secrecy to, the Disclosing Party.

6. Sierra understands and agrees that, since Wavecom’s stock are listed on the Euronext Paris market of NYSE Euronext and on the NASDAQ under the form of American Depositary Shares and Sierra may have access to inside information (i.e., information on Wavecom that is (i) specific, (ii) non-public and (iii) likely to have a material effect on the market price of Wavecom’s securities if and when made public, i.e., that a reasonable investor would consider material in deciding whether to buy, hold or sell Wavecom’s securities), Sierra must comply (and will instruct its affiliates and its affiliates’ Representatives to comply) with applicable securities laws and regulations, which provide, in particular, that certain uses of inside information, communication of inside information or manipulation of the market price of any securities constitute a criminal offence.

Sierra undertakes, for a period of three months commencing on the date of this Agreement, not to (and will ensure that its affiliates and its affiliates’ Representatives, and any person acting on its or their behalf or in concert with it or them will not), directly or indirectly, without the prior written consent of Wavecom:

(i) acquire, agree to acquire, propose, seek or offer to acquire, any securities of Wavecom, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, or any significant part of the business or assets of Wavecom or enter into any arrangement (whether legally binding or not), or do or omit to do any act, as a result of which Sierra or any other person may become obliged to acquire any such securities, business or assets; or

(ii) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons in connection with the foregoing,

provided that the foregoing provisions shall not apply, if any of the action set out in paragraphs (i) and (ii) above is preceding, is done as part of, or in connection with, or pursuant to, a tender offer over Wavecom’s securities made pursuant to applicable laws and regulations (including through a solicited or an unsolicited offre concurrente to Gemalto’s offer or to the offer of any third party).

7. Each party agrees that, without the prior written consent of the other party, neither it nor its affiliates, nor its affiliates’ Representatives will initiate any communications concerning the subject matter of this Agreement through any director, officer or employee of the other party or any of its affiliates or Representatives who has not been specifically designated by the other party as an authorized contact person with respect to the Transaction. In particular, unless otherwise instructed in writing (which may include an email communication) by a previously authorized contact person within the other party, they will direct all communications and all Confidential Information only to the persons listed in the attached appendix.

8. Each party agrees that, until the earlier of (i) the second anniversary of the date of execution hereof and (ii) the date of completion of a Transaction whether with Sierra or any third party, it will not, without the consent of the other party directly or indirectly, solicit the employment of any current officer or key employee (“Covered Employee”) of the other party or its affiliates with whom it comes into contact, or regarding whom it receives sensitive information, in connection with its evaluation of a possible Transaction; provided that the phrase “solicit the employment of” shall not be deemed to include general solicitations for employment not specifically directed toward employees of such other party.

9. If a Receiving Party or any of its affiliates or its affiliates’ Representatives is required by law, regulation, court order or the rules of any relevant securities exchange to disclose any Confidential Information of the Disclosing Party or to make any other disclosure prohibited by this Agreement, it agrees to provide the Disclosing Party with prompt notice of each such requirement, to the extent practicable and permitted by laws and regulations, so that such Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, absent the entry of a protective order or the receipt of a waiver under this Agreement, the Receiving Party, its affiliates or its Representatives are legally compelled to disclose Confidential Information or Notes or else suffer significant penalty or damage, it (or its affiliates or its affiliates’ Representatives) may disclose such information to the persons and to the extent required without liability under this Agreement; provided that such Receiving Party shall exercise its reasonable commercial efforts to obtain reliable assurances that confidential treatment will be accorded any such Confidential Information.

Notwithstanding the provisions of this Agreement, the confidentiality obligations in this Agreement and this Agreement shall not prevent disclosure of Confidential Information (to the extent necessary or required by laws and regulations), by Sierra or any of its affiliates, its and their Representatives, in documents relating to a public tender offer and/or merger control and/or regulatory filings. In such situation, the provisions of the first paragraph of section 9 above shall not be applicable to Sierra.

Notwithstanding the foregoing, Wavecom may at anytime, at its full discretion, communicate to the market that it is considering a possible Transaction, has engaged a financial advisor to assist and/or is discussing with one or more possible strategic partners in connection therewith, which communication, however, shall not include any reference to Sierra unless expressly agreed by Sierra.

10. With respect to all Confidential Information furnished or made available to a Receiving Party, its affiliates, or its affiliates’ Representatives, such Receiving Party understands and agrees that none of the Disclosing Party, its affiliates, or its affiliates’ Representatives, makes any representations or warranties, express or implied as to the accuracy or completeness thereof in this Agreement or otherwise and shall have any liability to the Receiving Party in respect thereof. Each party further agrees that, if the parties determine to engage in a Transaction, such determination will be based solely on such party’s own investigation, analysis, and assessment of the Transaction.

11. A Receiving Party acquires no intellectual property or other rights in the Confidential Information furnished or made available by the Disclosing Party under this Agreement.

12. Unless and until a definitive agreement between the parties or any of their affiliates with respect to a Transaction has been executed by both parties, neither party nor any of its affiliates and their respective 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. Sierra acknowledges and agrees that Wavecom may separately enter into discussions with, and furnish or make available confidential and proprietary information concerning it, its business and the properties of its business to, one or more third parties in connection with a possible tender offer or other transaction on the securities of Wavecom.

13. 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 or make available Confidential Information to the other party or to enter into any agreement or relationship with the other party.

14. 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. The terms of this Agreement may be modified or waived only by a separate writing signed by each party that expressly modifies or waives any such term.

15. It is understood and agreed that no failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege under this Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, all of which shall remain in full force and effect.

16. 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.

17. Each party acknowledges that money damages may not be a sufficient remedy for any breach of this Agreement by it, its affiliates, or its affiliates’ Representatives. Accordingly, each party agrees that in the event of any such breach, the non-breaching party, in addition to any other remedies that it may have, shall be entitled to injunctive relief or specific performance or both.

18. All notices pertaining to this Agreement shall be made in writing sent to:

Wavecom	Sierra Wireless
3 esplanade du Foncet, Issy-les-Moulineaux, 92442 Cedex – France	13811 Wireless Way, Richmond, BC, Canada, V6V 3A4
Attention : Ronald D. Black	Attention : David Mc Lennan

19. This Agreement shall (i) be governed by and construed in accordance with the laws of France, and (ii) except as otherwise provided herein, expire on the second anniversary of the date hereof. Each party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the commercial court of Paris, France for any action, suit, or proceeding arising out of or relating to this Agreement and the transactions contemplated by this Agreement (and agrees not to commence any action, suit, or proceeding relating thereto except in such court).

Wavecom
By:	/s/ Ronald D. Black
	Name: Ronald D. Black directeur général

Sierra Wireless, Inc.
By:	/s/ David McLennan
	Name: David Mc Lennan Title: Chief Financial Officer

Appendix

List of approved contacts for each party

Wavecom

Ron Black

Chantal Bourgeat

Pierre Cosnier

Merrill Lynch:

Jean Tardy-Joubert

Emmanuel Hasbanian

Guido Mengelkamp

Sierra Wireless

Jason Cohenour

David McLennan

Trent Punnett

Jason Krause

EX-99.E.5

Exhibit 99(e)(5)

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.6

Exhibit 99(e)(6)

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.7

Exhibit 99(e)(7)

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.8

Exhibit 99(e)(8)

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/ten] 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/ten] years after their issuance, it being specified that any BSAs that have not been exercised at the expiration of this period of [four/ten] years shall automatically expire,

[4] If a director ceases to exercise his/her functions, any BSAs that are exercisable must be so exercised within 90 days after the date on which the duties of such person ceased, 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/ten]-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/ten]-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.9

Exhibit 99(e)(9)

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.10

Exhibit 99(e)(10)

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.11

Exhibit 99(e)(11)

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.12

Exhibit 99(e)(12)

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% of the trading price at the time the offer is filed. 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.

(…)

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EX-99.E.13

Exhibit 99(e)(13)

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

A corporation with a share capital of 15,820,442 euros

Registered office: 3, esplanade du Foncet

92442 Issy les Moulineaux Cedex (FRANCE)

Nanterre Trade and Companies Register number 391 838 042

EXTRACT OF THE MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF

NOVEMBER 17, 2008

Information related to some aspects of the compensation of the chief executive officer

During its meeting of November 17, 2008, and after a first discussion on this matter during its meeting of November 12, 2008, the Board of Directors has adopted the performance criteria upon which the payment of severance benefits which may be paid to the chief executive officer upon his departure from Wavecom is contingent and revised the circumstances when such severance benefits are due to include the resignation of the chief executive officer following a change in control of the Company, as proposed by the Nomination and Compensation Committee.

On November 12, 2008, the chairman of the Nomination and Compensation Committee presented to the Board of Directors the findings of the Nomination and Compensation Committee from its meeting on November 10, 2008, ending a reflection begun by the Nomination and Compensation Committee in February 2008.

The chairman of the Nomination and Compensation Committee indicated to the Board of Directors that the Company is required to submit to its shareholders for their approval, the commitments granted to its chief executive officer pursuant to the provisions of article L. 225-42-1 of the French commercial code. Pursuant to those provisions, introduced by the law number 2007-1223 of August 21, 2007 (the “TEPA Law”), the Company must condition any severance payments on meeting performance criteria.

The chairman of the Nomination and Compensation Committee reminded the Board of Directors that a service agreement was entered into on July 22, 2004, as amended in 2006, between the Company and Mr. Ronald Black for the performance of his duties as CEO according to the terms of which, in the event of a negotiated merger, acquisition of the Company, or hostile takeover bid on the shares of the Company (the “Event”) resulting in Mr. Ronald Black being terminated within six months following any such Event without being offered an opportunity to perform functions of an equivalent level, the Company has undertaken to pay 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 his annual fixed salary (approximately 1,264,500 euros based on Mr. Ronald Black’s annual fixed salary for the calendar year ended December 31, 2008).

The chairman of the Nomination and Compensation Committee presented the following proposal of the Nomination and Compensation Committee:

- set the following performance criteria:

1. Wavecom’s activity having generated a greater net cash balance (i.e., cash, cash equivalents and marketable securities less long-term and short-term debt) at the time of Mr. Ronald Black’s departure than such balance three years earlier (on the basis of the most recent quarterly closing and excluding the effects of any exceptional business expenditures, such as, for example, the financing of an acquisition), and

2. Wavecom having remained in the top three leaders of its market, as recognized by any market analyst (such as Gartner or ABI) in the three years preceding Mr. Ronald Black’s departure from the Company, and

- revise the circumstances under which such severance payment is due to provide that the chief executive officer will be entitled to the severance payment described above if he resigns within six (6) months following an Event,

it being specified that Mr. Ronald Black’s current severance agreement would remain in effect until February 22, 2009 in the event the shareholders’ meeting were to disapprove the above amendments thereto.

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